UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-41179

AROGO CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		87-1118179
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

848 Brickell Avenue, Penthouse 5 Miami, Florida		33131
(Address of principal executive offices)		(zip code)

(786) 442-1482

(Issuer’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

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	~~The~~OTC ~~Nasdaq~~Markets ~~Stock Market LLC~~EXMKT
Class A Common Stock, $0.0001 par value per share	AOGO	~~The~~OTC ~~Nasdaq~~Markets ~~Stock Market LLC~~EXMKTK
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	AOGOW	~~The~~OTC ~~Nasdaq~~Markets ~~Stock Market LLC~~EXMKT

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, ~~2023~~2024, the aggregate market value of the registrant’s shares of common stock held by non-affiliates of the registrant was $5219,~~829~~351,~~219~~251, based on a closing market ~~price~~ price of $10.4498 on the Nasdaq Stock Market.

As of ~~May~~July 922, ~~2024~~2025, 13,~~762~~079,~~409~~525 shares of Class A Common Stock, par value $0.0001 per share (including 4,395 ~~and~~shares 2subject to possible redemption),~~587,500~~ and 0 shares of Class B Common Stock, $0.0001 par value per share, were issued and outstanding.

TABLE OF CONTENTS

			PAGE
PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	2123
	Item 1B.	Unresolved Staff Comments	2224
	Item 1C.	Cybersecurity	2224
	Item 2.	Properties	2224
	Item 3.	Legal Proceedings	2224
	Item 4.	Mine Safety Disclosures	2224
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	2325
	Item 6.	Reserved.	2426
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2426
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3033
	Item 8.	Financial Statements and Supplementary Data	3033
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3033
	Item 9A.	Controls and Procedures	3033
	Item 9B.	Other Information	3134
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3134
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	3235
	Item 11.	Executive Compensation	3941
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	3942
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	4143
	Item 14.	Principal Accounting Fees and Services	4446
PART IV			4547
	Item 15.	Exhibit and, Financial Statement Schedules	4547
	Item 16.	Form 10-K Summary	4648

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to our:

●

ability to complete our initial business combination;

●

success in retaining or recruiting, or changes required in, our officers, key employees or directors following an initial business combination;

●

officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●

potential ability to obtain additional financing to complete an initial business combination;

●

pool of potential business combination targets;

● failure to maintain the listing on, or the delisting of our securities from, Nasdaq or an inability to have our securities listed on Nasdaq or another national securities exchange following our initial business combination;

●

the ability of our officers and directors to generate a number of potential investment opportunities;

●

potential change in control if we acquire one or more target businesses for stock;

●

public securities’ potential liquidity and trading;

●

lack of a market for our securities;

●

use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

●

our financial performance.

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this annual report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this annual report, those results or developments may not be indicative of results or developments in subsequent periods.

PART I

ITEM 1. BUSINESS

In this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our” refer to Arogo Capital Acquisition Corp.

Overview

We are a blank check company incorporated on June 9, 2021 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.

Our Sponsor is Singto, LLC, f/k/a Koo Dom Investment, LLC, a Delaware limited liability company. On June 30, 2021, our Sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. On October 11, 2021, our sponsor surrendered 287,500 founder shares to the Company for cancellation.

Initial Public Offering

On December 29, 2021, we completed our initial public offering (the “Offering” or the “IPO”) of 10,350,000 units (“Units”), including the issuance of 1,350,000 Units as a result of the underwriter’s full exercise of its over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File Nos. 333-259338). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $103,500,000.

On December 29, 2021, simultaneously with the consummation of the Offering, the Company completed a private placement of an aggregate of 466,150 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,661,500 (the “Private Placement”). A total of $105,052,500, comprised of the proceeds from the Offering and the proceeds of the Private Placement, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account established for the benefit of the Company’s public stockholders.

On February 11, 2022, the Class A Common Stock and Public Warrant included in the Units began separate trading.

Charter Amendments

On March 24, 2023, the Company held a Special Meeting of Stockholders (the “First Special Meeting”). At the First Special 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. At the First Special 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”). 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 were 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 Sponsor has continued to make monthly deposits into the Trust Account of $191,666 for five of the nine monthly extensions, from March 29, 2023 until August 29, 2023.

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”).

On September 21, 2023, the Company held a Special Meeting of Stockholders (the “Second Special Meeting”). At the Second Special Meeting, the Company’s stockholders approved the Charter Amendment, which extends the date by which the Company must consummate its initial Business Combination from December 29, 2023 to December 29, 2024, 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 $40,000, 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 September 28, 2023. At the Second Special Meeting, the Company’s stockholders approved the Charter Amendment extending the date by which the Company must consummate the initial Business Combination from December 29, 2023 to December 29, 2024, (or such earlier date as determined by the Company’s Board of Directors) (the “Extension Amendment Proposal”). Stockholders holding 3,298,311 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.72 per share of the funds in the Trust Account. As a result, approximately $35,448,259 were removed from the Trust Account to pay such holders.

~~Following the redemption, the Company’s remaining shares of Class A common stock outstanding were~~ 1~~,762,409. The Sponsor has continued to make monthly deposits into the Trust Account of $40,000 for the monthly extensions, from September 29, 2023 until April 29, 2024.~~

Following the redemption, the Company’s remaining shares of Class A common stock outstanding were 1,762,409. The Sponsor has continued to make monthly deposits into the Trust Account of $40,000 for the monthly extensions, from September 29, 2023 until December 29, 2024.

On July 5, 2024, the Company held a special meeting of stockholders (the “Third Special Meeting”) at which the Company’s stockholders approved the Optional Conversion Amendment Proposal (defined below) to amend the Company’s amended and restated certificate of incorporation, as further amended on March 28, 2023 and September 28, 2023 (the “Charter”), and authorized the Company to file the Third Amendment to the Company’s Charter with the Secretary of State of Delaware (the “Third Amendment”). Following approval of the Optional Conversion Amendment Proposal by the stockholders, the Company promptly filed the Third Amendment with the Secretary of State of Delaware. At the Third Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s Charter to provide for the right of a holder of Class B Common Stock, par value $0.0001 per share, of the Company (“Class B Common Stock”), to convert such Class B Common Stock into Class A Common Stock on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Optional Conversion Amendment” and such proposal, the “Optional Conversion Amendment Proposal.

On December 28, 2024, the Company held a special meeting of its stockholders (the “Fourth Special Meeting”). At the Fourth Special Meeting the Company’s stockholders approved the proposal to amend the Company’s Charter 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”) and approved the amendment to 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.

At the Fourth Special Meeting, the Company’s stockholders also approved an amendment to the Company’s investment management trust agreement (as previously amended, the “Trust Agreement”), 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”). Also at the Fourth Special Meeting, stockholders holding 1,758,014 shares of the Company’s Class A 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 was removed from the Trust Account to pay such holders.

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.

The Company also made an amendment to the Company’s investment management trust agreement (the “Trust Agreement”), dated as of December 23, 2021, as amended by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period from December 29 2023 to December 29, 2024, and updating certain defined terms in the Trust Agreement (the “Second Amendment to the Trust Agreement”).

The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Termination of Proposed Business Combination

On April 25, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Arogo, Arogo Merger Singto, LLC, f/k/a Koo Dom Investment, LLC, a Delaware corporation and wholly-owned subsidiary of Arogo (“Merger Sub”), Eon Reality, Inc., a California corporation (“EON”), Koo Dom Investment, LLC, in its capacity as (“Purchaser Representative”), and EON, in its capacity as (“Seller Representative”). On October 6, 2022, the parties to the Merger Agreement entered into that certain First Amendment to the Agreement and Plan of Merger (the “Amendment”). The Business Combination agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on April 26, 2022, and on October 7, 2022.

On November 7, 2023, the Company sent EON a termination notice (the “Termination Notice”) that the Company had terminated the Business Combination Agreement (the “Termination”) and all Ancillary Agreements, pursuant to Section 8.1 (Termination) thereof and as a remedy at law, based on breaches by EON of certain covenants contained in the Business Combination Agreement.

~~The~~In ~~Termination~~order ~~Notice~~to ~~does~~protect the amounts ~~not~~held ~~constitute~~in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a ~~waiver~~third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, ~~and~~if ~~shall~~less ~~not~~than ~~prejudice~~$10.15 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s ~~rights~~indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the ~~Business~~“Securities ~~Combination~~Act”). ~~Agreement~~Moreover, orin atthe ~~law~~event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company ~~reserves~~will ~~all~~seek ~~such~~to ~~rights~~reduce inthe ~~full~~possibility that the Sponsor will have to ~~pursue~~indemnify ~~any~~the ~~and~~Trust ~~all~~Account ~~loss~~due to claims of ~~Arogo~~creditors by endeavoring to have all vendors, ~~Arogo~~service ~~Representative~~providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the ~~shareholders~~Company ofdoes business, execute agreements with the Company waiving any right, title, ~~with~~interest ~~respect~~or claim of any kind in or to monies held in the ~~Termination~~Trust Account.

~~The~~Termination ~~foregoing description~~ of ~~the~~Eon ~~Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the text of the Business Combination Agreement~~Reality, ~~which was previously filed as Exhibit 2~~Inc.1 toMerger the Current Report on Form 8-K filed with the SEC on April 26, 2022, and the BCA Amendment, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 6, 2022, which is incorporated by reference herein. Agreement

~~Registration~~On ~~Statement~~April 25, 2022, the Company entered into an Agreement and Plan of Merger with Eon Reality, Inc. (“Eon”), a California corporation. On November 7, 2023, the Company sent EON a termination notice notifying EON that the Company had terminated the Agreement and Plan of Merger and all ancillary agreements, pursuant to Section 8.1 of the Agreement and Plan of Merger, based on ~~Form~~breaches ~~S-4~~by ~~Declared~~EON of certain covenants contained in the ~~Abandoned~~Agreement and Plan of Merger.

~~The~~Termination ~~Company filed a Registration Statement on Form S-4 with the SEC on October 7, 2022, to register the issuance~~ of ~~the~~Ayurcann ~~Company~~Holdings ~~Common Stock that will be issued at the consummation of the~~ Business Combination~~, the warrants exercisable for Company Common Stock that will result from the amendment of the~~ Company’s public warrants at the consummation of the Business Combination and the Company Common Stock issuable upon exercise of such warrants. The Company filed an Amendment No. 1 thereto on February 13, 2023. We use the term “Arogo Form S-4” to refer to the original registration statement as amended by the first amendment and as it may be subsequently further amended. On February 6, 2024, the Securities and Exchange Commission (the “SEC”) declared the Registration Statement as abandoned under the Securities Act of 1933, as amended.Agreement

On June 25, 2024, the Company entered into a Business ~~Strategy~~Combination Agreement with Ayurcann Holdings Corp. (“Ayurcann”), an Ontario corporation. On November 19, 2024, the Company delivered a termination notice to Ayurcann that Arogo had terminated the Business Combination Agreement and ~~Competitive~~all ancillary ~~Advantages~~documents, in accordance with Section 10.1, of the Business Combination Agreement because Ayurcann failed to deliver Audited Financial Statements and Updated Financial Statements in accordance with Section 8.16 of the Business Combination Agreement and because the Transactions have not been consummated on or prior to the Termination Date. In accordance with Section 10.2 of the Business Combination Agreement, Arogo’s Termination Notice included a demand that Ayurcann make a payment of the Company Reimbursement Termination Fee to Arogo. Ayurcann did not respond to the Company’s demands. The Company does not intend to pursue litigation to enforce the payment of the Company Reimbursement Termination Fee.

~~While~~The weTellink ~~may~~Business ~~pursue~~Combination an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background and to capitalize on the ability of our management team to identify and acquire a business focusing on operations or prospective operations in electric vehicles (EV) technology, smart mobility or sustainable transportation and related business ecosystem in Asia Pacific, primarily South East Asia, where our management team has extensive experience, especially in information technology, transportation operations, and manufacturing industries.Agreement

WeOn ~~believe~~December ~~that~~6, ~~acquiring a~~2024, ~~leading~~the ~~high-growth~~Company ~~technology~~entered ~~company~~into ora ~~assets~~binding inletter of intent (the ~~transportation~~“LOI”) ~~industry~~with ~~will~~Bangkok ~~provide~~Tellink Co., Ltd., a ~~platform~~Thailand-based toregistered ~~fund~~company ~~consolidation~~(“Tellink”) ~~and~~in ~~fuel~~connection with ~~growth~~a ~~for~~proposed ~~our~~business ~~company.~~combination ~~There~~between isArogo noand ~~restriction~~Tellink. inTellink ~~the~~is ~~geographic~~a ~~location~~provider of ~~targets~~innovative wetelecommunications ~~can~~and ~~pursue,~~Internet-of-Things solutions. ~~although~~The weLOI ~~intend~~contained toa ~~initially~~45-day ~~prioritize Asia~~exclusivity ~~Pacific~~period, ~~especially~~which ~~South~~was ~~East~~extended ~~Asia~~by asthe mutual consent of the ~~geographical~~parties ~~focus~~(the “Parties”).

WeOn ~~believe~~February ~~that~~14, ~~there~~2025, isthe aCompany ~~large~~and ~~pool~~Tellink ofentered ~~quality~~into ~~initial business combination targets looking for exit opportunities with~~ an ~~increasing~~agreement ~~number~~and plan of ~~private~~merger ~~equity~~ (orthe ~~PE)~~“Business ~~and~~Combination ~~venture capital (or VC~~Agreement”), ~~activities~~as ina ~~the~~result ~~certain~~of ~~regions~~which, the ~~which~~parties ~~provides~~intend usto ~~opportunities~~form ~~given~~a ~~what~~new wepublic ~~believe~~holding ~~are~~company ~~the~~(“Pubco”) ~~limited exit~~and ~~options~~at ~~for mid-market companies in~~ the ~~region. Also~~closing, ~~we believe that~~ the ~~technology~~Company ~~and~~shall ~~tech~~become ~~enabled industries represent~~ a ~~particularly~~wholly-owned ~~attractive~~subsidiary ~~deal~~of ~~sourcing~~Pubco, ~~environment~~and ~~that~~Pubco ~~will~~shall ~~allow~~acquire usall toof ~~leverage~~the ~~our~~issued ~~team’s skill sets~~ and ~~experience~~outstanding toordinary ~~identify~~shares anof ~~initial business~~Tellink ~~combination~~from ~~which~~its ~~can~~sellers ~~potentially~~in ~~serve as a strong platform~~ exchange for ~~future~~ordinary ~~add-on~~shares ~~acquisitions.~~of ~~Our investment thesis is supported by what we believe are the following trends in our target sectors:~~Pubco.

●Pursuant ~~Strong~~to ~~Core~~the ~~Industry~~Business Combination ~~Fundamental:~~Agreement, ~~Despite~~subject ~~the~~to ~~impact of~~ the ~~COVID-19~~terms ~~pandemic~~and onconditions ~~global~~set ~~automotive~~forth ~~sales~~therein, ~~electrification~~the ofParties ~~transportation~~intend ~~remains on track. According~~ to effect a ~~March~~business ~~2021~~combination ~~article~~transaction whereby by(a) ~~Deloitte~~Purchaser onwill ~~deloitte.com,~~merge ~~across~~with ~~the globe, regulators~~ and ~~industry~~into ~~players~~Merger ~~alike~~Sub, ~~recognize~~with ~~the~~Purchaser ~~opportunity~~continuing ~~that~~as the ~~transition~~surviving toentity ~~electric~~or, ~~vehicles~~alternatively, ~~(EVs)~~Purchaser will ~~presents~~merge ~~for~~with ~~their~~and ~~economies~~into toPubco ~~simultaneously~~(the ~~advance~~“Merger”), ~~their~~as ~~goals~~a ~~for~~result ~~economic~~of ~~growth and sustainable development. Within Southeast Asia~~which, ~~the~~(i) ~~benefits~~Purchaser ofshall ~~electrification~~become ~~are~~a ~~tangible and wide~~wholly-~~ranging.~~owned ~~Apart~~subsidiary of ~~from enabling economies to meet their climate change commitments~~Pubco, ~~reduce~~and ~~air~~(ii) ~~pollution,~~each issued and ~~increase~~outstanding ~~energy~~ security, ~~electrification~~of ~~also~~Purchaser ~~offers~~immediately ~~many~~prior ~~opportunities~~to ~~along~~ the ~~value~~Effective ~~chain~~Time ~~for~~shall ~~economies~~no ~~with~~longer ~~established~~be ~~automotive manufacturing hubs – such as Indonesia~~ outstanding and ~~Thailand~~shall –automatically tobe ~~extend~~cancelled, ~~their footprint~~ in EVexchange ~~and battery production, and~~ for ~~economies~~the ~~with~~right ~~less~~of ~~developed~~the ~~automotive~~holder ~~manufacturing~~thereof ~~capabilities~~ to ~~catch~~receive upa ~~with,~~substantially orequivalent ~~even~~security ~~leapfrog~~of Pubco, ~~industry~~and ~~players~~(b) inPubco ~~more~~shall ~~established~~acquire ~~automotive~~all ~~manufacturing~~of ~~hubs. Specifically,~~ the ~~shift~~issued toand ~~EVs~~outstanding isordinary ~~expected~~shares toof ~~not~~the ~~only~~Company ~~contribute~~from to the ~~overall~~Sellers ~~reduction~~in ofexchange ~~carbon~~for ~~emissions,~~ordinary shares ~~but~~of ~~also create substantial macroeconomic opportunities as automotive players rethink their conventional internal combustion engine vehicle (ICEV) value chains~~Pubco.

