공고 • Nov 20
Arogo Capital Acquisition Corp. (NasdaqGM:AOGO) cancelled the acquisition of Ayurcann Holdings Corp. (CNSX:AYUR).
Arogo Capital Acquisition Corp. (NasdaqGM:AOGO) entered into a definitive business combination agreement to acquire Ayurcann Holdings Corp. (CNSX:AYUR) on June 25, 2024. At the effective time of the Transaction, shareholders of Ayurcann immediately prior to the effective time will receive shares of common stock of the publicly traded entity based on an implied pro forma enterprise value of approximately $210 million, at a price of $10.00 per share. Ayurcann’s common shares are anticipated to be valued upon closing of the proposed Transaction at approximately $1.00 based on the current number of fully diluted outstanding common shares before consolidation to be completed in connection with the proposed Transaction. There are currently 194,703,863 common shares of Ayurcann issued and outstanding. Following the Transaction, the Company anticipates that approximately 260,703,863 common shares of the Company will be issued and outstanding, which will be consolidated on a 10:1 ratio in connection with the Transaction, resulting in approximately 26,070,386 common shares. The Business Combination Agreement may be terminated and the transactions may be abandoned under certain customary and limited circumstances at any time prior to the Closing, including: By Ayurcann Holdings upon written notice to Arogo, and in such case, Ayurcann Holdings shall pay an aggregate fee of $250,000 to Arogo.
Transaction is subject to the receipt of all regulators, court, shareholder and other approvals, and the satisfaction or waiver of all customary closing conditions. The Transaction is subject to the approval of the Ontario Superior Court of Justice (Commercial List). The Transaction will also require the approval at a special meeting of Ayurcann's shareholders of not less than two-thirds (66 2/3%) of the votes validly cast by Ayurcann’s shareholders, present in person or by proxy at the special meeting. The Transaction will also require the approval of Arogo’s stockholders and the U.S. Securities and Exchange Commission (“SEC”) declaring the registration statement effective. The directors, senior officers and certain other shareholders of Ayurcann have entered into a support agreement with Arogo to, among other things, support the Transaction and vote their Ayurcann shares in favor of the Transaction. Shareholders of Ayurcann will hold rights of dissent to the Transaction under the Business Corporations Act (Ontario). The Transaction remains subject to certain other closing conditions, including the receipt of certain approvals and the satisfaction of certain customary closing conditions, receipt of specified third-party consents, including but not limited to a committed PIPE financing or other mutually satisfactory financing. The Board of Directors of Arogo Capital Acquisition unanimously approved the agreement.
The Board of Directors of Ayurcann unanimously recommends that Ayurcann shareholders vote in favor of the resolution to approve the Transaction, which will be the subject of the Ayurcann meeting expected to be held in the third quarter of 2024. The Transaction is expected to close in the second half of 2024. On September 27, 2024, Arogo Capital Acquisition Corp. deposited the amount $40,000 into the trust account of the Company for its public stockholders to further extend the period of time it has to consummate its initial business combination by one month from September 29, 2024 to October 29, 2024.
Andrew J. Sherman of Brown Rudnick LLP is representing Arogo as U.S. legal counsel and John Sabetti of Fasken Martineau DuMoulin LLP is representing Arogo as Canadian legal counsel. Ross David Carmel of Sichenzia Ross Ference Carmel LLP is representing Ayurcann as U.S. legal counsel and Grant Duthie of Garfinkle Biderman LLP is representing Ayurcann as Canadian legal counsel. ARC Group Limited is acting as sole financial advisor to Ayurcann. EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to Arogo.
Arogo Capital Acquisition Corp. (NasdaqGM:AOGO) cancelled the acquisition of Ayurcann Holdings Corp. (CNSX:AYUR) on November 20, 2024.