SEC Comment Letter 0000000000-24-013828 to Arogo Capital Acquisition Corp. (AOGO, AOGOU, AOGOW) (CIK 0001881741)
Arogo Capital Acquisition Corp. (AOGO, AOGOU, AOGOW) (CIK 0001881741)
Date: Dec. 16, 2024 · CIK: 0001881741 · Accession: 0000000000-24-013828
AI Filing Summary & Sentiment
File numbers found in text: 001-41179
Letter
December 16, 2024 Suradech Taweesaengsakulthai Chief Executive Officer Arogo Capital Acquisition Corp. 848 Brickell Avenue, Penthouse 5 Miami, FL 33131 Re:Arogo Capital Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed December 6, 2024 File No. 001-41179 Dear Suradech Taweesaengsakulthai: We have conducted a limited review of your filing and have the following comments. Please respond to this letter by amending your filing and providing the requested information. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing any amendment to your filing and your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Questions and Answers About the Special Meeting How do the Company insiders intend to vote their shares?, page 5 1.We note the disclosure indicating that the SPAC Sponsor, directors, officers, advisors or any of their affiliates may purchase public shares in the open market to reduce redemption rates, that the price offered in such purchases may be higher than the redemption price, and that these purchasers intend to vote the purchased securities in favor of approving the business combination transaction. Please provide your analysis on how such purchases will comply with Rule 14e-5. To the extent that you are relying on Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how it applies to your circumstances.
December 16, 2024 Page 2 Risk Factors Our securities are currently quoted on the OTC Markets, which may have an unfavorable impact on our stock price and liquidity, page 14 2.Please revise this risk factor heading and disclosure to expand on the consequences of your securities no longer being listed on Nasdaq and being quoted on the OTC Pink Market instead. For example, discuss that you may no longer be attractive as a merger partner because you are no longer listed on an exchange, any potential impact on your ability to complete an initial business combination, and any impact on securities holders due to your securities no longer being considered “covered securities.” We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Mariam Mansaray at 202-551-5176 or Kathleen Krebs at 202-551- 3350 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Andrew J. Sherman
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December 16, 2024
Suradech Taweesaengsakulthai
Chief Executive Officer
Arogo Capital Acquisition Corp.
848 Brickell Avenue, Penthouse 5
Miami, FL 33131
Re:Arogo Capital Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 6, 2024
File No. 001-41179
Dear Suradech Taweesaengsakulthai:
We have conducted a limited review of your filing and have the following comments.
Please respond to this letter by amending your filing and providing the requested
information. If you do not believe a comment applies to your facts and circumstances, please
tell us why in your response.
After reviewing any amendment to your filing and your response to this letter, we
may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Questions and Answers About the Special Meeting
How do the Company insiders intend to vote their shares?, page 5
1.We note the disclosure indicating that the SPAC Sponsor, directors, officers, advisors
or any of their affiliates may purchase public shares in the open market to reduce
redemption rates, that the price offered in such purchases may be higher than the
redemption price, and that these purchasers intend to vote the purchased securities in
favor of approving the business combination transaction. Please provide your analysis
on how such purchases will comply with Rule 14e-5. To the extent that you are
relying on Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 (March 22, 2022), please provide an analysis regarding how it
applies to your circumstances.
December 16, 2024
Page 2
Risk Factors
Our securities are currently quoted on the OTC Markets, which may have an unfavorable
impact on our stock price and liquidity, page 14
2.Please revise this risk factor heading and disclosure to expand on the consequences of
your securities no longer being listed on Nasdaq and being quoted on the OTC Pink
Market instead. For example, discuss that you may no longer be attractive as a merger
partner because you are no longer listed on an exchange, any potential impact on your
ability to complete an initial business combination, and any impact on securities
holders due to your securities no longer being considered “covered securities.”
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Mariam Mansaray at 202-551-5176 or Kathleen Krebs at 202-551-
3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Andrew J. Sherman