Arogo Capital Acquisition Corp-A 2024年度报告

Title of each classregisteredpar value per shareAct. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theExchange 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) ofthe Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant wasrequired 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 besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct.Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public 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 financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod 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 ofthe registrant was $19,351,251, based on a closing market price of $10.98 on the Nasdaq Stock Market.As of July 22, 2025, 3,079,525 shares of Class A Common Stock, par value $0.0001 per share (including 4,395shares subject to possible redemption), and 0 shares of Class B Common Stock, $0.0001 par value per share, wereissued 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 Purchasesof Equity Securities25Item 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 ShareholderMatters42Item 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 Summary48iCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis annual report, including, without limitation, statements under the heading “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” includes forward-looking statements within themeaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-lookingstatements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,”“anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or“should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurancethat actual results will not materially differ from expectations. Such statements include, but are not limited to, anys