●Representations Strong Growth in Private Equity: In the first quarter of 2021, global venture funding reached a record of $125 billion, this number is up 94% compared to the same period last year according to an April 2021 article on crunchbase.com. A total of $188 billion was raised across 452 funds in the first quarter of the year, up 16% and 5% respectively in Q1 2020 according to an April 2021 press release on preqin.com. A May 2021 article by Ernst & Young, on ey.com, Mega deals increased in Q1 2021, mega-round ($100 million and over) investments accounting for more than 60% of activity, with 183 deals raising $39 billion in Q1 2021. This strong growth should further populate the pipeline of PE owned companies waiting for an exit.Warranties

●The ~~Targeting~~Business ofCombination Agreement ~~Fastest~~contains ~~Growing~~a ~~Industries.~~number ~~The~~of ~~main~~representations ~~industries~~and wewarranties ~~are~~made ~~targeting~~by ~~are~~Arogo, the ~~transportation~~Company and ~~technology~~Pubco ~~industries.~~as ~~This~~of isthe ~~not~~date ~~just a function~~ of ~~our~~such ~~expertise~~agreement inor other ~~these~~specific ~~fields,~~dates ~~but~~solely itfor isthe ~~also~~benefit ~~because~~of ~~these~~certain ~~sectors are currently anticipated to be some~~ of the ~~fastest~~parties ~~growing~~to ~~industries in~~ the ~~global~~Business ~~economy~~Combination Agreement, ~~with~~which ~~the~~in ~~expectation~~certain ~~that~~cases ~~the~~are subject ~~global~~to ~~smart~~specified ~~mobility~~exceptions ~~industry~~and ~~will~~materiality, ~~expand~~Material atAdverse aEffect, ~~compounded~~knowledge ~~annual~~and ~~growth~~other ~~rate~~qualifications ~~(CAGR)~~contained ofin ~~approximately~~the ~~29.33%~~Business Combination ~~from~~Agreement ~~USD~~or ~~421.32~~in ~~billion~~information inprovided ~~2020~~pursuant to ~~USD~~certain ~~3.3~~disclosure ~~trillion~~schedules into ~~2029~~the ~~with~~Business ~~over~~Combination ~~30%~~Agreement. ~~coming~~“Material Adverse ~~from~~Effect” ~~Asia~~as ~~Pacific~~used in ~~accordance with~~ the ~~May~~Business ~~2021~~Combination ~~report~~Agreement onmeans ~~researchandmarkets.com.~~with ~~The~~respect ~~decrease~~to inany ~~the~~specified ~~cost~~person ofor ~~hardware~~entity, ~~the~~any ~~evolution of network communication technology~~fact, ~~growth in support infrastructure~~event, occurrence, ~~high~~change ~~mobile~~or ~~adoption~~effect ~~and~~that ~~internet~~has ~~penetration~~had ~~are~~or ~~some~~would ofreasonably ~~the~~be ~~key~~expected ~~drivers~~to ~~for~~have, ~~the~~individually ~~expansion~~or ~~and~~in ~~growth of~~ the ~~smart mobility market. Besides~~aggregate, ~~there is~~ a ~~massive~~material ~~opportunity~~adverse effect ~~for growth in EV technology. According to an April 2021 article by Market Data Forecast~~ on ~~marketdataforecast.com,~~ the ~~Asia~~business, ~~Pacific~~assets, ~~electric~~liabilities, ~~vehicle~~results ~~market alone is expected to reach USD166.3 billion by 2025 with a CAGR~~ of ~~29.9%~~operations, ~~fueled~~prospects byor ~~environmental~~condition ~~awareness,~~(financial ~~government~~or ~~support,~~otherwise) ~~growing concerns~~ of ~~rising~~such ~~air~~person ~~pollution~~or entity and ~~growing~~its ~~demand~~subsidiaries, ~~for~~taken ~~vehicles~~as ~~using~~a ~~clean~~whole, ~~fuel.~~or ~~The smart mobility market has experienced substantial growth over~~ the ~~last~~ability ~~few~~of ~~years~~such ~~and~~person isor ~~expected~~entity toor ~~increase~~any ~~further over the projected period~~ of ~~2020-2029~~its insubsidiaries ~~the~~on ~~areas~~a oftimely ~~connectivity,~~basis ~~electrification, automation and shared mobility pursuant~~ to consummate the ~~May~~transactions ~~2021~~contemplated ~~report~~by ~~on researchandmarkets.com With rising pollution concerns and~~ the ~~need~~Business ~~for~~Combination ~~decarbonization~~Agreement inor the ~~areas~~ancillary ofdocuments ~~sustainable development~~thereto, wesubject ~~will also be focusing on businesses with Environment, Social & Governance (ESG) priorities related~~ to ~~sustainable~~certain customary ~~transportation and its ecosystem~~exceptions.

●In ~~Operator-Led~~the ~~SPACs~~Business ~~outperform~~Combination Agreement, ~~their~~Arogo ~~Sectors:~~made ~~According~~certain customary representations and warranties to athe ~~September~~Company, ~~2020~~including ~~article~~among byothers, ~~McKinsey~~related &to ~~Company~~the onfollowing: (1) ~~mckinsey.com~~corporate matters, ~~SPACs~~including ~~that~~due ~~are~~organization, ~~led~~existence byand ~~executives~~good ~~with~~standing; ~~past~~(2) ~~C-Suite~~authority ~~experience~~and ~~tend~~binding effect relating to ~~outperform~~execution and delivery of the Business Combination Agreement and other ~~SPACs~~ancillary documents; (by3) ~~about~~governmental ~~40%~~approvals; (4) non-contravention; (5) capitalization; (6) SEC filings and ~~their~~Arogo ~~industry~~financial ~~peers~~statements; (by7) ~~about~~absence of certain changes; (8) compliance with laws; (9) actions, orders and permits; (10%) ~~after~~tax atreturns; ~~least~~(11) employees and employee benefit plans; (12) ~~months~~properties; (13) material contracts; (14) transactions with affiliates; (15) Merger Sub Activities (16) Investment Company Act of ~~publicly~~1940, ~~available~~as ~~trading~~amended ~~data~~(the “Investment Company Act”); (17) finders and brokers; (18) ownership of stockholder merger consideration (19) certain business practices; (20) insurance; (21) Purchaser trust account (22) independent investigation.

Additionally, Pubco made certain customary representations and warranties related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) ownership of the exchange shares; (7) Pubco and Merger Sub activities; (8) finders and brokers; (9) Investment Company Act; (10) information supplied; (11) independent investigation; and (12) no other representation.

In the Business Combination Agreement, the Company made certain customary representations and warranties to Arogo and Pubco, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) the Company financial statements; (8) absence of certain changes; (9) compliance with laws; (10) orders and permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) books and records; (24) top customers and suppliers; (25) certain business practices; (26) compliance with privacy laws, privacy policies and certain contracts; (27) Investment Company Act; (28) finders and brokers; (29) independent investigation (30) information supplied; (31) disclosure.

Each Party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), including in pertinent part the covenants regarding: (1) access and information; (2) conduct of business of the Company; (3) conduct of business of Arogo; (4) the Company’s obligation to deliver interim financial statements; (5) Arogo’s public filing and Arogo’s stockholder approval; (6) no solicitation; (7) trading; (8) notifications of certain matters; (9) efforts to consummate the closing and obtain third party and regulatory approvals; (10) tax matters (11) further assurances; (12) filing of a Registration Statement (as defined below); (13) company shareholder approval; (14) public announcements; (15) confidentiality; (16) documents and information; (17) post-closing board of directors and executive officers; (18) indemnification of directors and officers after the Closing and tail insurance; (19) use of trust account proceeds after the Closing; (20) PIPE investment, if sought; and (21) incentive equity plan.

The parties also agreed to take all necessary actions to cause Pubco’s board of directors immediately after the Closing to consist of a board of five directors, a majority of which will be independent, whereby: one (1) person designated by the Company and Purchaser prior to the Closing that shall qualify as an independent director (the “Purchaser Director”), one (1) person designated by the Sponsor prior to the Closing that shall qualify as an independent director (the “Sponsor Director”), and three (3) directors designated by the Company, at least one (1) of whom shall be required to qualify as an independent director. At or prior to the Closing, Pubco will provide each Arogo director with a customary director indemnification agreement, in form and substance reasonably acceptable to the Company.

Arogo and Pubco also agreed to prepare, and Pubco shall file with the Securities and Exchange Commission (“SEC”), a registration statement on Form F-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance of securities of Pubco to the holders of Arogo securities and containing a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of Arogo for the matters relating to the Transactions to be acted on at the extraordinary general meeting of the shareholders of Arogo and providing such shareholders with an opportunity to participate in the redemption by Arogo of its public shareholders in connection with Arogo’s initial business combination, as required by its amended and restated memorandum and articles of association (the “Redemption”).

Conditions to Closing

The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and Arogo of the following conditions: (i) the approval of the Business Combination Agreement and the transactions contemplated thereby, the adoption of Pubco’s amended and restated the memorandum and articles of association, the adoption and approval of a new equity incentive plan for Pubco, the appointment of the members of the Pubco’s board of directors after the Closing and other related matters by the requisite vote of Arogo’s shareholders; (ii) receipt by the Company of all consents required and regulatory approvals to be obtained from any regulatory authority or third person in order to consummate the Transactions (the “Required Consents”); (iii) expiration of any waiting period under applicable antitrust laws; (iv) no law or order preventing or prohibiting the Transactions; (v) no pending litigation to enjoin or restrict the consummation of the Closing; (vi) members of the post-closing Pubco board shall have been elected or appointed as of the Closing Date; (vii) the effectiveness of the Registration Statement; and (viii) Nasdaq listing of Pubco shares.

In addition, unless waived by the Company, the obligations of the Company to consummate the Transactions are subject to the satisfaction of the following conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Arogo being true and correct as of the date of the Business Combination Agreement and as of the Closing Date (subject to Material Adverse Effect); (ii) Arogo having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the Closing Date; (iii) absence of any Material Adverse Effect with respect to Arogo since the date of the Business Combination Agreement which is continuing and uncured; and (iv) delivery of closing deliverables documents are in full force and effect such as consents and good standing certificate.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing by either Arogo or the Company if the Closing has not occurred on or prior to December 31, 2025 (the “Outside Date”); provided that if Arogo, at its election with the consent of the Company, receives shareholder approval for a charter amendment to extend the term it has to consummate a business combination (“Charter Extension”) for an additional period equal to the shorter of (i) three (3) additional months, and (ii) the period ending on the last date for Arogo to consummate its Business Combination pursuant to such subsequent Charter Extension. A party is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Business Combination Agreement by such Party.

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of Arogo and the Company; (ii) by either Arogo or the Company if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by the Company for a material uncured breach of the Business Combination Agreement by Arogo if the breach would result in the failure of the related Closing condition; (iv) by Arogo for the material uncured breach of the Business Combination Agreement by the Company, Pubco, Merger Sub, if the breach would result in the failure of the related Closing condition; (v) by Arogo if there has been a Material Adverse Effect with respect to the Company taken as a whole since the date of the Business Combination Agreement, which is uncured and continuing; or (vi) by either Arogo or the Company if Arogo holds an extraordinary general meeting of its stockholders to approve the Business Combination Agreement and the Transactions and such approval is not obtained.

If the Business Combination Agreement is terminated, all obligations of the parties under the Business Combination Agreement (except for certain obligations related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for certain fraud claims or for willful breach of the Business Combination Agreement prior to the termination.

Lock-Up Agreements

On or before the Closing, the Significant Company Holders shall each have each entered into a Lock-Up Agreement with Purchaser and the Purchaser Representative, with regard to the Exchange Shares to be received by such Seller. In such Lock-Up Agreement, each Seller agreed that such Seller will not, during the period commencing from the Closing Date and ending on the six (6) month anniversary of the Closing Date, (i) lend, offer, pledge (except as provided below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of such Exchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Exchange Shares, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).

Non-Competition and Non-Solicitation Agreement

Also on February 14, 2025, key management of the Company entered into a two-year Non-Competition and Non-Solicitation Agreement in favor of Purchaser and the Company (each, a “Non-Competition Agreement”), each of which agreements described in clauses (a) and (b) above will become effective as of the Closing of the business combination.

Letter Agreement

As previously reported by Arogo on Form 8-K filed with the SEC on December 31, 2021, Arogo’s sponsor, Singto, LLC (previously named Koo Dom Investment LLC) (the “Sponsor”), along with each officer and director of Arogo, entered into a Letter Agreement dated December 23, 2021 whereby the Sponsor and each officer and director agreed that it, he or she shall not transfer below) any of their shares until the earlier of (A) six months after the completion of Arogo’s business combination, and (B) subsequent to the business combination, (x) if the closing price of Arogo Class A Common Stock equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the business combination or (y) the date on which Arogo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of Arogo’s shareholders having the right to exchange their shares of Arogo Class A Common Stock for cash, securities or other property.

Sponsor Support Agreement

Also on February 14, 2025, Arogo, the Sponsor, and the Company entered into the Sponsor Support Agreement. Pursuant to the terms of the Sponsor Support Agreement, the Sponsor agreed to vote their Arogo founder shares and Private Placement Shares, as applicable, in favor of the adoption and approval of the Business Combination Agreement and the Transactions.

Voting Agreement

Also on February 14, 2025, Arogo, the Company, and the Company Shareholders entered into the Voting Agreement. Pursuant to the terms of the Voting Agreement, the Company and the Company Shareholders agreed to vote in favor of the adoption and approval of the Business Combination Agreement and the Transactions.

Our Business

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. While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background and to capitalize on the ability of our management team to identify and acquire a business focusing on operations or prospective operations in electric vehicles (EV) technology, smart mobility or sustainable transportation and related business ecosystem in Asia Pacific, primarily Southeast Asia, where our management team has extensive experience, especially in information technology, transportation operations, and manufacturing industries. There is no restriction in the geographic location of targets we can pursue, although we intend to initially prioritize Asia Pacific, especially Southeast Asia as the geographical focus.

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 will use our management team’s significant venture capital and private equity experience in sourcing transactions and due diligence to identify and negotiate a combination with an enduring business. The traditional IPO process entails significant preparation, commitment of time and resources and entails meaningful uncertainty. As a result, management and owners are searching for viable public market alternatives. 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.

Over the course of their careers, our management team, members of our Board and our advisors, have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of opportunities. This network has been developed through both investing and operating experience across a broad range of sectors, including diversified business services, technology, telecommunications, media and entertainment, pharmaceutical and consumer healthcare, financial services and financial technology, consumer products, energy and power, real estate including real estate services and related businesses, environmental services, mobility and electrification of the transportation industry and insurance and insurance related services. We expect these networks will provide us with a robust flow of opportunities for a potential business combination.

Our Business Strategy

We believe that there is a large pool of quality initial business combination targets looking for exit opportunities with an increasing number of private equity (or PE) and venture capital (or VC) activities in the certain regions, which provides us opportunities given what we believe are the limited exit options for mid-market companies in the region. Also, we believe that the technology and tech enabled industries represent a particularly attractive deal sourcing environment that will allow us to leverage our team’s skill sets and experience to identify an initial business combination which can potentially serve as a strong platform for future add-on acquisitions. Our investment thesis is supported by what we believe are the following trends in our target sectors:

●

Strong Core Industry Fundamental: The transition to electric vehicles (EVs) presents a significant economic opportunity for nations, encompassing job creation, reduced fuel costs, and potential for environmental benefits. EV adoption can drive innovation, create new industries, and bolster national economies. Within Southeast Asia, the benefits of electrification are tangible and wide-ranging. Apart from enabling economies to meet their climate change commitments, reduce air pollution, and increase energy security, electrification also offers many opportunities along the value chain for economies with established automotive manufacturing hubs – such as Indonesia and Thailand – to extend their footprint in EV and battery production, and for economies with less developed automotive manufacturing capabilities to catch up with, or even leapfrog, industry players in more established automotive manufacturing hubs. Specifically, the shift to EVs is expected to not only contribute to the overall reduction of carbon emissions, but also create substantial macroeconomic opportunities as automotive players rethink their conventional internal combustion engine vehicle (ICEV) value chains.

●

Strong Growth in Private Equity: In the first quarter of 2025, global venture funding reached $113 billion, marking the strongest performance since mid-2022. Global venture funding for electric vehicles (EVs) has seen significant growth, with early-stage funding in charging technology and battery components attracting substantial investment. Sustainable mobility, including EV-related technology, has become a top funding sector, driven by investments in battery and charging solutions, as well as EV original equipment manufacturers (OEMs). Global venture funding in the telecommunications sector experienced a significant shift in 2024. While the first half of the year saw a steep decline, the third quarter witnessed a dramatic surge primarily due to a single large deal. The third quarter of 2024 saw a significant increase in private equity and venture capital investments, reaching $5.04 billion, a sharp contrast to the $1.53 billion invested in the first half of the year.

●

Targeting of Fastest Growing Industries. Global venture funding in the telecommunications sector experienced a significant shift in 2024. While the first half of the year saw a steep decline, the third quarter witnessed a dramatic surge primarily due to a single large deal. The third quarter of 2024 saw a significant increase in private equity and venture capital investments, reaching $5.04 billion, a sharp contrast to the $1.53 billion invested in the first half of the year.

Acquisition Criteria

Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

●

Target Size: Consistent with our investment thesis as described above, we plan to target businesses with total enterprise values ranging from $200.0 million to $2.0 billion in the transportation and technology industries, specifically within the electric vehicles (EV) technologies, smart mobility, or sustainable transportation.

●

Businesses with Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

●

Businesses with Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance stockholder value.

●

Strong Management. We will seek companies with strong management teams already in place. We will spend significant time assessing a company’s leadership and human fabric, and maximizing its efficiency over time.

●

Benefit from Being a Public Company. We intend to acquire one or more businesses that will benefit from being publicly-traded and can effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company.

●

Appropriate Valuations and Upside Potential. We intend to apply rigorous, criteria-based, disciplined, and valuation-centric metrics. We intend to acquire a target on terms that we believe provide significant upside potential while seeking to limit risk to our investors.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management may deem relevant.

Initial Business Combination and Satisfaction of 80% Test

~~Nasdaq~~The ~~rules~~Company ~~require that we~~ must complete one or more ~~business~~initial ~~combinations~~Business ~~having~~Combinations with anone ~~aggregate~~or more operating businesses or assets with a fair market value ofequal to at least 80% of the ~~value~~net ~~of the~~ assets held in the ~~trust~~Trust Account ~~account~~ (excluding the deferred underwriting commissions and taxes payable on the interest earned on the ~~trust~~Trust ~~account~~Account) ~~at the time of our signing a definitive agreement in connection with our initial business combination~~. Our board of directors will make the determination as to the fair market value of our initial business combination. As of December 31, ~~2023~~2024, the balance of the funds in the Trust Account was approximately $151,~~564~~005,~~675 (excluding $3,622,500 of the cash portion of the deferred underwriting commissions) and 80% thereof represents approximately $12,451,740~~054.

