Arogo Capital Acquisition Corp-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number001-41179 AROGO CAPITAL ACQUISITION CORP.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: 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 SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant 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-basedcompensation 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, 2024, the aggregate market value of the registrant’s shares of common stock held by non-affiliates of the registrant was$19,351,251, based on a closing market price of $10.98 on the Nasdaq Stock Market. As of July 22, 2025,3,079,525shares of Class A Common Stock, par value $0.0001 per share (including 4,395 shares subject topossible redemption), and0shares of Class B Common Stock, $0.0001 par value per share, were issued and outstanding. TABLE OF CONTENTS PAGEPART IItem 1.Business1Item 1A.Risk Factors23Item 1B.Unresolved Staff Comments24Item 1C.Cybersecurity24Item 2.Properties24Item 3.Legal Proceedings24Item 4.Mine Safety Disclosures24PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities25Item 6.Reserved.26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 7A.Quantitative and Qualitative Disclosures About Market Risk33Item 8.Financial Statements and Supplementary Data33Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure33Item 9A.Controls and Procedures33Item 9B.Other Information34Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections34PART IIIItem 10.Directors, Executive Officers and Corporate Governance35Item 11.Executive Compensation41Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters42Item 13.Certain Relationships and Related Transactions, and Director Independence43Item 14.Principal Accounting Fees and Services46PART IV47Item 15.Exhibit and, Financial Statement Schedules47Item 16.Form 10-K Summary48 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report, including, without limitation, statements under the heading “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of theSecurities Act and Section 21E of the Exchange Act. These forward-looking statements can be identified by the use of forward-lookingterminology, including th