Filed by Arogo Capital Acquisition Corp.
Pursuant to Rule 425 under the Securities Act
of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Arogo Capital Acquisition Corp.
(Commission File No. 001-41179)
EON Reality To Announce the EON Metaverse Builder
at EON Experience Fest 2022
The new product enables easy and fast AI-based
creation of entire worlds within multiple objects and experiences by just “walking and talking,” personalized avatars and
a marketplace where creative minds can “Learn & Earn.”
EVORA, PORTUGAL, June 23, 2022
– EON Reality, Inc. (“EON Reality”), a global leader in Virtual and
Augmented Reality (“XR”) and Knowledge Metaverse industry and education solutions, to announce a new product within its platform,
the EON Metaverse Builder, at EON Experience Fest 2022 on Friday , June 24, 2022.
Fundamentally, EON Reality believes
that knowledge is a human right, and making experiential knowledge transfer available, accessible and affordable for everyone on the planet
goes a long way to achieve this. We know that the Knowledge Metaverse and XR solutions enable users to learn faster, retain information
longer, and make better decisions, as seen in a study by PricewaterhouseCoopers.
But as users adopt the Knowledge
Metaverse for practical education and training uses, they are met with multiple challenges:
| ● | Time-Consuming and Programming-Dependent Creation: Building the Metaverse typically requires
coding and programming skills, and it can take a lot of time to both learn and execute. It's not enough to build single objects
in a world, users need to find an easy way to build an entire world. There is a need to drastically simplify the creation process to take
minutes, rather than the hours or days it currently requires. |
| ● | Insufficient Generic Avatars: Generic avatars without facial expressions or customization do not provide the required sense
of presence and connection needed for collaborative learning. |
| ● | Lack of Knowledge Metaverse Community: There is a need for learners and teachers to be part of a bigger global community, in
addition to the individual institutions offered by EON-XR today. |
The EON Metaverse Builder is
a solution designed to tackle these challenges, as users can easily create virtual laboratories, classrooms, museums, factories, parks,
archaeological sites with multiple 3D objects, each featuring a full slate of activities, knowledge portals, assessments and more.
| ● | Natural Worldbuilding: With EON Metaverse Builder, users can now easily build entire Knowledge Metaverse Worlds consisting
of multiple objects and environments by simply “walking and talking.” |
| ● | Easy, Fast and Smart: EON Metaverse Builder utilizes AI throughout the platform to make creation easy, fast and fun. For example,
AI image recognition identifies the parts in a scene and names them. AI automatically creates Knowledge Portals with images, videos, PDF
and Text-to-Speech. Assessment Portals can also be automatically generated, containing quizzes, locate and identify activities, and multi-language
support. Finally, the AI simulation 3D feature will assess students’ performance automatically. |
| ● | Personalized and Expressive Avatars: Across EON Reality’s avatar-enabled solutions, users can create their own
configurable avatars with facial features, hairstyle, clothing and more. When interacting, the avatar has full facial expressions and
its lips synced to the user’s voice. |
| ● | Global Knowledge Metaverse Community: By enabling the creation of Knowledge Metaverse Worlds, users can “Learn &
Earn” through our marketplace. The first pioneer of a Knowledge Metaverse World is InfinitLand, a decentralized community
platform where creative minds can gather, express and exchange innovative XR experiences. |
The announcement of the EON Metaverse
Builder will take place on the final day of EON Reality’s annual EON Experience Fest event — the first held in person since
2019 — in Évora, Portugal at the Convento do Espinheiro. As per usual, the two-day event featured a number of updates, demonstrations
and discussions about EON Reality’s offerings and is always attended by several government officials, academic administrators, and
business owners from around the world.
“The EON Metaverse Builder
is a revolutionary game-changer that allows any user to create new XR environments in minutes by just ‘walking & talking.’
This opens the doors to users of all ages to create and share their own virtual experiences as part of a global community. Anyone can
instantly augment real-life environments such as laboratories, museums and parks with avatar guides, images, videos, quizzes and more.”
says Dan Lejerskar, Founder, Chairman and CEO of EON Reality.
Prior to the event, EON Reality
had already developed the de-facto standard for XR education and industry solutions with EON-XR, which supports devices from mobile phones
to head-mounted displays to large-scale screens and even entire facilities. As a result of the culmination of years of work with global
enterprises and world-class academic institutions, EON-XR serves as the primary product and content delivery vehicle for XR education
and industry solutions in the knowledge metaverse.
About EON Reality
EON Reality is a leading company
in Augmented and Virtual Reality-based experience creation for education and industry as well as the reputed creators of the Knowledge
Metaverse. EON Reality’s over 20 years of existence and success are tied to its belief that
knowledge is a human right and should be available, accessible, and affordable for every person on the planet. To carry this out, EON
Reality developed and launched EON-XR, a SaaS-based platform dedicated to the democratization of XR content creation that brings code-free
XR development and publishing to smartphones, tablets, laptops, and any other XR-focused devices. EON-XR can be used in devices of different
sizes, in different shapes and at different types of locations: from hand-held mobile devices, to head-mounted displays, to large-scale
screens, and even at mega-size facilities. EON Reality’s global network now comprises more than 1.1 million licenses who are collectively
building the Knowledge Metaverse in more than 75 locations. EON Reality has also created the world’s leading XR library for education
and industry with access to at least 2.16 million 3D assets and counting. For further information, visit www.eonreality.com.