If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, ~~pursuant~~ ~~to Nasdaq rules,~~ any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

5Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. Following an initial business combination, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’ interests than it would as a private company. A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of Class A common stock (or shares of a new holding company) or for a combination of our shares of Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with an initial business combination with us.

Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any proposed initial business combination, negatively.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30^th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30^th.

Financial Position

With funds available for an initial business combination initially in the amount of $791,~~026~~005,054 as of December 31, ~~2023~~2024, ~~after payment of $3,622,500 of deferred underwriting fees,~~ before fees and expenses associated with our initial business combination (other than deferred underwriting fees), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the placement units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to backstop agreements we may enter into following the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale of the placement units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by applicable law or stock exchange requirements, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately, or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals, as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis. Our officers and directors, as well as our sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our sponsor and their affiliates. We may engage the services of professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction; in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination except as set forth herein. We have agreed to pay Singto, LLC, f/k/a Koo Dom Investment, LLC, our sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating, and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination candidate.

We are not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated with our sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with an initial business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

If any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors may have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Selection of a Target Business and Structuring of our Initial Business Combination

~~Nasdaq~~The ~~rules~~Company ~~require~~must ~~that~~complete weone ~~must~~or ~~complete~~more initial Business Combinations with one or more ~~business~~operating ~~combinations~~businesses ~~having~~or anassets ~~aggregate~~with a fair market value ofequal to at least 80% of the ~~value~~net ~~of the~~ assets held in the ~~trust~~Trust ~~account~~Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the ~~trust~~Trust ~~account~~Account) ~~at the time of our signing a definitive agreement in connection with our initial business combination, as was the case with the Business Combination~~. The fair market value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading ~~multiples~~ multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will virtually have unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act, as was the case with the Business Combination. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of Nasdaq’s 80% fair market value test. There is no basis for investors in the IPO to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective business target, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. In addition, we intend to focus our search for an initial business combination in a single industry. By completing our initial business combination with only a single entity, our lack of diversification may:

●

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

●

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required by applicable law or applicable stock exchange listing requirements, or we may decide to seek stockholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

Under Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

●

we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding (other than in a public offering);

● any of our directors, officers or substantial stockholders ~~(as defined by Nasdaq rules)~~ has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or

●

the issuance or potential issuance of common stock will result in our undergoing a change of control.

Permitted Purchases of our Securities

In connection with the Business Combination, or if the Business Combination is not consummated, and we seek stockholder approval of our initial business combination ~~and~~ and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, ~~initial~~ initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers or their affiliates may purchase in such transactions, subject to to compliance with applicable law ~~and Nasdaq rules~~. However, they have no current commitments, plans or intentions to engage in such transactions ~~and~~ and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any ~~such~~ such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are ~~prohibited~~ prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination.

The purpose of any such purchases of shares could be to (i) vote such shares in favor of the Business Combination or an alternative business combination, in the event Business Combination is not consummated, and thereby increase the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination. Our sponsor, officers, directors or their affiliates will only purchase public shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.15 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to ~~any~~their founder shares, placement shares and any public shares held by them in in connection with the completion of our initial business combination.

Manner of Conducting Redemptions

In connection with the initial business combination, we will provide our public stockholders with the opportunity to redeem all or a portion of their public shares of Class A common stock upon the completion of the initial business combination in connection with a stockholder meeting called to approve the initial business combination. In connection with a proposed initial business combination, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A Common Stock upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. ~~Under~~ Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure an initial business combination ~~with~~ with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder ~~vote~~ vote to approve the proposed initial business combination. We may conduct redemptions without a stockholder vote pursuant to the tender ~~offer~~ offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

If stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

●

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

●

file proxy materials with the SEC.

The initial business combination requires the approval of our stockholders under the Merger Agreement ~~and Nasdaq rules~~. We will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the Business Combination. If the Business Combination is not consummated, and we seek stockholder approval of an alternative initial business combination, we will complete our initial business combination only if a majority of the outstanding shares of common stock present and entitled to vote at the meeting to approve the initial business combination when a quorum is present are voted in favor of the initial business combination and we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

12A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them and any public shares acquired during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

The Business Combination requires the approval of our stockholders under the Merger Agreement and Nasdaq rules. We will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the Business Combination. If the Business Combination is not consummated, and we seek stockholder approval of an alternative initial business combination, we will complete our initial business combination only if a majority of the outstanding shares of common stock present and entitled to vote at the meeting to approve the initial business combination when a quorum is present are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them and any public shares acquired during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

If in connection with a proposed initial business combination a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

●

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

If the initial business combination is not consummated and upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, we will not redeem any public shares unless our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

Our amended and restated certificate of incorporation provides that we may not redeem our public shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.16

Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval

Notwithstanding the foregoing, in connection with the stockholder approval of the Business Combination, or if the Business Combination is not consummated and we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as the “Excess Shares.” Such restriction shall also be applicable to our affiliates. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering Stock Certificates in Connection with Redemption Rights

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent up to two business days prior to the vote on the proposal to approve the initial business combination, or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The proxy materials that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two days prior to the vote on the initial business combination to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many special purpose acquisition companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed initial business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the initial business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the initial business combination during which he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the initial business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date of the stockholder meeting. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If the Business Combination or an alternative initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If the Business Combination is not consummated, we may continue to try to complete an initial business combination with a different target until 15 months from the closing of the IPO (or up to 21 months if we extend the period of time to consummate a business combination or as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation).

Redemption of Public Shares and Liquidation if no Initial Business Combination

~~Our~~On ~~amended~~December ~~and~~28, ~~restated certificate~~2024, ~~of incorporation provides that in~~ the ~~event that the~~ Company ~~has~~held ~~not~~a ~~consummated~~special anmeeting ~~initial~~of ~~Business~~its ~~Combination by December~~stockholders ~~29, 2024, provided that~~ (i) the ~~Sponsor~~“Fourth ~~(or~~Special ~~its affiliates or permitted designees~~Meeting”). ~~will~~At ~~deposit into~~ the ~~Trust~~Fourth ~~Account~~Special ~~$40,000~~Meeting ~~for each such one-month extension until December 29, 2024 unless~~ the ~~closing of the~~ Company’s ~~initial~~stockholders ~~business~~approved ~~combination shall have occurred (~~the ~~“Extension~~proposal ~~Payment”)~~to ~~in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a~~amend ~~business combination and (ii)~~ the ~~procedures~~Company’s ~~relating~~Charter to ~~any~~extend ~~such extension, as set forth in~~ the ~~Trust~~date ~~Agreement,~~by ~~shall~~which ~~have~~Arogo ~~been~~must ~~complied with.~~consummate Ifits ~~we are unable to complete our~~ initial business combination byfrom December 29, 2024, to weJune ~~will:~~29, ~~(i) cease~~2026 ~~all operations except for~~ (the ~~purpose~~“Extension ofAmendment ~~winding up, (ii~~Proposal”) as ~~promptly~~and asapproved ~~reasonably~~the ~~possible~~an ~~but~~amendment ~~not~~to ~~more~~the ~~than~~Company’s ~~ten~~investment ~~business days thereafter, redeem the~~management ~~public~~trust ~~shares,~~agreement at(as apreviously ~~per-share price~~amended, ~~payable~~the in“Trust ~~cash~~Agreement”), ~~equal~~ to eliminate the ~~aggregate~~payments ~~amount~~required ~~then~~under ~~on deposit in~~ the ~~trust~~Trust ~~account including interest~~Agreement ~~earned~~and on the ~~funds~~Company’s ~~held~~Certificate inof ~~the~~Incorporation ~~trust~~for ~~account~~monthly ~~and not previously released to us to pay our taxes (less up to $100~~extensions,~~000~~ ~~of interest~~ to ~~pay dissolution~~extend ~~expenses),~~the ~~divided~~date by which the ~~number~~Company ofmust ~~then~~consummate ~~outstanding~~its initial ~~public~~business ~~shares~~combination, ~~which~~and ~~redemption~~to ~~will~~update ~~completely~~certain ~~extinguish~~defined ~~public~~terms ~~stockholders’ rights~~in asthe ~~stockholders~~Trust ~~(including~~Agreement (the ~~right~~“Trust toAgreement ~~receive~~Amendment ~~further liquidating distributions, if any~~Proposal”)~~, subject to applicable law, and (iii) as~~. ~~promptly~~Also asat ~~reasonably~~the ~~possible~~Fourth ~~following~~Special ~~such redemption~~Meeting, ~~subject to the approval of our remaining~~ stockholders ~~and~~holding ~~our board of directors~~1, ~~dissolve and liquidate~~758,014 ~~subject~~shares inof the ~~case~~Company’s ofClass ~~clauses~~A ~~(ii) and~~common ~~(iii) above~~stock, toexercised ~~our~~their right ~~obligations~~to ~~under~~redeem ~~Delaware~~their ~~law~~shares ~~to provide~~ for ~~claims~~cash ofat ~~creditors~~an ~~and~~approximate ~~the~~price ~~requirements~~ of ~~other applicable law~~$11.53 ~~There~~per ~~will~~share beof nothe ~~redemption~~funds ~~rights~~in orthe ~~liquidating~~Trust ~~distributions with~~Account. ~~respect~~As toa ~~our~~result, ~~warrants~~approximately $20,285,591.36 ~~which~~was ~~will~~removed ~~expire~~from ~~worthless~~the ifTrust weAccount ~~fail~~ to ~~complete~~pay ~~our~~such ~~initial business combination by December 29, 2024~~holders.

~~Our~~If ~~sponsor~~we are unable to complete our initial business combination by June 29, ~~officers~~2026, ~~and~~we will: (i) cease all operations except for the purpose of winding up, (ii) as ~~directors~~promptly ~~have~~as ~~entered~~reasonably ~~into~~possible abut ~~letter~~not ~~agreement~~more ~~with~~than usten business days thereafter, ~~pursuant~~redeem tothe ~~which~~public ~~they~~shares, ~~have~~at ~~waived~~a ~~their~~per-share ~~rights~~price, payable in cash, equal to ~~liquidating~~the ~~distributions~~aggregate ~~from~~ amount then on deposit in the trust account ~~with~~including ~~respect~~interest toearned ~~any~~on ~~founder~~the ~~shares~~funds ~~and~~held ~~placement~~in ~~shares~~the ~~held~~trust byaccount and ~~them~~not ifpreviously wereleased ~~fail~~to us to ~~complete~~pay our ~~initial~~taxes ~~business~~(less ~~combination~~ up to $100,000 of interest to pay dissolution expenses), divided by ~~December~~the 29number of then outstanding public shares, ~~2024.~~which ~~However~~redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if ~~our~~any), ~~sponsor~~subject to applicable law, ~~officers~~and or(iii) as ~~directors~~promptly ~~acquire~~as ~~public~~reasonably ~~shares~~possible following insuch orredemption, ~~after~~subject to the ~~IPO~~approval of our remaining stockholders and our board of directors, ~~they~~dissolve ~~will~~and beliquidate, ~~entitled~~subject in the case of clauses (ii) and (iii) above to ~~liquidating~~our ~~distributions~~obligations ~~from~~under Delaware law to provide for claims of creditors and the requirements ~~trust~~of ~~account~~other applicable law. There will be no redemption rights or liquidating distributions with respect to ~~such~~our ~~public~~warrants, ~~shares~~which will expire worthless if we fail to complete our initial business combination by June 29, 2026.

15Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares and placement shares held by them if we fail to complete our initial business combination by June 29, 2026. However, if our sponsor, officers or directors acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination.

Our sponsor, officers and directors have entered into a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination by ~~December~~June 29, ~~2024~~2026 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon 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 earned on the funds held in the trust account and not previously released to us to pay our taxes divided by the number of then outstanding public shares. However, we may not redeem our public shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time. However, if our sponsor, officers, or directors acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination by ~~December~~June 29, ~~2024~~2026.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $870,000 of proceeds initially held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the IPO and the sale of the placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.15. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.15. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Adeptus, our independent registered public accounting firm, and the underwriters of the offering, will not execute agreements with us waiving such claims to the monies held in the trust account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.15 per public share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, ~~service~~ service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. We ~~will have~~has access to ~~up to~~ approximately $870,000 from the proceeds of the IPO and the sale of the placement units with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $427,750, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $427,750, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by December 29, 2024, we may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.19

17Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by June 29, 2026, we may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro ~~rata~~ rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by ~~December~~June 29, ~~2024~~2026, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our initial business combination by ~~December~~June 29, ~~2024~~2026, we will: (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following ~~December~~June 29, ~~2025~~2026 and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business, execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure ~~that~~ that the amounts in the trust account are not reduced below (i) $10.15 per public share or (ii) such lesser amount per public share ~~held~~ held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.15 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination by December 29, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination by December 29, 2024, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.20

18Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination by June 29, 2026 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination by June 29, 2026, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the initial business combination of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Facilities

Our executive offices are located at 848 Brickell Avenue, Penthouse 5, Miami, FL 33131and our telephone number is (786) 442-1482.

We have agreed to pay Singto, LLC, f/k/a Koo Dom Investment, LLC, our sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current operations.

Employees

We currently have three officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary, in the exercise of their respective business judgement, to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the initial business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination. We do not have an employment agreement with any member of our management team.

Periodic Reporting and Financial Information

We will register our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

●

our ability to realize anticipated benefits of the business combination, and unanticipated expenses or delays in connection with the business combination;

●

if we seek stockholder approval of our initial business combination, our initial stockholders and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote;

● past performance by our sponsor and our management team including their affiliates and including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.;

● our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.;

●

we may not be able to complete our initial business combination in the prescribed time frame;

●

your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash;

●

we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

●

our officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination. We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate;

●

we may not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption. The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure;

●

we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time;

● ~~Our~~our sponsor paid an aggregate of $25,000, or approximately $0.009 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of the shares of our Class A common stock;

● ~~Since~~since our sponsor paid only approximately $0.009 per share for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value;

●

you may not be given the opportunity to choose the initial business target or to vote on the initial business combination;

● ~~Subsequent~~subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment;

●

trust account funds may not be protected against third party claims or bankruptcy;

●

an active market for our public securities’ may not develop and you will have limited liquidity and trading;

● the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination; ~~and~~

2123

● our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management.;

● ~~Changes~~changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.;

● ~~Unstable~~unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business, financial condition and stock price.; and

● Aa new 1% U.S. federal excise tax could be imposed on us in connection with future redemptions by us of the Public Shares.

For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement filed with the SEC on February 13, 2023 and on November 23, 2022 and our Form 10-Q filed with the SEC on ~~November~~December 1316, ~~2023~~2024.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

We believe cybersecurity is critical to advancing our business securely. We face a multitude of cybersecurity threats, and may experience, cyber incidents in ~~the~~ the normal course of business. Such cybersecurity threats could have a material adverse effect on our business, financial condition, operations, results of operations, performance, cash flows or reputation. Our service providers (including the transfer agent), and other ~~business~~ business contacts may face similar cybersecurity threats, and a cybersecurity incident impacting these persons or entities could materially ~~adversely~~ adversely affect our operations, performance and results of operations.

These cybersecurity threats and related risks make it imperative that we expend resources on cybersecurity. The Board and/or our Audit Committee oversee our cybersecurity risk exposures and the steps taken by management to identify, monitor and mitigate cybersecurity risks to align our risk exposure with our strategic objectives. With respect to such cybersecurity risk oversight, our Board and/or our Audit Committee receive periodic reports and/or updates from management on the primary cybersecurity risks facing us and the measures we are taking to mitigate such risks. In addition to such reports and updates, our Board and/or our Audit Committee receive updates from management as to changes to our cybersecurity risk profile or certain newly identified risks. In the event of an incident, we intend to follow our incident response plan, which outlines the steps to be followed from incident identification, mitigation, recovery and notification to legal counsel, senior leadership and the Board or Audit Committee, as appropriate.

While cybersecurity incidents have not had a material adverse effect on our business, financial condition, results of operations, or cash flows, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

ITEM 2. PROPERTY

We currently maintain our principal executive offices at 848 Brickell Avenue, Penthouse 5, Miami, FL 33131, United States. The cost for this space is included in the $10,000 per-month fee we pay to an affiliate of our Sponsor for office space, utilities, secretarial and administrative support. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

~~None~~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 in connection with its representation of the Company in the failed business combined with Ayurcann Holdings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

2224

PART II

(a)

Market Information

Our Units, Class A Common Stock and Public Warrants are listed on the ~~Nasdaq~~OTC ~~Global~~Markets ~~Market~~Group (~~“Nasdaq”~~OTCPK:OTCM), that operates regulated markets for trading over-the-counter (OTC) securities under the symbols “AOGOU,” “AOGO,” and “AOGOW,” respectively. Out units commenced public trading on the Nasdaq Global Markets on December 27, 2021, and our public shares and Public Warrants commenced separate public trading on February 11, 2022.

(b)

Holders

As of December 31, ~~2023~~2024, ~~there~~ there were no holder of record of our Class A Common Stock and no holder of record of our warrants.

(c)

Dividends

We have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition subsequent to completion of a business combination. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

(d)

Securities Authorized for Issuance Under Equity Compensation Plans.

None.

(e)

Recent Sales of Unregistered Securities

There were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

(f)

Use of Proceeds from the Initial Public Offering

On December 29, 2021, we completed our initial public offering (the “Offering”) of 10,350,000 units (“Units”), including the issuance of 1,350,000 Units as a result of the underwriter’s full exercise of its over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File Nos. 333-259338). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $103,500,000.

On February 11, 2022, the Class A Common Stock and Public Warrants included in the Units began separate trading.

Transaction costs amounted to $6,524,539 consisting of $1,811,250 of underwriting fees, $3,622,500 of deferred underwriting fees and $1,090,789 of other offering costs. As of December 31, 2023, approximately $79,026 of cash, was held outside of the trust account established in connection with our initial public offering and is available for working capital purposes.

On December 31, 2023, substantially all of the assets held in the Trust Account were held in mutual funds.

No payments for our expenses were made in the offering described above directly or indirectly to (i) any of our directors, officers or their associates, (ii) any person(s) owning 10% or more of any class of our equity securities or (iii) any of our affiliates, except in connection with the repayment of outstanding loans and pursuant to the administrative support agreement disclosed herein which we entered into with our sponsor. There has been no material change in the planned use of proceeds from our offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) related to the Initial Public Offering.

