M&A - Arogo Capital Acquisition Corp.
Form Type: 425
Filing Date: 2025-02-20
Corporate Action: Merger
Type: New
Accession Number: 000121390025015630
Filing Summary: On February 14, 2025, Arogo Capital Acquisition Corp. entered into a Business Combination Agreement with BTL Merger (Cayman) Ltd. and Bangkok Tellink Co., Ltd. to effect a merger and share exchange. The agreement outlines that Arogo will merge with its wholly-owned subsidiary Merger Sub, or alternatively with a newly formed entity, Pubco. During this transaction, Arogo will cease to exist as a separate entity and will become a wholly-owned subsidiary of Pubco. Shareholders of Arogo will receive Pubco shares in exchange for their securities. The agreement also includes various representations and warranties from both parties, covenants during the interim period leading up to the closing, conditions to closing that must be satisfied, and provisions regarding the termination of the agreement. Arogo and Pubco are defined as emerging growth companies, and the filing includes details about ensuring compliance with SEC regulations and various shareholder agreements that impact the approval of the transaction. The document emphasizes the strategic intent behind the merger to enhance shareholder value and streamline operations.
Document Link: View Document
Additional details:
Business Combination Agreement Date: 2025-02-14
Merger Sub Identifier: BTL Merger (Cayman) Ltd.
Company Identifier: Bangkok Tellink Co., Ltd.
Effective Time: On the Closing Date
Share Exchange Description: Arogo will exchange its shares for ordinary shares of Pubco.
Post Closing Board Structure: Five directors, majority independent.
Condition To Closing: Approval from the shareholders of Arogo.
Emerging Growth Company: Yes
Form Type: 8-K
Filing Date: 2025-02-20
Corporate Action: Merger
Type: New
Accession Number: 000121390025015626
Filing Summary: On February 14, 2025, Arogo Capital Acquisition Corp. entered into a Business Combination Agreement with BTL Merger (Cayman) Ltd. and Bangkok Tellink Co., Ltd. The agreement outlines a merger where Arogo will merge with a subsidiary or Pubco, making Arogo a wholly-owned subsidiary. The business combination involves a share exchange, converting Arogo shares into Pubco shares. Key terms include the need for approvals from shareholders and regulatory authorities, entering into Lock-Up Agreements, and maintaining director indemnification. Each party agrees to use reasonable efforts to complete the merger, which is set to happen by December 31, 2025, barring any delays due to approvals or unforeseen circumstances. The document includes detailed covenants, conditions for closing, and addresses potential termination scenarios.
Document Link: View Document
Additional details:
Business Combination Effective Time: February 14, 2025
Business Combination Entities Involved: Arogo Capital Acquisition Corp., BTL Merger (Cayman) Ltd., Bangkok Tellink Co., Ltd.
Post Closing Board Structure: Five directors, majority independent
Trust Account Clause: No claims against Arogo’s trust account
Lock Up Period: Six months after Closing
Board Of Directors Composition Requirements: One independent director from Purchaser, one from Sponsor, three designated by the Company
Comments
No comments yet. Be the first to comment!