Merger AOGOU

Arogo Capital Acquisition Corp. Enters Into Business Combination Agreement with EON Reality Inc.

, SPAC Research

Arogo Capital Acquisition Corp. (NASDAQ: “AOGOU, AOGO, AOGOW”), a special purpose acquisition corporation, announced today that it has entered into a definitive business combination agreement with EON Reality, Inc., a global leader in Virtual and Augmented Reality and Knowledge Metaverse industry and education solutions. Upon closing of the transaction, the combined entity, which will retain the name of EON Reality, Inc., will be led by seasoned chief executive officer, Dan Lejerskar, Founder, Chairman and CEO of the current EON Reality.

EON Reality is a leading company in Augmented and Virtual Reality-based experience creation for education and industry as well as the reputed creators of the Knowledge Metaverse. EON Reality’s over 20 years of existence and success are tied to its belief that knowledge is a human right and should be available, accessible, and affordable for every person on the planet. To carry this out, EON Reality developed and launched EON-XR, a SaaS-based platform dedicated to the democratization of XR content creation that brings code-free XR development and publishing to smartphones, tablets, laptops, and any other XR-focused devices. EON-XR can be used in devices of different sizes, in different shapes and at different types of locations: from hand-held mobile devices, to head-mounted displays, to large-scale screens, and even at mega-size facilities. EON Reality’s global network now comprises of more than 1.1 million licenses who are collectively building the Knowledge Metaverse in more than 100 locations. EON Reality has also created the world’s leading XR library for education and industry with access to at least 2.16 million 3D assets and counting.

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

The transaction is expected to close by the second half of 2022, subject to, among other things, the approval by Arogo stockholders, satisfaction or waiver of the conditions stated in the business combination agreement, and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and approval by Nasdaq to list the securities of the emerged company.

ARC Group Ltd. is serving as sole financial advisor to Arogo. EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor. Nelson Mullins Riley & Scarborough LLP is serving as legal advisor to Arogo. Seyfarth Shaw LLP is serving as legal advisor to EON Reality.

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