ITEM 6. Reserved.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “us,” “our” or “we” refer to Arogo Capital Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated in June 2021, as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.

Our Sponsor is Singto, LLC, f/k/a Koo Dom Investment, LLC, a Delaware limited liability company. OnThe ~~June~~registration ~~30,~~statement ~~2021,~~for our ~~Sponsor~~initial ~~purchased~~public 2offering was declared effective on December 23,~~875~~ 2021. On December 29,~~000~~ ~~founder~~2021, ~~shares~~we ~~for~~consummated anour ~~aggregate~~initial ~~purchase price~~public offering of ~~$25~~10,~~000~~350,000 orunits ~~approximately~~at $010.~~009~~00 per ~~share.~~unit, with Oneach ~~October~~unit ~~11,~~consisting ~~2021,~~of ~~our~~one ~~sponsor~~Class ~~surrendered~~A ~~287~~common stock and one redeemable warrant,~~500~~ ~~founder~~with ~~shares~~each towarrant entitling the ~~Company~~holder thereof to purchase ~~for~~one ~~cancellation~~Class A common stock at a price of $11.50 per share.

On December 29, 2021, simultaneously with the consummation of the Offering, the Company ~~completed~~consummated athe private placement of an aggregate of 466,150 ~~units~~Units (the “Private Placement Units”) to Singto, LLC, f/k/a Koo Dom Investment, LLC, our sponsor, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,661,500 (the “Private Placement”). A total of $105,052,500, comprised of the proceeds from the Offering and the proceeds of the Private Placement, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account established for the benefit of the Company’s public stockholders.

OnFollowing ~~February~~the 11closing of the initial public offering on December 29, ~~2022~~2021, $105,052,500 ($10.15 per unit) from the ~~Class~~ Anet ~~Common~~proceeds ~~Stock~~of the sale of the units in the initial public offering and ~~Public~~the ~~Warrant~~private ~~included~~placement was deposited into a trust account, invested in United States “government securities” within the ~~Units~~meaning ~~began~~of ~~separate~~Section ~~trading~~2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our income or other tax obligations as described in the initial public offering, the proceeds will not be released from the trust account until the earlier of the completion of a business combination or the redemption of 100% of the outstanding public shares if we have not completed a business combination within the time required time period.

~~Charter~~We ~~Amendments~~have until June 29, 2026, to complete the initial business combination. If we are unable to complete our initial business combination within such period, we will: (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by June 29, 2024.

OnRecent March 24, 2023, the Company held a Special Meeting of Stockholders (the “First Special Meeting”). At the First Special 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. At the First Special 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”). 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 were removed from the Trust Account to pay such holders.Developments

On January 9, 2024, the Company received a letter (the “MVLS Deficiency Notice”) from the listing qualifications department staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that from November 13, 2023 to January 9, 2024, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”).

On July 31, 2024, the Company received a written notice from the Staff of the Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearing Panel (the “Panel”), the Company’s securities would be subject to suspension and delisting from the Nasdaq Global Market at the opening of business on August 7, 2024 due to the Company’s non-compliance with: (a) Nasdaq Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities of at least $50 million, and (b) Nasdaq Listing Rule 5450(a)(2), which requires the Company to have at least 400 total holders, as additional basis for delisting the Company’s securities from Nasdaq.

The Company paid the required $20,000 fee and on August 6, 2024, submitted its timely request for a hearing before the Panel to request additional time to regain compliance with Nasdaq’s listing requirements and to complete a business combination.

On September 12, 2024, during the scheduled hearing, the Company described its ongoing efforts to regain compliance with the Nasdaq Listing Requirements, and notified the Panel that the Company intended to apply for listing of its securities on OTCQB operated on the OTC Market systems.

On September 13, 2024, the Company received a letter (the “Nasdaq Delisting Notice”) from Nasdaq stating that the Panel has rejected the Company’s request to continue its listing on Nasdaq and determined to delist the Company’s securities. The Nasdaq Delisting Notice stated that Nasdaq would suspend the trading of the Company’s listed securities (the “Securities”) at the open of trading on September 17, 2024. The Company had 15 days after the date of the Nasdaq Delisting Notice to request that the Panel review the decision, or the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days after the Nasdaq Delisting Notice. In connection with the Nasdaq Delisting Notice, Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Commission after the applicable Nasdaq review and appeal periods have lapsed.

The Company applied to have its Securities quoted on the OTCQB Market on the OTC Markets Group platform. On September 17, 2024, the Company’s Class A Common Stock, $0.0001 par value per share (“Common Stock”), Units consisting of one share of Class A Common Stock and one Redeemable Warrant (the “Units”) and redeemable warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (the “Warrants”), began trading on the OTC Pink Market at the open of trading, under the Company’s Securities’ current trading symbols “AOGO,” “AGOU” and “AOGOW” respectively. The Company intends to continue to make all required SEC filings, including those on Forms 10-K, 10-Q and 8-K, and will remain subject to all SEC rules and regulations applicable to reporting companies under the Securities Exchange Act of 1934. The Company plans to continue to maintain compliance with all Nasdaq corporate governance requirements notwithstanding the trading suspension and move to the OTC Markets Group platform, and to provide annual financial statements audited by a Public Company Accounting Oversight Board auditor and unaudited interim financial reports, prepared in accordance with GAAP.

Charter Amendment Regarding the Optional Conversion Amendment

On July 5, 2024, the Company held a special meeting of stockholders (the “Special Meeting”), in which the stockholders approved the Optional Conversion Amendment Proposal (defined below) to amend the Company’s amended and restated certificate of incorporation, as further amended on March 28, 2023 and September 28, 2023 (the “Charter”), and authorized the Company to file the Third Amendment to the Company’s Charter with the Secretary of State of Delaware (the “Third Amendment”). Following approval of the Optional Conversion Amendment Proposal by the stockholders, the Company filed the Third Amendment with the Secretary of State of Delaware.

At the Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s Charter to provide for the right of a holder of Class B Common Stock, par value $0.0001 per share, of the Company (“Class B Common Stock”), to convert such Class B Common Stock into Class A Common Stock on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Optional Conversion Amendment” and such proposal, the “Optional Conversion Amendment Proposal. The Optional Conversion Amendment Proposal was approved by 3,126,767 stockholders, 0 stockholders voted against and 0 stockholders abstained to vote.

Charter Amendment Regarding Extension and Share Redemptions

On March 24, 2023, 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. 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”). 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 were removed from the Trust Account to pay such holders.

25On September 21, 2023, 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 December 29, 2023 to December 29, 2024, 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 $40,000, 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 September 28, 2023. 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 December 29, 2023 to December 29, 2024, (or such earlier date as determined by the Company’s Board of Directors) (the “Extension Amendment Proposal”). Stockholders holding 3,298,311 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.72 per share of the funds in the Trust Account. As a result, approximately $35,448,259 were removed from the Trust Account to pay such holders.

OnFollowing ~~September~~the 21redemption, ~~2023, the~~ ~~Company held a Special Meeting of Stockholders (~~the ~~“Second Special Meeting”). At the Second Special Meeting, the~~ Company’s ~~stockholders~~ ~~approved~~remaining ~~the~~shares ~~Charter~~of ~~Amendment,~~Class ~~which~~A ~~extends~~common ~~the~~stock ~~date~~outstanding bywere ~~which the Company must consummate its initial Business Combination from December 29~~1, ~~2023 to December 29~~762,409. ~~2024,~~The ~~subject~~Sponsor tohas ~~the~~made ~~approval of~~ the ~~Board~~monthly ~~of Directors of the Company, provided the sponsor or its designees~~ deposit into the ~~trust~~Trust ~~account~~Account anof ~~amount equal to~~ $40,000, ~~prior~~for to the ~~commencement~~monthly ~~of each~~ extension ~~period (the “Extension”). The Company filed the Charter Amendment with the Office of the Secretary of State of Delaware on September 28~~, ~~2023. At the Second Special Meeting, the Company’s stockholders approved the Charter Amendment extending the date by which the Company must consummate the initial Business Combination~~ from ~~December~~September 29, 2023 tothrough December 29, 2024~~, (or such earlier date as determined by the Company’s Board of Directors) (the “Extension Amendment Proposal”)~~. Stockholders holding 3,298,311 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.72 per share of the funds in the Trust Account. As a result, approximately $35,448,259 were removed from the Trust Account to pay such holders.

On December 28, 2024, 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”). Stockholders holding 1,758,014 shares of 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 were removed from the Trust Account to pay such holders.

Termination of ~~Proposed~~Eon ~~Business~~Reality, ~~Combination~~Inc. Merger Agreement

On April 25, 2022, the Company entered into an Agreement and Plan of Merger ~~(the~~with ~~“Merger~~Eon ~~Agreement”)~~Reality, ~~by and among Arogo, Arogo Merger Sub,~~ Inc., ~~a Delaware corporation and wholly-owned subsidiary of Arogo~~ (“~~Merger Sub~~Eon”), ~~Eon Reality, Inc.,~~ a California corporation. ~~(“EON”), Singto,~~On ~~LLC,~~November ~~f/k/a Koo Dom Investment~~7, ~~LLC~~2023, the inCompany ~~its~~sent ~~capacity~~EON asa ~~(“Purchaser~~termination ~~Representative”),~~notice ~~and~~notifying EON, inthat ~~its~~the ~~capacity~~Company ashad ~~(“Seller~~terminated ~~Representative”). On October 6, 2022,~~ the ~~parties~~Agreement toand ~~the~~Plan of Merger ~~Agreement~~and ~~entered~~all ~~into~~ancillary agreements, ~~that~~pursuant ~~certain~~to ~~First~~Section ~~Amendment~~8.1 toof the Agreement and Plan of Merger ~~(the~~, ~~“Amendment”).~~based ~~The~~on ~~Business~~breaches ~~Combination~~by ~~agreement~~EON ~~and~~of ~~related~~certain ~~agreements~~covenants ~~are~~contained ~~further described~~ in the ~~Company’s~~ ~~Current~~Agreement ~~Report on Form 8-K filed with the SEC on April 26, 2022,~~ and onPlan ~~October~~of ~~7, 2022~~Merger.

26Termination of Ayurcann Holdings Business Combination Agreement

On ~~November~~June 725, ~~2023~~2024, the Company ~~sent~~entered ~~EON~~into a ~~termination~~Business ~~notice~~Combination ~~(the~~Agreement with ~~“Termination~~Ayurcann ~~Notice~~Holdings Corp. (“Ayurcann”), ~~that~~an Ontario corporation. On November 19, 2024, the Company delivered a termination notice to Ayurcann that Arogo had terminated the Business Combination Agreement ~~(the “Termination”)~~ and all ~~Ancillary~~ancillary ~~Agreements~~documents, ~~pursuant~~in accordance with Section 10.1, of the Business Combination Agreement because Ayurcann failed to deliver Audited Financial Statements and Updated Financial Statements in accordance with Section 8.116 ~~(Termination)~~of ~~thereof~~the Business Combination Agreement and asbecause athe ~~remedy at~~Transactions ~~law,~~have ~~based~~not been consummated on ~~breaches~~or byprior to ~~EON~~the ofTermination ~~certain~~Date. ~~covenants~~In ~~contained~~accordance inwith Section 10.2 of the Business Combination Agreement, Arogo’s Termination Notice included a demand that Ayurcann make a payment of the Company Reimbursement Termination Fee to Arogo. Ayurcann did not respond to the Company’s demands. The Company does not intend to pursue litigation to enforce the payment of the Company Reimbursement Termination Fee.

The ~~Termination~~Tellink ~~Notice does not constitute a waiver of, and shall not prejudice any of the Company’s rights under the~~ Business Combination Agreement ~~or at law. The Company reserves all such rights in full to pursue any and all loss of Arogo, Arogo Representative, and the shareholders of the Company with respect to the Termination.~~

~~The~~On ~~foregoing~~December ~~description of~~6, 2024, the Company ~~Business~~entered ~~Combination~~into ~~Agreement~~a ~~does~~binding ~~not~~letter ~~purport~~of tointent be(the ~~complete~~“LOI”) ~~and~~with isBangkok ~~qualified~~Tellink inCo., ~~its~~Ltd., ~~entirety~~a byThailand-based ~~the~~registered ~~terms and conditions of~~company ~~the~~(“Tellink”) ~~text~~in ofconnection ~~the~~with ~~Business~~a ~~Combination~~proposed ~~Agreement,~~business ~~which~~combination ~~was~~between ~~previously~~Arogo ~~filed~~and ~~as Exhibit 2~~Tellink.1 toTellink ~~the~~is ~~Current~~a ~~Report~~provider onof ~~Form 8-K filed with~~innovative ~~the~~telecommunications ~~SEC~~and onInternet-of-Things ~~April~~solutions. ~~26,~~The ~~2022,~~LOI ~~and~~contained ~~the~~a ~~BCA~~45-day ~~Amendment~~exclusivity period, which was ~~previously~~extended ~~filed~~by ~~as Exhibit 2.1 to~~ the ~~Current~~mutual ~~Report on Form 8-K filed with~~consent of the ~~SEC on October 6, 2022, which is incorporated by reference herein~~parties.

~~Registration Statement on Form S-4 Declared Abandoned~~30

~~The~~On February 14, 2025, the Company ~~filed~~entered ainto ~~Registration Statement~~an onagreement ~~Form~~and ~~S-4~~plan ~~with~~of merger (the ~~SEC~~“Business onCombination ~~October~~Agreement”) 7,with ~~2022~~BTL Merger (Cayman) Ltd., a to-be-formed ~~register~~Cayman ~~the~~Islands ~~issuance~~exempted company, and a wholly-owned subsidiary of ~~the~~Tellink ~~Company~~upon ~~Common~~execution ~~Stock~~of ~~that~~a ~~will~~joinder thereto be(“Merger ~~issued~~Sub”), atSingto, LLC, a Delaware limited liability company in the capacity as the representative from and after ~~consummation~~the effective time of the ~~Business~~business ~~Combination,~~combination (the ~~warrants~~“Effective ~~exercisable~~Time”) for ~~Company~~the ~~Common~~stockholders ~~Stock~~of ~~that~~Purchaser ~~will~~(other ~~result~~than ~~from~~Tellink Security Holders (as defined in the ~~amendment~~Business Combination Agreement) as of immediately prior to the Effective Time and their successors ~~Company’s~~and ~~public~~assignees) ~~warrants~~in ataccordance with the ~~consummation~~terms and conditions of the Business Combination ~~and~~Agreement (the ~~Company~~“Purchaser ~~Common~~Representative”), BTL ~~Stock~~Holdings ~~issuable~~(Cayman) Limited, upon ~~exercise~~execution of ~~such~~ ~~warrants.~~a ~~The~~joinder ~~Company~~agreement ~~filed~~to anbecome ~~Amendment~~party ~~No.~~to 1the ~~thereto~~Business onCombination ~~February~~Agreement 13(a “Joinder”), a ~~2023.~~to-be-formed WeCayman ~~use~~Islands ~~the~~exempted ~~term~~company (“~~Arogo~~Pubco”), ~~Form~~Mr. ~~S-4”~~Nusttanakit toSasianon ~~refer to~~and ~~the~~Mr ~~original~~Sawin ~~registration~~Laosethakul, ~~statement~~jointly asand ~~amended~~solely in bytheir capacity as the ~~first~~representatives ~~amendment~~from and asafter itthe ~~may~~Effective beTime ~~subsequently~~for ~~further~~Tellink ~~amended.~~Shareholders Onas ~~February~~of ~~6, 2024,~~immediately prior to the ~~Securities~~Effective Time ~~and~~in ~~Exchange~~accordance ~~Commission~~with (the ~~“SEC”)~~terms ~~declared~~and ~~the~~conditions ~~Registration~~of ~~Statement~~the asBusiness ~~abandoned~~Combination ~~under~~Agreement (the ~~Securities~~“Seller Representative”), and ~~Act~~Bangkok ofTellink ~~1933~~Co., asLtd., ~~amended~~a Thailand-based registered company.

Results of Operations

As of December 31, ~~2023~~2024, we have neither engaged in any operations nor generated any revenues. All activity for the period from June 9, 2021 (inception) through December 31, ~~2023~~2024, relates to our formation and the initial public offering. and subsequently, evaluating business combination targets. We will not generate any operating revenues until after the completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering.

For the year ended December 31, ~~2023~~2024, we had a net ~~income~~loss of $1,~~461~~241,~~815,~~721 ~~which~~consisting ~~consists~~ of formation and operating costs of $12,~~162~~068,~~659,~~779 and franchise tax of $~~200~~178,000, and income tax of $~~299,623~~0 ~~interest~~offset ~~earned~~by ininvestment ~~operating~~income ~~account $43, and interest~~ earned on marketable securities held in ~~the~~ Trust ~~Account~~ of $31,~~124~~005,054~~. For~~ ~~the year ended December 31, 2022, we had a net loss of $726,312 which consist of formation~~ and ~~operating costs of $1,462,908, franchise tax $200,050,~~ interest earned in operating account ~~$18 and interest earned on marketable securities hold in the trust account~~ of $~~1,102,427~~4. ~~The difference between the two years operation because of the increase on interest rate and expenses related to business combination.~~

By comparison, for the year ended December 31, 2023, we had a net income of $1,461,815 consisting of formation and operating costs of $1,162,659, franchise taxes of $200,000 and income taxes of $299,623, adjusted by investment income earned on marketable securities held in trust account in the amount of $3,124,054 and interest earned in operating account of $43.

Liquidity and Capital Resources

On December 29, 2021, we consummated our initial public offering of 10,350,000 units at a price of $10.00 per unit, at $10.00 per unit, generating gross proceeds of $103.5 million. Simultaneously with the closing of our initial public offering, we consummated the private placement of an aggregate of 466,150 Units to Singto, LLC, f/k/a Koo Dom Investment, LLC, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,661,500.

~~For~~The ~~the~~net ~~year ended December 31, 2023,~~ cash used in operating activities was $1,218,545. Net income of $1,461,815 was affected by unrealized gain on marketable securities held in the Trust Account of $3,124,054, interest earned in operating account of $43. Changes in operating assets and liabilities used $432,048 of cash for ~~operating activities. For the~~ year ended December 31, ~~2022~~2024, ~~cash used in operating activities~~ was $1326,~~130,079~~947. Net loss of $726,312 was affected by unrealized gain on marketable securities held in the Trust Account of $1,102,427 and interest earned in operating account of $18. Changes in operating assets and liabilities used $698,678 of cash for operating activities.

