Termination of Material Agreement Form 8 K

Item 1.02 Termination of Material Definitive Agreement.

As previously disclosed by Arogo Capital Acquisition Corp., a Delaware corporation ("Arogo" or the "Company) in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") on July 1, 2024, Arogo entered into a business combination agreement on June 25, 2024 (the "Business Combination Agreement") by and among Arogo, Ayurcann Holding Corp., an Ontario corporation ("PubCo"), DE Ayurcann Merger Sub., Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo ("Merger Sub"), CAN Ayurcann Merger Sub, Inc., an Ontario corporation and a direct, wholly owned subsidiary of PubCo ("Canadian Merger Sub" and, together with PubCo and Merger Sub, each an "Acquisition Entity" and, together, the "Acquisition Entities"), and Ayurcann Holdings Corp., an Ontario corporation ("Ayurcann Holdings"). Capitalized terms used but not otherwise defined herein have the meaning ascribed thereto in the Business Combination Agreement.

On November 19, 2024, Arogo delivered a termination notice (the "Termination Notice") to Ayurcann that Arogo had terminated the Business Combination Agreement (the "Termination") and all Ancillary Documents, in accordance with Section 10.1, of the Business Combination Agreement because Ayurcann failed to deliver Audited Financial Statements and Updated Financial Statements in accordance with Section 8.16 of the Business Combination Agreement and because the Transactions have not been consummated on or prior to the Termination Date. In accordance with Section 10.2 of the Business Combination Agreement, Arogo's Termination Notice included a demand that Ayurcann make a payment of the Company Reimbursement Termination Fee to Arogo.

The Termination Notice does not constitute a waiver of, and shall not prejudice any of Arogo's rights under the Business Combination Agreement or at law. Arogo reserves all such rights in full to pursue any and all remedies available to it under the Business Combination Agreement and at law.

On November 20, 2024, following delivery of the Termination Notice, Arogo received from Ayurcann a purported termination notice of the Business Combination Agreement (the "Ayurcann Letter"), wherein Ayurcann alleged that Arogo failed to perform the covenants set forth in Section 8.11 and Section 8.22 of the Business Combination Agreement. The Ayurcann Letter further included a demand that, in accordance with Section 10.2(c) of the Business Combination Agreement, Arogo was to pay the SPAC Termination Fee to Ayurcann.

On November 22, 2024, Arogo delivered a response to the Ayurcann Letter, rejecting the timeliness and validity of the Ayurcann Letter, reiterating that the Business Combination Agreement was terminated in accordance with Arogo's November 19, 2024 Termination Notice, and reiterating the demand for the Company Reimbursement Termination Fee to be paid to Arogo in accordance with the terms of the Business Combination Agreement.

The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 1, 2024, which is incorporated by reference herein.