Additional Information and Where to Find It
In connection with the proposed business combination transaction, Arogo
intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement
on Form S-4, which will include a proxy statement/prospectus of Arogo, and other documents regarding the proposed business combination
transaction. Arogo’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with
the proposed business combination transaction, as these materials will contain important information about EON Reality, Arogo and the
proposed business combination transaction. Promptly after the Form S-4 is declared effective by the SEC, Arogo will mail the definitive
proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the meeting relating to the approval of the business
combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors
and stockholders of Arogo are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become
available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they
will contain important information about the proposed business combination transaction. The documents filed by Arogo with the SEC may
be obtained free of charge at the SEC’s website at www.sec.gov, (Registration No. 333-259338), or by directing a request to Arogo
Capital Acquisition Corp., 848 Brickell Avenue, Penthouse 5, Miami, FL 33131.
Participants in the Solicitation
Arogo and its directors and executive officers may be deemed participants
in the solicitation of proxies from its stockholders with respect to the business combination. A list of the names of those directors
and executive officers and a description of their interests in Arogo will be included in the proxy statement/prospectus for the proposed
business combination when available at www.sec.gov. Information about Arogo’s directors and executive officers and their ownership
of Arogo common stock is set forth in Arogo’s prospectus, dated December 23, 2021, as modified or supplemented by any Form 3 or
Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation
will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents
can be obtained free of charge from the source indicated above.
EON Reality and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the stockholders of Arogo in connection with the proposed business combination.
A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination
will be included in the proxy statement/prospectus for the proposed business combination.
Forward Looking Statements
This communication contains certain statements which may be deemed
as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities
laws. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives,
expectations and intentions with respect to future operations, products and services; and other statements identified by words such as
“will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,”
“believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.
These forward-looking statements include, but are not limited to, statements regarding EON Reality’s industry and market sizes,
future opportunities for EON Reality and Arogo, EON Reality’s estimated future results and the proposed business combination between
Arogo and EON Reality, including the implied enterprise value, the expected transaction and ownership structure and the likelihood, timing
and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current
beliefs and expectations of the management and are inherently subject to significant business, economic and competitive uncertainties
and contingencies, many of which are difficult to predict and generally beyond the management’s control. Actual results and the
timing of events may differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously disclosed in Arogo’s reports
filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results
and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
inability to meet the closing conditions to the business combination, including the occurrence of any event, change, legal proceedings
instituted against EON Reality or against Arogo related to the business combination agreement or the management team, or other circumstances
that could give rise to the termination of the business combination agreement; the inability to complete the transactions contemplated
by the business combination agreement due to the failure to obtain approval of Arogo’s stockholders; redemptions exceeding a maximum
threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection with the consummation of the
contemplated transactions; costs related to the transactions contemplated by the business combination agreement; a delay or failure to
realize the expected benefits from the proposed business combination agreement transaction including EON Reality’s ability to effectively
develop and successfully market new products, solutions and services, and to effectively address cost reductions and other changes in
its industry; risks related to disruption of management’s time from ongoing business operations due to the proposed business combination
transaction; changes in the virtual reality markets in which EON Reality competes, including with respect to its competitive landscape,
technology evolution or regulatory changes on solutions, services, labor matters, international economic, political, legal, compliance
and business factors; developments and uncertainties in domestic and foreign trade policies and regulations, and other regulations which
may cause contractions or affect growth rates and cyclicality of markets EON Reality serve; disruptions relating to war, terrorism, widespread
protests and civil unrest, man-made and natural disasters, public health issues and other events; changes in domestic and global general
economic conditions; risk that EON Reality may not be able to execute its growth strategies; security breaches or other disruptions of
EON Reality information technology systems or violations of data privacy laws; EON Reality’s inability to adequately protect its
intellectual property; risks related to the ongoing COVID-19 pandemic and response, including new variants of the virus; the pace of recovery
in the markets in which EON Reality operates; global supply chain disruptions and potential staffing shortages at potential customers
which may have a trickle-down effect on EON Reality; risk that EON Reality may not be able to develop and maintain effective internal
controls; and other risks and uncertainties indicated in Arogo’s final prospectus, dated December 23, 2021, for its initial public
offering, and those that will be contained in the proxy statement/prospectus relating to the proposed business combination, including
those under “Risk Factors” therein, and in Arogo’s other filings with the SEC. EON Reality and Arogo caution that
the foregoing list of factors is not exclusive. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability.
Actual results, performance or achievements may differ materially,
and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements
are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned
not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and
other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other
factors, many of which are beyond the management’s control. All information set forth herein speaks only as of the date hereof in
the case of information about Arogo and EON Reality or the date of such information in the case of information from persons other than
Arogo or EON Reality, and except to the extent required by applicable law, we disclaim any intention or obligation to update or revise
any forward-looking statements as a result of new information, future events and developments or otherwise occurring after the date of
this communication. Forecasts and estimates regarding EON Reality’s industry and markets are based on sources we believe to be reliable,
however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Projected and estimated numbers
are used for illustrative purpose only, are not forecasts and may not reflect actual results. Neither Arogo nor EON Reality gives any
assurance that either Arogo or EON Reality, respectively, will achieve its expectations.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact Information:
Marketing@eonreality.com
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