27As of December 31, 2024, we had cash of $20,262,514 held in the Trust Accounts. As of June 30, 2025, subsequent to the December 28, 2024 redemptions, there are approximately $261,326 cash held in the Trust Accounts. We intend to use substantially all of the funds held in the Trust Accounts, including any amounts representing interest earned on the Trust Accounts (less taxes paid and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes. During the year ended December 31, 2024, we withdraw $369,930 interest earned on the Trust Accounts for tax payment. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Accounts will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, ~~2023~~2024, we had ~~investments~~cash of $19122,~~187,175~~013 ~~held~~outside inof the Trust Accounts. We intend to use ~~substantially all of~~ the funds held inoutside the Trust Accounts~~, including~~ ~~any~~primarily ~~amounts representing interest earned on the Trust Accounts (less taxes paid and deferred underwriting commissions)~~ to complete our initial business combination. We may withdraw interest to pay taxes. During the period ended December 31, 2023, we withdrew $1,064,539 interest earned on the Trust Accounts. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Accounts will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

AsIn order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, our Sponsor or an affiliate of our ~~December~~Sponsor 31or certain of our officers and directors may, ~~2023~~but are not obligated to, loan funds to us as may be required. If we ~~had~~complete our ~~cash~~initial ofbusiness ~~$79~~combination,~~026~~ ~~outside~~we ofwould ~~the~~repay ~~Trust~~such ~~Accounts~~loaned amounts. WeIn ~~intend~~the toevent that our initial business combination does not close, we may use a portion of the ~~funds~~working capital held outside the Trust Accounts ~~primarily~~ to ~~evaluate target~~repay ~~businesses,~~such ~~perform~~loaned ~~business~~amounts ~~due~~but ~~diligence~~no onproceeds ~~prospective~~from ~~target~~our ~~businesses,~~Trust Accounts ~~travel~~would tobe ~~and~~used ~~from~~for ~~the~~such ~~offices,~~repayment. ~~plants~~Up orto ~~similar locations~~$1,500,000 of ~~prospective~~such ~~target~~loans ~~businesses~~may orbe ~~their~~convertible ~~representatives~~into ~~or owners~~units, ~~review~~at ~~corporate~~a ~~documents~~price ~~and~~of ~~material~~$10.00 ~~agreements~~per ofunit ~~prospective~~at ~~target~~the ~~businesses,~~option ~~and~~of ~~structure~~the lender, ~~negotiate~~upon ~~and~~consummation ~~complete~~of our initial business combination. The units would be identical to the placement units.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds from our Trust Accounts would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. 31

We believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale of the placement units and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

~~In connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s ability to Continue as a~~ Going Concern,” we have determined that if we are unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by December 29, 2024 then we will cease all operations except for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. We plan to consummate a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after December 29, 2024.Consideration

The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” 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 the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. The accompanying financial statements has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

Extension Payment Deposit

Following the redemption, the Company’s remaining shares of Class A common stock outstanding were 1,762,409. Subsequent to December 28, 2024 redemptions, there are 4,395 publicly held Class A common stocks remain outstanding. The Sponsor has continued to make monthly deposits into the Trust Account of $40,000 for the monthly extensions, from September 29, 2023 ~~until~~through ~~April~~December 29, 2024.

28Off-Balance Sheet Financing Arrangements

~~Critical~~We ~~Accounting~~have ~~Policies~~no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

~~The~~We ~~preparation~~have ofnot ~~audited financial~~entered ~~statements~~any ~~and related disclosures in conformity with accounting principles generally accepted in the United States of America~~off-balance ~~requires~~sheet ~~management~~financing toarrangements, ~~make~~established ~~estimates~~any ~~and~~special ~~assumptions~~purpose ~~that affect the reported amounts of assets and liabilities~~entities, ~~disclosure~~guaranteed ofany ~~contingent assets~~debt ~~and~~or ~~liabilities~~commitments ~~at the date~~ of ~~the~~other ~~audited financial statements~~entities, ~~and~~or ~~income and expenses during the periods reported. Actual results~~entered ~~could~~any ~~materially~~non-financial ~~differ from those estimates~~assets. ~~As of December 31, 2023, the Company has identified the following critical accounting policies:~~

~~Use of Estimates~~32

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Net Income (Loss) Per Common Stock

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. On December 31, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Class A common stock subject to possible redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on December 31, 2023 and 2022, there are 1,762,409 and 10,350,000 shares of Class A common stock subject to possible redemption in the amount of $19,187,175 and $105,052,500 are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06 “), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Off-Balance Sheet Arrangements

As of December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, utilities, out of pocket expenses, and secretarial and administrative support. We began incurring these fees on December 29, 2021 and will continue to incur these fees monthly until the earlier of the completion of the business combination or our liquidation.

The underwriters are entitled to a deferred fee of $3,622,500. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is included herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

30Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance ~~regarding~~ regarding the reliability of financial reporting and the preparation of our ~~consolidated~~ financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~consolidated~~ financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the ~~consolidated~~ financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our ~~consolidated~~ financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate ~~because~~ because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting on December 31, ~~2023~~2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, ~~2023~~2024, due to the material weakness in 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.

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. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business and to identify third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and ~~training~~ training to supplement existing accounting professionals and ~~implemented~~implement additional layers of reviews in the financial close process.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over ~~financial~~ financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Officers, Directors and Director Nominees

Our officers and directors are as follows:

Name	Age	Position
Mr. Suradech Taweesaengsakulthai	5759	Chief Executive Officer and Director
Mr. Chee Han Wen	4749	Chief Strategy Officer
Mr. Suthee Chivaphongse	5759	Chief Financial Officer
H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar	7678	Director
Mr. Somnuek Anakwat	6567	Director
Mr. J. Gerald Combs	7476	Director

Suradech Taweesaengsakulthai, our Chief Executive Officer and Director, has over 25 years of experience in the logistics and transportation industries in Southeast Asia. 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 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. Taweesaengsakulthai’s extensive experience and knowledge in logistics and sustainable development makes him a valuable addition to our management team and board of directors.

Chee Han Wen, our Chief Strategy Officer, is a technology entrepreneur and pioneer in enterprise cloud computing technology in Southeast Asia. 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. As a result of his professional and academic experiences, Mr. Chee brings extensive breadth, depth and expertise in the digital transformation services combined with sustainable development goals to our management team.

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Suthee Chivaphongse, FCCA, AMA our Chief Financial Officer, has over 30 years of experience in international finance and business operations in diverse organizations and industries including conducting audits and managing budgets in the oil and gas, manufacturing, and property development sectors. 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. We believe that Mr. Chivaphongse’s experience in evaluating financial and strategic options and the operations of companies in diverse industries make him a valuable member of our management team.

H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar, our Director 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. We intend to draw upon H.R.H. Tunku Naquiyuddin’s comprehensive experience on multiple boards, his network of contacts, and his deep understanding of intelligent digital ecosystem and sustainable development business initiatives.

Somnuek Anakwat, ~~our~~ our Director has served as an advisor to the Bangkok Expressway Public Company Limited (BECL) ever since 1995. He has played an integral ~~role~~ role in the construction of Udon Ratthaya Expressway. He was instrumental in the installation of Easy Pass on the 2nd Stage Expressway, ~~which~~ which helped alleviate the traffic congestion in Bangkok and its vicinity. Since 2015, Mr. Anakwat has advised the Project Division of ~~Bangkok~~ Bangkok Expressway and Metro Public Company Limited (BEM) – a public transportation company formed by the merger of Bangkok Expressway ~~Public~~ Public Company Limited (“BECL”) and Bangkok Metro Public Company Limited (“BMCL”) in December 2015. Additionally, ~~from~~ from 2018 to 2019, he served as a senior advisor for the Office of Permanent Secretary for Defence. 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~~Master degree in Electrical ~~Engineering~~ ~~degree~~ Engineering from the University of South Carolina in 1984. 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.

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J. Gerald Combs, ~~our~~ our Director brings ~~over~~more 30 years of investment management, manufacturing, and real estate experience in various roles, including his ~~current~~ 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~~ 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~~ the public shares were traded. In addition, Mr. Combs facilitated the corporate interaction with the analyst community and individual ~~market~~ 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 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. Mr. Combs background in private placements, and mergers and acquisitions provides us with a strong transactional network.

In addition, we have engaged the services of ARC Group Ltd to provide financial advisory services in connection with the IPO.

Past performance of our management team is not a guarantee (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or any affiliates as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. Our officers and directors have little to no experience with blank check companies or special purpose acquisition companies. In addition, our executive officers and directors may have conflicts of interest with other entities to which they owe fiduciary duties or contractual obligations with respect to initial business combination opportunities.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors have determined that all of our directors, other than Suradech Taweesaengsakulthai are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have adopted an audit committee of the board of directors. Mr. Somnuek Anakwat, Mr. J. Gerald Combs, and H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar serve as members of our audit committee, and Mr. J. Gerald Combs chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Mr. Somnuek Anakwat, Mr. J. Gerald Combs, and H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

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Each member of the audit committee is financially literate, and our board of directors has determined that Mr. J. Gerald Combs qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

●

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

●

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

●

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

●

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

●

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

●

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar and Mr. Somnuek Anakwat serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar, and Mr. Somnuek Anakwat are independent, and Mr. Anakwat chairs the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

●

reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

●

reviewing on an annual basis our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

●

if required, producing a report on executive compensation to be included in our annual proxy statement; and

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to Singto, LLC, f/k/a Koo Dom Investment, LLC, our sponsor, of $10,000 per month, for up to 21 months, for the office space, utilities, and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Corporate Governance and Nominating Committee

We do not have a standing corporate governance and nominating committee; however, the Board has adopted a resolution in accordance with Rule 5605 of the Nasdaq rules, wherein a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. Our independent directors will participate in the consideration and recommendation of director nominees. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters with the SEC and copies are available on our website. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Subject to pre-existing fiduciary or contractual duties as described below, our officers and directors have agreed to present any business opportunities presented to them in their capacity as a director or officer of our company to us. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

●

the corporation could financially undertake the opportunity;

●

the opportunity is within the corporation’s line of business; and

●

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Below is a table summarizing the entities to which our executive officers, directors and director nominees currently have fiduciary duties or contractual obligations:

Individual(1)	Entity(2)	Entity’s Business	Affiliation
Mr. Suradech Taweesaengsakulthai	Cho Thavee Public Company Limited Cho Thavee Thermo-Tech Co. Ltd. Khonkaen Cho Thavee Co., Ltd Khon Kaen City Development (KKTT) Co., Ltd	System Integration for Logistics Company Manufacturing Company Engineering Project Management Services Company Development Initiative	President and CEO President and CEO Managing Director Co-Founder and Chairman
Mr. Suradech	Cho Thavee Public	System Integration for	President and CEO
Taweesaengsakulthai	Company Limited	Logistics Company	President and CEO
	Cho Thavee Thermo-Tech	Manufacturing Company	Managing Director
	Co. Ltd.	Engineering Project	Co-Founder and Chairman
	Khonkaen Cho Thavee Co., Ltd	Management Services Company
	Khon Kaen City Development (KKTT) Co., Ltd	Development Initiative
Chee Han Wen	Cho Thavee Public Company Limited	System Integration for Logistics Company	Executive Vice President & Chief Business Development Officer
H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar	Techna-X Berhad Ann Joo Resources Berhad Olympia Industries Berhad ORIX Leasing Malaysia Berhad Syarikat Pendidilan Staffield Berhad Asia Plantation Capital Berhad	Energy Storage Solutions Company Investment Company Investment Company Equipment Leasing Company Residential Education Company Commercial Plantation Company	Chairman Non-Executive Director Chairman and Independent Non-Executive Director Director Director Director
H.R.H. Tunku Naquiyuddin ibni	Techna-X Berhad	Energy Storage Solutions	Chairman
Tuanku Ja’afar	Ann Joo Resources Berhad	Company	Non-Executive Director
	Olympia Industries Berhad	Investment Company	Chairman and Independent
	ORIX Leasing Malaysia	Investment Company	Non-Executive Director
	Berhad	Equipment Leasing	Director
	Syarikat Pendidilan Staffield	Company	Director
	Berhad	Residential Education Company	Director
	Asia Plantation Capital Berhad	Commercial Plantation Company
Mr. Somnuek Anakwat	N/A	N/A	N/A
J. Gerald Combs	CASH International Asset Management Ltd.	Asset Management Company	Chief Executive Officer
Suthee Chivaphongse	EDS Global Group CP. Ltd	Decontamination Services Company	Finance Director

(1)	Each person has a fiduciary duty with respect to the listed entities next to their respective names.

(2)	Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities.

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Accordingly, if any of the above executive officers, directors or director nominees becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, that such an initial business combination is fair to our company from a financial point of view.

In the event that we submit our initial business combination to our public stockholders for a vote, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares or placement shares held by them and any public shares purchased during or after the offering (including in open market and privately negotiated transactions) in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

No executive officer has received any cash compensation for services rendered to us. Commencing on December 29, 2021 through the acquisition of a target business or our liquidation of the trust account, we will pay our Sponsor, $10,000 per month for office space, utilities, secretarial and administrative support.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders. However, the amount of such compensation may not be known at the time of the shareholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.

Since our formation, we have not granted any stock options or stock appreciation rights or any other awards under long-term incentive plans to any of our executive officers or directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of ~~the~~July ~~record~~10, ~~date~~2025 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of the Company’s common stock, by:

●

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

●

each of our executive officers and directors that beneficially owns shares of common stock; and

●

all our officers and directors as a group.

As of ~~the~~July ~~record~~10, ~~date~~2025, there were 12,~~762~~591,~~409~~895 shares of Class A common stock and ~~2,587,500~~0 shares of Class B common stock issued and outstanding. Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

	Class A Common Stock					~~Class B Common Stock(2)~~					~~Approximate~~
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Percentage of Outstanding Common Stock
Name and Address of Beneficial Owner(1)(2)	Number of Shares Beneficially Owned(3)		Approximate Percentage of Class
Singto, LLC, f/k/a Koo Dom Investment, LLC		~~466~~2,~~150~~948,650		2696.454	%		~~2,482,500~~		~~95.94~~	%		~~67.78~~	%
Suradech Taweesaengsakulthai		—30,000		—*			~~30,000~~		~~1.15~~	%		*
Chee Han Wen		—30,000		—*			~~30,000~~		~~1.15~~	%		*
H.R.H. Tunku Naquiyuddin ibni Tunku Ja’afar		—25,000		—*			~~25,000~~		*			*
Somnuek Anakwat		—6,000		—*			~~6,000~~		*			*
J. Gerald Combs		—8,000		—*			~~8,000~~		*			*
Suthee Chivaphongse		—6,000		—*			~~6,000~~		*			*
All directors and executive officers as a group (6 individuals)		0105,000		0	%		~~105,000~~		~~4.01~~	%		~~2.41~~	%
Other 5% Stockholders
(3) Fir Tree Capital Management LP		160,703		9.12	%		—		—			3.69	%
None
(4) Spring Creek Capital, LLC		100,000		5.67	%		—		—			2.29	%
(5) Koch Industries, Inc.		100,000		5.67	%		—		—			2.29	%
(6) Cowen and Company, LLC		125,000		7.10	%		—		—			2.87	%
(7) Mangrove Partners IM, LLC		217,523		12.34	%		—		—			5.00	%
(8) Walleye Capital LLC		183,571		10.42	%		—		—			4.22	%

*	Less than 1%

(1)

Singto, LLC, f/k/a Koo Dom Investment, LLC, our sponsor, is the record holder of the securities reported herein. Mr. Suradech Taweesaengsakulthai, our Chief Executive Officer, is the manager and a member of our sponsor. By virtue of this relationship, Mr. Suradech Taweesaengsakulthai may be deemed to share beneficial ownership of the securities held of record by our sponsor. Mr. Suradech Taweesaengsakulthai disclaims any such beneficial ownership except to the extent of his pecuniary interest. The business address of each of these entities and individuals is 848 Brickell Avenue, Penthouse 5, Miami, FL 33131.

39(2) On July 5, 2024, the Company held a special meeting of its stockholders during which the stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to provide for the right of a holder of the Company’s Class B common stock to convert such Class B Common Stock into shares of Company’s Class A common stock, on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder. Thereafter, each holder of the Company’s Class B common stock exercised their election. On August 21, 2024, all 2,587,500 of the then issued and outstanding shares of the Company’s Class B common stock were automatically converted into 2,587,500 shares of the Company’s Class a common stock. Following the conversion, no shares of the Company’s Class B common stock remained issued and outstanding.

(23) ~~Interests~~The ~~shown~~table ~~consist~~above ~~solely~~includes ofthe ~~founder shares~~466,150 ~~classified as~~ shares of ~~Class B~~ common stock, ~~after~~underlying the ~~IPO.~~Private ~~Founder~~Placement ~~shares~~Units ~~are~~held ~~convertible~~or ~~into~~to ~~shares~~be ofheld ~~Class~~by Aour ~~common~~Sponsor. ~~stock~~However, onthese asecurities ~~one-for-one~~are ~~basis,~~not ~~subject~~exercisable towithin ~~adjustment.~~60 ~~Reflects~~days of the ~~shares~~record ~~transferred~~date tofor ~~each of~~ the ~~individuals~~Special ~~named~~Meeting.

(3) According to a Schedule 13G filed with the SEC on February 14, 2024, on behalf of Fir Tree Capital Management LP a Delaware limited partnership, located at 500 5th Avenue, 9th Floor, New York, New York 10110.42

(4) According to a Schedule 13G filed with the SEC on February 9, 2024, on behalf of Spring Creek Capital, LLC (“Spring Creek”), SCC Holdings, LLC (“SCC”), KIM, LLC (“KIM”), Koch Investments Group, LLC (“KIG”), Koch Investments Group Holdings, LLC (“KIGH”), and Koch Industries, Inc. (“Koch Industries”). Their business address is 4111 E. 37th Street North, Wichita, KS 67220. Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Spring Creek.

