NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

On March 28, 2025, Brown Rudnick LLP (“Brown Rudnick”) filed a complaint in the United States District Court for the District of Columbia against the Company to collect approximately $810,451 in legal fees that Brown Rudnick claimed is owed by the Company for legal fees pursuant to an engagement letter entered into on January 16, 2024 between Brown Rudnick and the Company. The Company engaged Brown Rudnick in connection with a potential business combination transaction. On June 25, 2024, the Company entered into a Business Combination Agreement with Ayurcann Holdings Corp. (“Ayurcann”), an Ontario corporation. On November 19, 2024, the Company delivered a termination notice to Ayurcann that Arogo had terminated the Business Combination Agreement and all ancillary documents. On May 19, 2025, Brown Rudnick filed an Affidavit for Default with the United States District Court for the District of Columbia against the Company. On June 3, 2025, the United States District Court for the District of Columbia granted the default judgment against the Company. 

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,350,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised this option simultaneously with close of the Initial Public Offering.

The underwriters were paid a cash underwriting discount of $0.175 per Unit, or $1,811,250 (gross of a discount of $400,000), upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,622,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The underwriters also received 25,875 shares of Class A common stock upon the consummation of the IPO. The fair value of the shares issued to the underwriter was $258,750.