UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.03 Amendments to Articles of Incorporation of Bylaws.
On June 26, 2026, Arogo Capital Acquisition Corp., a Delaware corporation (“Arogo” or the “Company”), held a special meeting of its stockholders in lieu of its 2026 annual meeting(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 June 29, 2026 to June 29, 2028 (the “Extension Amendment Proposal”).
At the Meeting, the Company’s stockholders also approved to amend and restate Section 7.3 of the Certificate of Incorporation to eliminate the prohibition on stockholder votes and approval via written resolution in lieu of a meeting Charter in order to allow any action required or permitted to be taken by the stockholders of the Corporation at any duly called annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting Charter (the “Charter Amendment Proposal”).
Arogo filed the amendment to the Certificate of Incorporation with the Office of the Secretary of the State of the State of Delaware on June 30, 2026, 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 does not purport to be complete and is qualified in its 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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company’s stockholders approved the Charter Amendment Proposal extending the date by which the Company must consummate its initial business combination from June 29, 2026 to June 29, 2028. The final voting results for the Extension Amendment Proposal were as follows:
| For | % | Against | % | Abstain | ||||
| 3,045,650 | 98.1% | 0 | 0% | 0 |
Also at the Meeting, Arogo’s stockholders approved the Extension Amendment Proposal, eliminating the Extension Amendment Proposal from the Company’s Certificate of Incorporation. The final voting results for the Extension Amendment Proposal were as follows:
| For | % | Against | % | Abstain | ||||
| 3,045,650 | 98.1% | 0 | 0% | 0 |
Stockholders holding 18,664 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), exercised their right to redeem their shares for cash at an approximate price of $11.16 per share of the funds in the Trust Account. As a result, approximately $208,306.01 will be removed from the Trust Account to pay such holders. This amount is subject to change to account for the payment of tax withdrawals.
Following the redemption, Arogo’s remaining publicly held shares of Common Stock outstanding were 5,731.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Fifth Amendment to the Amended and Restated Certificate of Incorporation of Arogo Capital Acquisition Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AROGO CAPITAL ACQUISITION CORP. | ||
| By: | /s/ Suradech Taweesaengsakulthai | |
| Name: | Suradech Taweesaengsakulthai | |
| Title: | Chief Executive Officer | |
| Dated: | July 1, 2026 | |
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