(5) According to a Schedule 13G filed with the SEC on February 9, 2024, on behalf of Spring Creek Capital, LLC (“Spring Creek”), SCC Holdings, LLC (“SCC”), KIM, LLC (“KIM”), Koch Investments Group, LLC (“KIG”), Koch Investments Group Holdings, LLC (“KIGH”), and Koch Industries, Inc. (“Koch Industries”). Their business address is 4111 E. 37th Street North, Wichita, KS 67220. Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Spring Creek.

(6) According to a Schedule 13G filed with the SEC on February 2, 2024, on behalf of Cowen and Company, LLC. Their business address is 599 Lexington Ave., New York, NY 10022.

(7) According to a Schedule 13G filed with the SEC on January 10, 2024, on behalf of Mangrove Partners IM, LLC., a Delaware limited liability company is located at c/o Delaware Corporations LLC, 1000 N. West Street, Suite 1501, Wilmington, DE 19801. Nathaniel August, a United States citizen, is located at 2 Sound View Drive, 3rd Floor, Greenwich, Connecticut 06830. The shares are held by the Mangrove Partners Master Fund, Ltd., a Cayman Islands limited liability company (“Master Fund”). Beneficial ownership of the Shares is claimed by (i) Mangrove Partners IM, LLC which serves as the investment manager of the Master Fund, and (ii) Nathaniel August who is the principal of Mangrove Partners. According to Schedule 13G filed with the SEC on January 10, 2024, on behalf of Walleye Capital LLC, a Minnesota limited liability company, 2800 Niagara Lane N, Plymouth, MN 55447.

(8) The table above includes the shares of common stock underlying the Private Placement Units held or to be held by our Sponsor. However, these securities are not exercisable within 60 days of the record date for the Special Meeting.

On June 30, 2021, our sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. On July 1, 2021, our sponsor transferred 30,000 shares to Suradech Taweesaengsakulthai, 30,000 shares to Chee Han Wen, 25,000 shares to H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar, 8,000 shares to J. Gerald Combs, 6,000 shares to Suthee Chivaphongse, and 6,000 shares to Somnuek Anakwat. On October 11, 2021, our sponsor surrendered 287,500 founder shares to the Company for cancellation.

Simultaneously with the closing of our IPO on December 29, 2021, our Sponsor purchased an aggregate of 466,150 Placement Units at a price of $10.00 per unit for an aggregate purchase price of $4,661,500. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) and one redeemable warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. A total of $105,052,500, comprised of the proceeds from the Offering and the proceeds of the sale of the Private Placement Units, net of the underwriting commissions, discounts, and offering expenses, was placed in a U.S.-based trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee. If we do not complete an initial business combination by March 29, 2023 (or until December 29, 2024 if we extend the period of time to consummate a business combination), the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Commencing on December 29, 2021, we agreed to pay an affiliate of our Sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers, or directors or any affiliate of our Sponsor, officers, or directors prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers, directors, or our or their affiliates and determines which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On June 30, 2021, our Sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering and we issued an unsecured promissory note to our Sponsor. On October 26, 2021 we entered into an Amendment to the Promissory Note with the Sponsor. Pursuant to the terms of our Amended Promissory Note, we may borrow up to an aggregate principal amount of $300,000. The Amended Promissory Note is non-interest bearing and payable on the earlier of (i) February 28, 2022 or (ii) the completion of our initial public offering. As of December 31, 2023, there were no amounts outstanding under any such loans.

4143

In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest-bearing basis as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately $10.15 per share on our redemption of our public shares, or less in certain circumstances, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.15 per share on the redemption of their shares. As of December 31, 2023, there were no amounts outstanding under the any such loans.

On September 21, 2023, 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 December 29, 2023 to December 29, 2024, 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 $40,000, 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 September 28, 2023. 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 December 29, 2023 to December 29, 2024, (or such earlier date as determined by the Company’s Board of Directors) (the “Extension Amendment Proposal”). Stockholders holding 3,298,311 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.72 per share of the funds in the Trust Account. As a result, approximately $35,448,259 were removed from the Trust Account to pay such holders.

Following the redemption, the Company’s remaining shares of Class A common stock outstanding were 1,762,409. The Sponsor has made the monthly deposit into the Trust Account of $40,000 for the monthly extension, from September 29, 2023 until April 29, 2023.

On July 5, 2024 the Company held a special meeting of its stockholders during which the stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to provide for the right of a holder of the Company’s Class B common stock to convert such Class B Common Stock into shares of Company’s Class A common stock, on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder. Thereafter, each holder of the Company’s Class B common stock exercised their election. On August 21, 2024, all 2,587,500 of the then issued and outstanding shares of the Company’s Class B common stock were automatically converted into 2,587,500 shares of the Company’s Class a common stock. Following the conversion, no shares of the Company’s Class B common stock remained issued and outstanding.

At the Fourth Special Meeting, the Company’s stockholders also approved an amendment to the Company’s investment management trust agreement (as previously amended, the “Trust Agreement”), 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”). Also at the Fourth Special Meeting, stockholders holding 1,758,014 shares of the Company’s Class A 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 was removed from the Trust Account to pay such holders.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

The holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock, warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.

Related Party Policy

We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. We have filed a copy of our code of ethics with the SEC and a copy is available on our website. You are able to review our code of ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.

In addition, our audit committee, pursuant to a written charter that we have adopted, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We have filed a copy of our audit committee charter with the SEC and a copy is available on our website. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to to our Sponsor, officers, or directors, or our or their affiliates, none of which will be made from the proceeds of the IPO held in the ~~trust~~ trust account prior to the completion of our initial business combination:

●

Repayment of up to an aggregate of $300,000 in loans that we may draw down made to us by our Sponsor to cover offering-related and organizational expenses;

●

Payment to Singto, LLC, f/k/a Koo Dom Investment, LLC, our sponsor, of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support;

●

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

●

Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units;

●

At the closing of our initial business combination, we may pay customary financial consulting fees. We may pay such financial consulting fees in the event our initial shareholders, officers, directors or their affiliates provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest. We would disclose any such fee in the proxy or tender offer materials used in connection with a proposed business combination.

Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following is a summary of fees paid or to be paid to Adeptus Partners, LLC (“Adeptus”) for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Adeptus in connection with regulatory filings. The aggregate fees billed by Adeptus for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Form 10-K for the respective periods and other required filings with the SEC for the period for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 totaled approximately $62,500 ~~and~~ and $5662,~~000~~500.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Adeptus for consultations concerning financial accounting and reporting standards for the period from June 9, 2021 (inception) through December 31, ~~2023~~2024.

Tax Fees. We did ~~not~~ not pay Adeptus for tax planning and tax advice for the period from June 9, 2021(inception) through December 31, ~~2023~~2024.

All Other Fees. We did not pay Adeptus for other services for the period from June 9, 2021 (inception) through December 31, ~~2023~~2024.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

4446

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES

(a)	The following documents are filed as part of this report:

(1)

Financial Statements:

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Shareholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 ~~- 21~~

(2)

Financial Statement Schedules:

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes beginning on F-1 on this Report.

(3)

Exhibits:

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

4547

EXHIBIT INDEX

Exhibit No.		Description
2.1***		Business Combination Agreement by and among Arogo Capital Acquisition Corp., BTL Merger (Cayman) Ltd., Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the effective time of the business combination, BTL Holdings (Cayman) Limited, Mr. Nusttanakit Sasianon and Mr Sawin Laosethakul, and Bangkok Tellink Co., Ltd. dated as of February 14, 2025. (13)
3.1		Certificate of Amendment to Amended and restated Certificate of Incorporation. (5)
3.2		Second Amendment to the Amended and Restated Certificate of Incorporation (4)
3.3		Certificate of Amendment to Amended and restated Certificate of Incorporation (9)
3.4		Third Amendment to the Amended and Restated Certificate of Incorporation. (10)
3.5		Fourth Amendment to the Amended and Restated Certificate of Incorporation of Arogo Capital Acquisition Corp. (11)
3.4		Bylaws. (2)
4.1		Specimen Unit Certificate (2)
4.2		Specimen Class A Common Stock Certificate. (2)
4.3		Specimen Warrant Certificate. (2)
4.4		Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. (1)
4.5		Description of Registered Securities.*
10.1		Letter Agreement among the Registrant and our officers, directors and Singto, LLC, f/k/a Koo Dom Investment, LLC (1)
10.3		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. (1)
10.4		Registration Rights Agreement between the Registrant and certain security holders (1)
10.5		Placement Unit Purchase Agreement between the Registrant and Singto, LLC, f/k/a Koo Dom Investment, LLC (1)
10.6		Administrative Services Agreement between Singto, LLC, f/k/a Koo Dom Investment, LLC and the Registrant. (1)
10.7		Form of Indemnification Agreement (1)
10.8		Form of First Amendment to the Trust Agreement (7)
10.9		Form of Second Amendment to the Trust Agreement (8)
10.10		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. (12)
14.1		Code of Ethics. (2)
21.1		List of Subsidiaries (6)
31.1		Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*.
31.2		Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
32.1		Certification of Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
32.2		Certification of Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
97		Arogo Capital Acquisition Corp. Clawback Policy
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

* Filed herewith.

*		Filed herewith.
**		Furnished herewith.
***		The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
(1)		Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on December 30, 2021.
(2)		Incorporated by reference to the Registrant’s Form S-1 (SEC File No. 333-259338).
(3)		Incorporated by reference to Annual Report Form 10-K filed with the SEC on March 31, 2022.
(4)		Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on September 28, 2023.
(5)		Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on March 28, 2023.
(6)		Incorporated by reference to the Registrant’s Form 10-K filed with the SEC on March 31, 2023.
(7)		Incorporated by reference to the Registrant’s Form 8-K/A filed with the SEC on April 18, 2023.
(8)		Incorporated by reference to the Registrant’s Form 10-Q filed with the SEC on November 14, 2023.
(9)		Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on September 28, 2023.
(10)		Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on July 10, 2024
(11)		Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on January 2, 2025
(12)		Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on January 2, 2025
(13)		Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on February 20, 2025

** Furnished herewith.

(1) Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on December 30, 2021.

(2) Incorporated by reference to the Registrant’s Form S-1 (SEC File No. 333-259338).

(3) Incorporated by reference to Annual Report Form 10-K filed with the SEC on March 31, 2022.

(4) Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on September 28, 2023.

(5) Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on March 28, 2023.

(6) Incorporated by reference to the Registrant’s Form 10-K filed with the SEC on March 31, 2023.

(7) Incorporated by reference to the Registrant’s Form 8-K/A filed with the SEC on April 18, 2023.

(8) Incorporated by reference to the Registrant’s Form 10-Q filed with the SEC on November 14, 2023.

(9) Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on September 28, 2023.

Item 16. FORM 10-K SUMMARY

None.

4648

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the ~~10th~~23rd day of ~~May~~July ~~2024~~2025.

	AROGO CAPITAL ACQUISITION CORP.

	By:	/s/ Suradech Taweesaengsakulthai
		Suradech Taweesaengsakulthai Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Suradech Taweesaengsakulthai	Chief Executive Officer and Director	~~May~~July 1023, ~~2024~~2025
Suradech Taweesaengsakulthai	(Principal Executive Officer)
/s/ Suthee Chivaphongse	Chief Financial Officer	~~May~~July 1023, ~~2024~~2025
Suthee Chivaphongse	(Principal Financial and Accounting Officer)
/s/ Chee Han Wen	Chief Strategy Officer	~~May~~July 1023, ~~2024~~2025
Chee Han Wen
/s/ H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar	Director	~~May~~July 1023, ~~2024~~2025
H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar
/s/ Somnuek Anakwat	Director	~~May~~July 1023, ~~2024~~2025
Somnuek Anakwat
/s/ J. Gerald Combs	Director	~~May~~July 1023, ~~2024~~2025
J. Gerald Combs

4749

AROGO CAPITAL ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

	Page(s)
Report of Independent Registered Public Accounting Firm (PCAOB ID: 3686)	F-2
Balance Sheets as of December 31, 2023 and 2022	F-3
Balance Sheets as of December 31, 2024 and 2023	F-3
Statements of Operations for the year ended December 31, 2023 and 2022	F-4
Statements of Operations for the years ended December 31, 2024 and 2023	F-4
Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2023 and 2022	F-5
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023	F-5
Statements of Cash Flows for the year ended December 31, 2023 and 2022	F-6
Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-6
Notes to the Financial Statements	F7 - F-2123

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of Arogo Capital Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Arogo Capital Acquisition Corp. (the Company) as of December 31, ~~2023~~2024 and ~~2022~~2023, and the related statements of operations, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, management has determined that given the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. Accordingly, the Company ~~plan~~plans to consummate a Business Combination prior to the mandatory liquidation date. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~audit~~ audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/s/ Adeptus Partners, LLC

Adeptus Partners, LLC

We have served as the Company’s auditor since 2021.

Ocean, New Jersey ~~May~~July 1022, ~~2024~~2025

PCAOB ID: 3686

F-2

Item 1. Financial Statements

AROGO CAPITAL ACQUISITION CORP.

BALANCE SHEETS

	December 31,			December 31,
	December 31, 2024			December 31, 2023
	2023			2022
ASSETS
Current Assets-Cash	$	79,026		$	52,989
Current Assets
Prepaid expenses		292,444			81,545
Cash	$	122,013		$	79,026
Total Current Asset		371,470			134,534
Other receivables		2,898			-
Cash and marketable securities held in the trust		19,187,175			105,941,664
Prepaid income tax		456,844			292,444
Total assets	$	19,558,645		$	106,076,198
Total Current Assets		581,755			371,470
Cash held in the trust		20,262,514			19,187,175
Total assets	$	20,844,269		$	19,558,645
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	12,~~036~~211,~~443~~901		$	~~568~~1,~~844~~036,443
Other Payables		~~200~~320,000			80200,000
Tax Payable		80,000			109,749
Franchise Tax Payable		98,600			80,000
Income tax payable		-			165,799
Excise tax		901,240			901,240
Excise tax		901,240			-
Working capital loan		180,000			180,000
Working capital loan		180,000			-
Extension loan		1,750,211			1,309,996
Extension loan		1,309,996			-
Due to related party		1,035,657			262,585
Due to related party		262,585			-
Advances from related parties		67,198			67,198
Advanced from related parties		67,198			67,198
Redemption payable		20,013,899			-
Total Current liabilities		426,~~037~~578,~~462~~706			~~991~~4,~~590~~037,462
Deferred Underwriting Commission		3,622,500			3,622,500
Total liabilities		730,~~659~~201,~~962~~206			47,~~614~~659,~~090~~962
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption; 1,762,409 and 10,350,000 shares issued and outstanding at redemption value of $10.89 per share and $10.24 per share at December 31, 2023 and December 31,2022 respectively		19,187,175			105,941,664
Class A common stock subject to possible redemption; 4,395 shares and 1,762,409 shares issued and outstanding at redemption value of $11.38 per share and $10.89 per share at December 31, 2024 and December 31, 2023, respectively		50,015			19,187,175
Shareholders’ Deficit
Preferred share, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 492,025 issued and outstanding (excluding 5,060,720 and 10,350,000 share subject to possible redemption) at December 31,2023 and December 31, 2022		49			49
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 3,079,525 and 492,025 issued and outstanding (excluding 4,395 shares and 1,762,409 shares subject to possible redemption) at December 31, 2024 and December 31, 2023, respectively		308			49
Class B common stock, par value $0.0001; 10,000,000 shares authorized; 2,587,500 issued and outstanding (1) on December 31, 2023 and December 31, 2022		259			259
Class B common stock, par value $0.0001; 10,000,000 shares authorized; 0 and 2,587,500 issued and outstanding on December 31, 2024 and December 31, 2023, respectively		-			259
Additional paid in capital		-			-
Additional paid-in capital		-			-
Accumulated deficit		(79,~~288~~407,~~800~~260	)		(47,~~479~~288,~~864~~800	)
Total shareholders’ deficit		(79,~~288~~406,~~492~~952	)		(47,~~479~~288,~~556~~492	)
Total liabilities and shareholders’ deficit	$	1920,~~558~~844,~~645~~269		$	~~106~~19,~~076~~558,~~198~~645

The accompanying notes are an integral part of these financial statements.

F-3

AROGO CAPITAL ACQUISITION CORP.

STATEMENTS OF OPERATIONS

	For the Year Ended			For the Year Ended
	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Formation and Operating costs	$	12,~~162~~068,~~659~~779		$	1,~~462~~162,~~908~~659
Franchise tax		~~200~~178,000			200,~~050~~000
Loss from operation		(12,~~362~~246,~~659~~779	)		(1,~~662~~362,~~958~~659	)
Interest earned		434			1843
Unrealised Gain/Loss on marketable securities hold in the trust account		3,124,054			1,102,427
Unrealized Gain/Loss on marketable securities held in the trust account		1,005,054			3,124,054
Other Income (Loss)		31,~~124~~005,~~097~~058			13,~~102~~124,~~445~~097
Income (Loss) before provision for income taxes		(1,~~761~~241,~~438~~721	)		~~560~~1,~~513~~761,438
Provision for income taxes		~~(299,623~~-	)		(~~165~~299,~~799~~623	)
Net Income (Loss)	$	(1,~~461~~241,~~815~~721	)	$	~~(726~~1,~~312~~461,815	)
Weighted average shares of Class A Common Stock		6,333,164			10,842,025
Weighted average shares of Redeemable Common Stock		1,747,960			6,333,164
Basic and diluted net income (loss) per common share		0.31			(0.03	)
Basic and diluted net income (loss) per redeemable common share	$	0.11		$	0.31
Weighted average shares of Class B Common Stock		2,587,500			2,587,500
Weighted average shares of Non-redeemable Common Stock		3,079,525			2,587,500
Basic and diluted net income (loss) per common share	$	(0.20	)	$	(0.14	)
Basic and diluted net income (loss) per non-redeemable common share	$	(0.46	)	$	(0.19	)

The accompanying notes are an integral part of these financial statements.

F-4

AROGO CAPITAL ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

	Class A				Class B				Additional					Total
	Common Stock				Common Stock				Paid in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2023 (Audited)		492,025	$	49		2,587,500	$	259	$	-	$	(4,479,864	)	$	(4,479,556	)
Net income		-		-		-		-		-		1,461,815			1,461,815
Additional amount deposit into trust		-		-		-		-		-		(1,309,996	)		(1,309,996	)
Re-measurement of common stock subject to redemption		-		-		-		-		-		(2,059,515	)		(2,059,515	)
Excise tax		-		-		-		-		-		(901,240	)		(901,240	)
Balance – December 31, 2023		492,025	$	49		2,587,500	$	259		-	$	(7,288,800	)	$	(7,288,492	)

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

	Class A				Class B						Additional					Total
	Common Stock				Common Stock						Paid in		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance – January 1, 2022 (Audited)		492,025	$	49		2,587,500		$	259		$	-	$	(2,864,388	)	$	(2,864,080	)
Balance – January 1, 2024		492,025	$	49		2,587,500		$	259		$	-	$	(7,288,800	)	$	(7,288,492	)
Net loss		-		-		-			-			-		(726,312	)		(726,312	)
Net Loss		-		-		-			-			-		(1,241,721	)		(1,241,721	)
Re-measurement of common stock subject to redemption		-		-		-			-			-		(889,164	)		(889,164	)
Conversion of Class B Common Stock to Class A Common Stock		2,587,500		259		(2,587,500	)		(259	)		-		-			-
Balance – December 31, 2022		492,025	$	49		2,587,500		$	259		$	-	$	(4,479,864	)	$	(4,479,556	)
Additional amount deposit into trust		-		-		-			-			-		(440,215	)		(440,215	)
Re-measurement of common stock subject to redemption		-		-		-			-			-		(436,524	)		(436,524	)
Balance – December 31, 2024		3,079,525	$	308		-		$	-			-	$	(9,407,260	)	$	(9,406,952	)

	Class A				Class B				Additional					Total
	Common Stock				Common Stock				Paid in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2023		492,025	$	49		2,587,500	$	259	$	-	$	(4,479,864	)	$	(4,479,556	)
Net income		-		-		-		-		-		1,461,815			1,461,815
Additional amount deposit into trust		-		-		-		-		-		(1,309,996	)		(1,309,996	)
Re-measurement of common stock subject to redemption		-		-		-		-		-		(2,059,515	)		(2,059,515	)
Excise tax		-		-		-		-		-		(901,240	)		(901,240	)
Balance – December 31, 2023		492,025	$	49		2,587,500	$	259		-	$	(7,288,800	)	$	(7,288,492	)

The accompanying notes are an integral part of these financial statements.

F-5

AROGO CAPITAL ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

	For the Year Ended			For the Year Ended
	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
	(Audited)			(Audited)
Cash flows from operating activities:
Net Income (Loss)	$	1,461,815		$	(726,312	)
Net (Loss) Income	$	(1,241,721	)	$	1,461,815
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned		(434	)		(1843	)
Unrealized Gain/Loss from marketable securities held in the trust account		(3,124,054	)		(1,102,427	)
Investment income		(1,005,054	)		(3,124,054	)
Changes in operating assets and liabilities:
Prepaid expenses		(210,899	)		(54,745	)
Other receivables		(2,898	)		-
Accrued expenses		467,599			544,862
Prepaid expenses		-			(210,899	)
Accrued offering costs		-			(45,000	)
Prepaid income tax		(164,400	)		-
Other payables		120,000			70,889
Accrued expenses		1,175,458			467,599
Advanced from related parties		-			20,000
Other payables		120,000			120,000
Franchise tax payable		~~(29~~18,~~749~~600	)		(329,~~127~~749	)
Income tax payable		~~(165,799~~-	)		(165,799	)
Due to related party		~~262~~773,~~585~~072			-262,585
Net cash used in operating activities		(1326,~~218,545~~947	)		(1,~~130~~218,~~079~~545	)
Cash flows from investing activities:
Investment of Cash in Trust Account - redemption		~~90,124,000~~-			-90,124,000
Investment of Cash in Trust Account - extension		(1440,~~309,996~~215	)		-(1,309,996	)
Withdrawal from Trust Account		1,064,539			213,263
Withdrawal from Trust Account for tax payment		369,930			1,064,539
Net cash provided by investing activities		89,878,543			213,263
Net cash (used in) provided by investing activities		(70,285	)		89,878,543
Cash flows from financing activities:
Interest earned on Cash account		434			1843
Redemption of common stock		~~(90,124,000~~-	)		-(90,124,000	)
Proceeds from sponsor working capital loan		~~180,000~~-			-180,000
Proceeds from extension loan		1440,~~309,996~~215			-1,309,996
Net cash provided by (used in) financing activities		~~(88~~440,~~633,961~~219	)		18(88,633,961	)
Net change in cash		2642,~~037~~987			~~(916~~26,~~798~~037	)
Cash at the beginning of the period		5279,~~989~~026			~~969~~52,~~787~~989
Cash at the end of the period	$	79122,~~026~~013		$	5279,~~989~~026
Supplemental disclosure of non-cash financing activities:
Deferred underwriting fee payable	$	-		$	3,622,500
Value of Class A common stock subject to redemption	$	50,015		$	19,187,175
Value of Class A common stock subject to redemption	$	19,187,175		$	-
Redemption payable	$	20,013,899			-
Re-measurement of common stock subject to redemption	$	2,059,515		$	899,164
Re-measurement of common stock subject to possible redemption	$	436,524		$	2,059,515

The accompanying notes are an integral part of these financial statements.

F-6

AROGO CAPITAL ACQUISITION CORP.

Notes to ~~the~~ financial ~~statement~~statementS

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Arogo Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on June 9, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, ~~2023~~2024, the Company had not commenced any operations. All activity for the period from June 9, 2021 (inception) through December 31, ~~2023~~2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below and subsequently, evaluating business combination targets. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the ~~Proposed~~Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on December 23, 2021. On December 29, 2021, the Company consummated the Initial Public Offering of 9,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $90,000,000, which is described in Note 3. The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 1,350,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 29, 2021, the underwriters exercised this option and purchased 1,350,000 additional Units generating gross proceeds of $13,500,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 422,275 Units (the “Private Placement Units”) to Singto, LLC, f/k/a Koo Dom Investment, LLC (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company in the amount of $4,222,750. Upon exercise of the underwriter over-allotment option, the Sponsor purchased an additional 43,875 Private Placement Units at a purchase price of $10.00 per unit generating additional gross proceeds of $438,750.

As of December 29, 2021, transaction costs amounted to $6,524,539 consisting of $1,811,250 of underwriting fees (gross of a discount of $400,000), $3,622,500 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”), the fair value of the 25,875 shares of Class A common stock issued to the underwriter of $258,750 and $832,039 of other offering costs related to the Initial Public Offering. Cash of $1,007,897 was held outside of the Trust Account on December 29, 2021 and was available for working capital purposes. As described in Note 6, the $3,622,500 deferred underwriting fees are contingent upon the consummation of the Business Combination within 12 months (or up to 21 months if extended) from the closing of the Initial Public Offering.

Following the closing of the Initial Public Offering on December 29, 2021, an amount of $105,052,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

F-7

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.15 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Units, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (ASC 480).

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants). the initial value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable. we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings., or in absence of retained earnings., additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares ~~voted~~ are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is ~~not~~ not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for ~~business~~ business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor ~~has~~ has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

F-8

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

Charter Amendments

On March 24, 2023, the ~~Company~~ 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 ~~September~~March 28, 2023. 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”). Stockholders holding 5,289,280 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.7433 per share of the funds in the Trust Account. As a result, approximately $54,675,740 were removed from the Trust Account to pay such holders.

On September 21, 2023, 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 December 29, 2023 to December 29, 2024, 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 $40,000, 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~~September 28, 2023. 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~~December 29, 2023 to December 29, ~~2023~~2024, (or such earlier date as determined by the Company’s Board of Directors) (the “Extension Amendment Proposal”). Stockholders holding 3,298,311 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.72 per share of the funds in the Trust Account. As a result, approximately $35,448,259 were removed from the Trust Account to pay such holders.

F-9

The Company also made an amendment to the Company’s investment management trust agreement (the “Trust Agreement”), dated as of December 23, 2021, as amended by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period from December 29, 2023 to December 29, 2024, and updating certain defined terms in the Trust Agreement (the “Second Amendment to the Trust Agreement”).

On July 5, 2024 the Company held a special meeting of its stockholders (the “Special Meeting”) during which the stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation (as further amended on March 28, 2023 and September 28, 2023, the (“Charter”) to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), to convert such Class B Common Stock into shares of Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Optional Conversion Election”).

In accordance with the Company’s Charter, each holder of the Company’s Class B Common Stock exercised their Optional Conversion Election. On August 21, 2024, all 2,587,500 of the then issued and outstanding shares of the Company’s Class B Common Stock were automatically converted into 2,587,500 shares of the Company’s Class A Common Stock (the “Conversion”). Following the Conversion, no shares of the Company’s Class B Common Stock remained issued and outstanding, and there were 4,841,934 shares of the Company’s Class A Common Stock issued and outstanding.

On December 28, 2024, 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 proposal 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”). Stockholders holding 1,758,014 shares of 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 were subsequently removed from the Trust Account to pay such holders. As of June 30, 2025, there are $261,326 remaining cash held in the Trust Account.

F-10

Initial Merger Agreement

On April 25, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Arogo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Arogo (“Merger Sub”), Eon Reality, Inc., a California corporation (“EON”), Singto, LLC, f/k/a Koo Dom Investment, LLC, in its capacity as (“Purchaser Representative”), and EON, in its capacity as (“Seller Representative”).

Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into EON, with EON continuing as the surviving corporation (the “Surviving Corporation”).

F-10

As consideration for the Merger, the holders of EON securities collectively shall be entitled to receive from Arogo, in the aggregate, a number of the Company securities with an aggregate value equal to (the “Merger Consideration”) (a) Five Hundred and Fifty Million U.S. Dollars ($550,000,000) minus (b) the amount of Closing Net Indebtedness (the total portion of the Merger Consideration amount payable to all EON Stockholders in accordance with the Merger Agreement is also referred to herein as the “Stockholder Merger Consideration”). Additionally, the Company shall make available to EON (x) up to $105,052,500 Million U.S. Dollars for working capital use and general corporate purposes, assuming no redemptions (the “Primary Capital”) and (y) the proceeds from any PIPE Investment, any other alternative PIPE Investment and any other Private Placements, subject to the Closing conditions. The closing of a PIPE investment is not a condition to closing of the Merger Agreement. There is no minimum cash condition to the closing of the Merger Agreement.

Termination of ~~Material~~Initial ~~Definitive~~Merger Agreement

The Termination Notice does not constitute a waiver of, and shall not prejudice any of the Company’s rights under the Business Combination Agreement or at law. The Company reserves all such rights in full to pursue any and all loss of the Company, the Company Representative, and the shareholders of the Company with respect to the Termination.

Liquidity and Management’s Plan

As of December 31, 2023 and December 31, 2022 the Company had cash of $79,026 and $52,989 respectively and working capital deficit of $3,654,303 and a working capital deficit $857,056 respectively. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that given the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. Accordingly, the Company plan to consummate a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-11

Ayurcann Business Combination Agreement

On June 25, 2024, the Company entered into a business combination agreement (the “Business Combination Agreement”), by and among the Company, Ayurcann Holding Corp., an Ontario corporation (“PubCo”), DE Ayurcann Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (“Merger Sub”), CAN Ayurcann Merger Sub, Inc., an Ontario corporation and a direct, wholly owned subsidiary of PubCo (“Canadian Merger Sub” and, together with PubCo and Merger Sub, each an “Acquisition Entity” and, together, the “Acquisition Entities”), and Ayurcann Holdings Corp., an Ontario corporation (“Ayurcann Holdings” or the “Company”).

At the Effective Time, upon the terms and subject to the conditions of the Business Combination Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), Merger Sub shall merge with and into Arogo (the “Merger”), with Arogo continuing as the surviving company after the Merger (the “Surviving Company”), as a result of which Arogo will become a direct, wholly owned subsidiary of PubCo.

Termination of Material Definitive Agreement with Ayurcann Holding Corp

On November 19, 2024, Arogo delivered a termination notice (the “Termination Notice”) to Ayurcann that Arogo had terminated the Business Combination Agreement (the “Termination”) and all Ancillary Documents, in accordance with Section 10.1, of the Business Combination Agreement because Ayurcann failed to deliver Audited Financial Statements and Updated Financial Statements in accordance with Section 8.16 of the Business Combination Agreement and because the Transactions have not been consummated on or prior to the Termination Date. In accordance with Section 10.2 of the Business Combination Agreement, Arogo’s Termination Notice included a demand that Ayurcann make a payment of the Company Reimbursement Termination Fee to Arogo. Ayurcann did not respond to the Company’s demands. The Company does not intend to pursue litigation to enforce the payment of the Company Reimbursement Termination Fee.

The Termination Notice does not constitute a waiver of and shall not prejudice any of Arogo’s rights under the Business Combination Agreement or at law. Arogo reserves all such rights in full to pursue any and all remedies available to it under the Business Combination Agreement and at law.

Tellink Business Combination Agreement

On February 14, 2025, the Company entered into an agreement and plan of merger (the “Business Combination Agreement”) with BTL Merger (Cayman) Ltd., a to-be-formed Cayman Islands exempted company, and a wholly-owned subsidiary of the Bangkok Tellink Co., Ltd (“Tellink”) upon execution of a joinder thereto (“Merger Sub”), Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the effective time of the business combination (the “Effective Time”) for the stockholders of Purchaser (other than Tellink Security Holders (as defined in the Business Combination Agreement) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of the Business Combination Agreement (the “Purchaser Representative”), BTL Holdings (Cayman) Limited, upon execution of a joinder agreement to become party to the Business Combination Agreement (a “Joinder”), a to-be-formed Cayman Islands exempted company (“Pubco”), Mr. Nusttanakit Sasianon and Mr Sawin Laosethakul, jointly and solely in their capacity as the representatives from and after the Effective Time for Tellink Shareholders as of immediately prior to the Effective Time in accordance with the terms and conditions of the Business Combination Agreement (the “Seller Representative”), and Bangkok Tellink Co., Ltd., a Thailand-based registered company.

Liquidity and Capital Resources

As of December 31, 2024 and December 31, 2023 the Company had cash of $122,013 and $79,026 respectively and working capital deficit of $5,983,052 and $3,665,992, respectively.

Going Concern Consideration

F-12

Risks and Uncertainties

As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long-term changes to global trade, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying ~~audited balance~~financial ~~sheet~~statements isare presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“US GAAP”) ~~and~~ and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

F-13

Use of Estimates

The preparation of the ~~balance~~financial ~~sheet~~statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported ~~amounts~~ amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~balance~~financial ~~sheet~~statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the ~~balance~~financial ~~sheet~~statements, which management considered in formulating its estimate, ~~could~~ could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

F-12

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $79122,~~026~~013 and $5279,~~989~~026 for December 31, ~~2023~~2024 and December 31, ~~2022~~2023, respectively and no cash equivalents as of December 31, ~~2023~~2024 and December 31, ~~2022~~2023.

Cash held in Trust Account

At December 31, ~~2023~~2024 and ~~2022~~ December 31, 2023, substantially all of the assets held in the Trust Account were held in treasury trust funds. At December 31, ~~2023~~2024 and December 31, ~~2022~~ 2023, the Company had $1920,~~187~~262,~~175~~ 514 and $~~105~~19,~~941~~187,~~664~~175 in cash held in the Trust Account, respectively. As of June 30, 2025, subsequent to the redemption on December 28, 2024, there are $261,326 cash remained in the Trust Account.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $832,039 consisted principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriter fees of $5,433,750 (or $1,811,250 (gross of a discount of $400,000) paid in cash upon the closing of the Initial Public Offering and a deferred fee of $3,622,500) and the fair value of the 25,875 shares of Class A common stock issued to the underwriter of $258,750, were charged to stockholders’ equity upon completion of the Initial Public Offering.

Class A common stock subject to possible redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption are classified as a liability instrument and are ~~measured~~ measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as ~~stockholders~~shareholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, ~~2023~~ 2024 and December 31, ~~2022~~2023, the 14,~~762,409~~395 shares and 101,~~350~~762,~~000~~409 shares of Class A common stock subject to possible redemption in the amount of $1950,~~187,175~~015 and $~~105~~19,~~941~~187,~~664~~175 is presented as temporary equity, outside of the ~~stockholders~~shareholders’ deficit section of the Company’s balance ~~sheet~~sheets, respectively.

As of December 31, ~~2023~~2024 and December 31, ~~2022~~2023, the Class A ~~Ordinary~~common ~~Shares~~stock subject to possible redemption reflected on the balance ~~sheet~~sheets are reconciled in the following table:

	December 31,			December 31,
	2023			2022
	2024			2023
Redeemable Class A Common Stock – Opening Balance	$	~~105~~19,~~941~~187,~~664~~175		$	105,~~052~~941,~~500~~664
Less:
Redemption of Class A common stock, including interest		~~(90,124,000~~-	)		-(90,124,000	)
Redemption payable		20,013,899			-
Plus:
Re-measurement of carrying value to redemption value		3876,~~369,511~~739			~~889~~3,~~164~~369,511
Redeemable Class A Common Stock - Ending Balance	$	1950,~~187,175~~015		$	~~105~~19,~~941~~187,~~664~~175

F-13

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2023 and December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Income taxes was accrued for $0 for the year ended December 31, 2023 and income tax was prepaid $292,444 and the income tax payable for December 31, 2022 was $165,799.

Net income (loss) per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of December 31, 2023 and December 31, 2022, the calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted income (loss) per share is the same as basic loss per share for the periods presented. Accretion associated with the redeemable shares of Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value at December 31, 2023 and 2022.

The net income (loss) per share presented in the statement of operations is based on the following:

	For the year ended December 31, 2023						For the year ended December 31, 2022
	Class A Common Stock			Class B Common Stock			Class A Common Stock			Class B Common Stock
Basic and diluted net loss per share:
Numerators:
Allocation of expenses	$	(1,180,126	)		(482,156	)	$	(1,476,406	)	$	(352,351	)
Interest		3,124,097			-			1,102,445			-
Allocation of net (loss) income	$	1,943,971		$	(482,156	)	$	(373,961	)	$	(352,351	)
Denominators:
Weighted-average shares outstanding		6,333,164			2,587,500			10,842,025			2,587,500
Basic and diluted net income (loss) per share	$	0.31		$	(0.19	)	$	(0.03	)	$	(0.14	)

F-14

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2024 and December 31, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Income taxes was accrued for $0 for the year ended December 31, 2024 and 2023 and income tax was prepaid $456,844 for December 31, 2023 and the income tax payable for December 31, 2024 was $0. The income tax provision for the year ended December 31, 2024 and 2023 are $0 and $299,623, respectively.

Net income (loss) per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stocks outstanding during the period, excluding common stocks subject to forfeiture. As of December 31, 2024 and December 31, 2023, the calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Accretion associated with the redeemable shares of Class A Common Stocks is excluded from earnings per share as the redemption value exceeded fair value at December 31, 2024. Accretion associated with the redeemable shares of Class A Common Stocks is excluded from earnings per share as the redemption value approximates fair value at December 31, 2023.

The net income (loss) per share presented in the statements of operations is based on the following:

	For the year ended December 31, 2024						For the year ended December 31, 2023
	Redeemable Common Stock			Non-Redeemable Common Stock			Redeemable Common Stock			Non-Redeemable Common Stock
Basic and diluted net income (loss) per share:
Numerators:
Allocation of Expenses	$	(813,537	)	$	(1,429,977	)	$	(1,180,126	)	$	(482,156	)
Interest		1,005,058			-			3,124,097			-
Allocation of net (loss) income	$	191,521		$	(1,428,977	)	$	1,943,971		$	(482,156	)
Denominators:
Weighted-average shares outstanding		1,747,960			3,079,525			6,333,164			2,587,500
Basic and diluted net income (loss) per share	$	0.11		$	(0.46	)	$	0.31		$	(0.19	)

F-15

Concentration of Credit Risk

Financial instruments that are potentially subject to concentration of credit risk consist of cash and cash held in trust. Cash is comprised of cash balances with banks and bank deposits, which are insured by the Federal Deposit Insurance Company (“FDIC”), up to $250,000. The Company did not have cash exceed FDIC limits at December 31, ~~2023~~2024 and ~~2022~~December 31, 2023. Cash held in trust is comprised of securities held by a financial institution, which are insured by the Securities Investor Protection Corporation (“SIPC”), comprised of $250,000 coverage for cash and $250,000 for securities. The Company had $1820,~~937~~012,~~175~~514 and $~~105~~18,~~691~~937,~~664~~175 of securities in excess of SIPC limits as of December 31, ~~2023~~2024 and ~~2022~~December 31, 2023, respectively.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, ~~2023~~2024 and December 31, ~~2022~~2023:

	Level	December 31, ~~2023~~2024		December 31, ~~2022~~2023
Assets:
Cash and marketable securities held in trust account	1	$	19,187,175	$	105,076,198
Cash held in trust account	1	$	20,262,514	$	19,187,175

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for the equity treatment in the Company’s financial statements.

F-16

Recent Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands required public entities’ segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this ASU for the year ended December 31, 2024 and there was no material effect on the Company’s financial statements. See Note 8, “Segment Information” for disclosures related to the adoption of ASU 2023-07. Management does not believe that any recently issued, but not ~~yet~~ effective, accounting standards, if currently adopted, would have a material effect on the Company’s ~~balance~~ ~~sheet~~financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 9,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). On December 29, 2021, the underwriters exercised the over-allotment option by purchasing 1,350,000 additional units, generating $13,500,000.

F-15

NOTE 4 — PRIVATE PLACEMENTS

The Sponsor purchased an aggregate of 466,150 Private Placement Units at a price of $10.00 per Private Placement Unit generating an aggregate of $4,661,500 from the Company in private placements that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Unit is comprised of one Class A share and one warrant. Each Private Placement Warrant is exercisable to purchase one share of Common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Units (including Class A Common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

NOTE 5 — RELATED PARTIES

Founder Shares

On June 30, 2021, the Sponsor received 2,875,000 of the Company’s Class B common stock (the “Founder Shares”) for $25,000 to be paid at a later date. On October 11, 2021, the sponsor surrendered and forfeited 287,500 Founder Shares for no consideration, following which the Sponsor holds 2,587,500 Founder Shares. All share amounts have been retroactively restated to reflect this surrender. So that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering.

F-17

The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following the consummation of a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~Promissory~~On ~~Note~~July —5, ~~Related~~2024 ~~Party~~the Company held a special meeting of its stockholders (the “Special Meeting”) during which the stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation (as further amended on March 28, 2023 and September 28, 2023, (the “Charter”) to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), to convert such Class B Common Stock into shares of Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Optional Conversion Election”).

OnIn ~~October~~accordance ~~26,~~with ~~2021,~~ the Company’s ~~Sponsor~~Charter, ~~issued~~each anholder ~~unsecured~~of ~~promissory~~the ~~note~~Company’s toClass ~~the~~B ~~Company~~Common ~~(the~~Stock ~~“Promissory~~exercised ~~Note”),~~their ~~pursuant~~Optional toConversion ~~which~~Election. ~~the~~On ~~Company~~August ~~may~~21, ~~borrow~~2024, all up2,587,500 toof anthe ~~aggregate~~then ~~principal~~issued ~~amount~~and ofoutstanding ~~$300,000.~~shares ~~The~~of ~~Promissory~~the ~~Note~~Company’s isClass ~~non-interest~~B ~~bearing~~Common ~~and~~Stock ~~payable~~were onautomatically ~~the~~converted ~~earlier~~into 2,587,500 shares of ~~(i)~~the ~~February 28,~~Company’s ~~2022~~Class orA Common Stock (iithe “Conversion”). Following the ~~consummation~~Conversion, no shares of the ~~Proposed~~Company’s Class ~~Public~~B ~~Offering.~~Common AsStock ofremained ~~December~~issued 31and outstanding, ~~2023~~ and ~~December~~there ~~31,~~were ~~2022~~4,841,934 ~~there~~shares ~~was~~of nothe ~~amount outstanding~~Company’s ~~under~~Class ~~the~~A ~~Promissory~~Common ~~Note~~Stock issued and outstanding.

F-16

Advances from Related Parties

Affiliates of the Sponsor advanced $1,000 to the Company for working capital after the Company’s inception in 2021. These advances are due on demand and are non-interest bearing. For the period from June 9, 2021 (inception) through December 31, ~~2023~~2024, the related parties paid $~~329~~67,~~783~~198 on behalf of the Company. As of December 31, ~~2023~~ 2024 and December 31, ~~2022~~2023, there was $~~329,783 and $~~67,198 ~~due~~advanced tofrom ~~the~~ related parties ~~respectively~~.

Due to Related Parties

As of December 31, 2024, and December 31, 2023, there was $1,035,657 and $262,585, respectively owed under related parties.

General and Administrative Services

Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 2126 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The administrative expense was $30120,000 for each of the ~~three-months~~years ended December 3031, ~~2023~~ 2024 and ~~2022~~2023. ~~The~~Total ~~administrative~~amount due ~~expense~~as ~~was~~of ~~$120~~December 31,~~000~~ ~~for~~2024 ~~the~~and ~~year ended~~ December 31, 2023 are $320,000 and ~~2022~~$200,000, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, ~~2023~~2024 and December 31, ~~2022~~2023, there were $180,000 and $0180,000 outstanding under the Working Capital Loans.

F-18

Extension Payment Deposit

On March 29, 2023, April 25, 2023, May 29, 2023, June 26, 2023, July 25, 2023, and August 23, 2023, the Company caused to be deposited $191,666 into the Company’s Trust account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by six months from March 29, 2023 to September 29, 2023. On September 29, 2023, October 26, 2023, November 29, ~~and~~2023, December 22, 2023, January 25, 2024, February 26, 2024, March 25, 2024, April 25, 2024, May 25, 2024, June 24, 2024, July 25, August 28, 2024, September 29, 2024, October 22, December 9 and 13, 2024 it caused to be deposited $40,000 into the Company’s Trust account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by ~~four~~eleven months ~~month~~ from ~~September~~December 29, 2023 (the “Extension”) to December 29, 2024. The total extension payment the Company has deposited in the trust account is $1,~~309~~750,~~996~~211 as of December 31, ~~2023~~2024 and $01,309,996 as of December 31, ~~2022~~2023.

F-17

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of ~~Proposed~~Initial Public Offering to purchase up to 1,350,000 additional Units to cover over-allotments, if any, at the ~~Proposed~~Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised this option simultaneously with close of the Initial Public Offering.

The underwriters were paid a cash underwriting discount of $0.175 per Unit, or $1,811,250 (gross of a discount of $400,000), upon the closing of the ~~Proposed~~Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,622,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The underwriters also received to 25,875 shares of Class A common stock upon the consummation of the IPO. The fair value of the shares issued to the underwriter was $258,750.

NOTE 7 — ~~STOCKHOLDER~~SHAREHOLDERS’S ~~EQUITY~~DEFICIT

Preferred ~~Stock~~Shares — The Company is authorized to issue 1,000,000 shares of preferred ~~stock~~shares with a par value of $0.0001 per share. As of December 31, ~~2023~~2024 and December 31, ~~2022~~2023 there were no ~~shares of~~ preferred ~~stock~~shares issued or outstanding.

Class A Common ~~Stock~~ Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, ~~2023~~2024 and December 31 ~~2022~~2023, there were 3,079,525 and 492,025 shares of Class A common stock issued and outstanding. As of December 31, ~~2023~~2024 and December 31, ~~2022~~ 2023 there were 14,~~762,409~~395 shares and 101,~~350~~762,~~000~~409 shares of Class A common stock that were classified as temporary equity in the accompanying balance ~~sheet~~sheets, respectively.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of December 31, 2023 and December 31, 2022, there were 2,587,500 shares of Class B common stock issued and outstanding.F-19

FClass B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. On July 5, the Company held a Special Meeting, at the meeting, the Company’s shareholder approved the proposal to amend the Company’s Charter to provide for the right of a holder of Class B Common Stock, par value $0.0001 per share, of the Company (“Class B Common Stock”), to convert such Class B Common Stock into Class A Common Stock on a one-18for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder. As of December 31, 2024 and December 31, 2023, there were 0 and 2,587,500 shares of Class B common stock issued and outstanding.

Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO.

~~The~~Warrants ~~shares of Class B common~~— ~~stock~~Public ~~will~~Warrants ~~automatically~~may ~~convert~~only ~~into~~be ~~Class~~exercised Afor ~~common stock at the time of~~ a ~~Business~~whole ~~Combination,~~number ~~or earlier at the option~~ of ~~the holder, on a one-for-one basis, subject to adjustment~~shares. InNo ~~the~~fractional ~~case~~warrants ~~that~~will ~~additional~~be ~~shares of Class A common stock, or equity-linked securities, are~~ issued orupon ~~deemed~~separation ~~issued in excess~~ of the ~~amounts issued in the Proposed Public Offering~~ Units and ~~related~~only towhole ~~the~~warrants ~~closing~~will oftrade. aThe ~~Business~~Public ~~Combination, the~~Warrants ~~ratio at which shares of Class B common stock shall convert into shares of Class A common stock~~ will bebecome ~~adjusted~~exercisable ~~(unless~~on the ~~holders of~~later ~~a majority~~ of ~~the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance~~(a) so30 ~~that~~days after the ~~number~~completion of ~~shares of Class A common stock issuable upon conversion of all shares of Class B common stock~~a ~~will~~Business ~~equal,~~Combination inand ~~the~~(b) ~~aggregate,~~12 onmonths anfrom ~~as-converted basis, 20% of~~ the ~~sum~~closing of the ~~total~~Initial ~~number of all shares of common stock outstanding upon the completion of Proposed~~ Public Offering. ~~plus~~The ~~all~~Public ~~shares~~Warrants ofwill ~~Class~~expire Afive ~~common~~years ~~stock and equity-linked securities issued or deemed issued~~after ~~in connection with a Business Combination (net of~~ the ~~number~~completion of ~~shares of Class A common stock redeemed in connection with~~ a Business Combination), ~~excluding any shares~~ or ~~equity-linked~~earlier ~~securities~~upon ~~issued~~redemption or ~~issuable to any seller of an interest in the target to us in a Business Combination~~liquidation.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

F-1920

Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and

●

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering.

NOTE 8 — ~~INCOME~~SEGMENT ~~TAX~~INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer and Chief Finance Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, formation and operating costs and interest earned on investment held in Trust Account which include the accompanying statement of operations which show as the following:

		For the Year Ended December 31, 2024				For the Year Ended December 31, 2024
Formation and Operating Costs		$	2,068,779			$	1,162,659

The CODM reviews interest earned on investment held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The CODM also specifically reviews professional service fees in connection with the business combination, which are a significant segment expense as these represent significant costs affecting the Company’s consummation of the business combination. For the year ended 2024 and 2023, all the Company’s formation and operating costs are related to the Business Combination and expenses related to being a public company.

F-21

NOTE 9 — INCOME TAX

The income tax provision consists of the following:

	Years Ended December 31,		~~Years~~Year Ended December 31,
	2023		2022
	2024		2023
Federal
Current	$	~~299,623~~	$	~~165~~299,~~799~~623
Deferred		—		—
State and Local
Current	$	—	$	—
Deferred		—		—
Change in valuation allowance		—		—
Income tax provision	$	~~299,623~~—	$	~~165~~299,~~799~~623

The Company’s net deferred tax assets are as follows:

	Years Ended			Years Ended
	Year Ended			Year Ended
	December 31,			December 31,
	2023			2022
	2024			2023
Deferred Tax Assets
Sec. 195 Start-up Costs	$	~~232~~5,~~741~~308		$	—232,741
Acquisition Cost		8167,~~452~~719			—8,452
Total Deferred Tax Assets		~~241~~173,~~193~~027			—241,193
Deferred Tax Liability		—			—
Unrealized gain on Investment in Trust Account		—			—
Total Deferred Tax Assets		—			—
Less: Valuation allowance		(~~241~~173,~~193~~027	)		—(241,193	)
Deferred Tax Assets, net of allowance	$	—		$	—

~~F-20~~As of December 31, 2024 and 2023, the Company had zero of U.S. federal and state net operating loss carryovers available to offset future taxable income. The federal net operating losses can be carried forward indefinitely, subject to a limitation in utilization against 80% of annual taxable income.

AsIn assessing the realization of ~~December~~the 31deferred tax assets, ~~2023~~management ~~and~~considers ~~2022,~~whether ~~the~~it ~~Company~~is ~~had zero~~ more likely than not that some portion of Uall of the deferred tax assets will not be realized.S. ~~federal~~The ~~and~~ultimate ~~state~~realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net ~~operating~~future ~~loss~~deductible ~~carryovers~~amounts ~~available~~become todeductible. ~~offset~~Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income~~. The~~ ~~federal~~and ~~net~~tax ~~operating~~planning ~~losses~~strategies ~~can~~in bemaking ~~carried~~this assessment. ~~forward~~After ~~indefinitely~~consideration of all of the information available, ~~subject~~management believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a ~~limitation~~full invaluation ~~utilization against~~allowance ~~80%~~of $173,027 and $241,193 as of ~~annual~~December ~~taxable~~31, ~~income~~2024 and 2023.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a full valuation allowance of $241,193 and nil as of December 31, 2023 and 2022.F-22

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

	Years Ended			Years Ended
	Year Ended			Year Ended
	December 31,			December 31,
	2023			2022
	2024			2023
Statutory federal income tax rate		21.00	%		21.00	%
Permanent differences		~~0.17~~—	%		(0.3817	)%
Return to Accrual & Prior Year True Ups		~~(17.85~~—	)%		—(17.85	)%
Transaction costs allocated to warrant issuance		—	%		—	%
Change in valuation allowance		13(21.6900	)%		~~(50~~13.2069	)%
Income tax provision		~~17.01~~—	%		~~(29~~17.5801	)%

The ~~effective~~ effective tax rate differs from the statutory tax rate of 21% for the ~~year~~years ended December 31, ~~2023~~2024 and ~~2022~~2023, due to the change in the ~~valuation~~ valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax return since inception remain open to examination by the taxing authorities. The Company considers Delaware to be a significant state tax jurisdiction.

NOTE 910 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustment to or disclosure in the financial statement.

FOn February 14, 2025, the Company entered into an agreement and plan of merger (the “Business Combination Agreement”) with BTL Merger (Cayman) Ltd., a to-21be-formed Cayman Islands exempted company, and a wholly-owned subsidiary of the Bangkok Tellink Co., Ltd (“Tellink”) upon execution of a joinder thereto (“Merger Sub”), Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the effective time of the business combination (the “Effective Time”) for the stockholders of Purchaser (other than Tellink Security Holders (as defined in the Business Combination Agreement) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of the Business Combination Agreement (the “Purchaser Representative”), BTL Holdings (Cayman) Limited, upon execution of a joinder agreement to become party to the Business Combination Agreement (a “Joinder”), a to-be-formed Cayman Islands exempted company (“Pubco”), Mr. Nusttanakit Sasianon and Mr Sawin Laosethakul, jointly and solely in their capacity as the representatives from and after the Effective Time for Tellink Shareholders as of immediately prior to the Effective Time in accordance with the terms and conditions of the Business Combination Agreement (the “Seller Representative”), and Bangkok Tellink Co., Ltd., a Thailand-based registered company.

On March 28, 2025, Brown Rudnick LLP (“Brown Rudnick”) filed a complaint in the United States District Court for the District of Columbia against the Company to collect approximately $810,451 in legal fees that Brown Rudnick claimed is owed by the Company for 0legal fees pursuant to an engagement letter entered into on January 16, 2024 between Brown Rudnick and the Company.03 The Company engaged 0Brown Rudnick in connection with a potential business combination transaction.31 On June 25, 2024, the Company entered into a Business Combination 0Agreement with Ayurcann Holdings Corp.~~14 0~~ (“Ayurcann”), an Ontario corporation.20 On November 19, 2024, the Company delivered a 0termination notice to Ayurcann that Arogo had terminated the Business Combination Agreement and all ancillary documents.~~03 0.14 0.~~ On May 19, 2025, 0Brown Rudnick filed an Affidavit for Default with the United States District Court for the District of Columbia against the Company.31 On false FY 0001881741 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F-23

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Filing Compare · Arogo Capital Acquisition Corp.