UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2023
Fat Projects Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of incorporation)
| 001-40755 | N/A | |
(Commission File Number) |
(IRS Employer Identification No.) |
27
Bukit Manis Road
Singapore, 099892
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (65) 8590-2056
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Units, each consisting of one Class A Ordinary Share and One Redeemable Warrant | FATPU | The Nasdaq Stock Market LLC | ||
| Class A Ordinary Shares, $0.0001 par value per share | FATP | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | FATPW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment of Trust Agreement
On October 15, 2021, Fat Projects Acquisition Corp, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated October 12, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-257126) for the Offering. The Trust Agreement was amended by Amendment No. 1 to Investment Management Trust Agreement dated January 13, 2023 by and between the Company and Continental, the form of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on January 17, 2023.
On April 14, 2023, at 8:00 a.m. ET, the Company held a virtual special meeting of its shareholders at https://www.cstproxy.com/fatprojects/2023, pursuant to due notice. At the special meeting, Company shareholders entitle to vote at the special meeting cast their votes and approved the Trust Amendment Proposal, which authorized the Company to enter into Amendment No. 2 to Investment Management Trust Agreement with Continental (the “Trust Agreement Amendment”). The Company and Continental promptly entered into the Trust Agreement Amendment pursuant to which the Trust Agreement was amended to allow the Company to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from April 15, 2023 to January 15, 2024 (or such earlier date after April 15, 2023, as determined by the Company’s Board).
The foregoing summary is qualified by the full text of the Trust Agreement Amendment, which is included as Exhibit 10.1 hereto and incorporated herein by reference
| Item 3.03. | Material Modification to Rights of Security Holders. |
Amendment of Memorandum and Articles of Association
As described in Item 5.03 below, the shareholders of the Company approved the Second Amendment to the Amended and Restated Memorandum and Articles of Association of the Company at the April 14, 2023, special meeting, and the Company subsequently filed the Second Amendment to the Amended and Restated Memorandum and Articles of Association with Cayman Islands authorities.
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| Item 5.03. | Articles of Incorporation or Bylaws. |
The shareholders of the Company approved the Second Amendment to the Amended and Restated Memorandum and Articles of Association of the Company at the April 14, 2023, special meeting, giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”) or else (ii) cease its operations if it fails to complete such business combination, and redeem or repurchase 100% of the Company’s Class A Ordinary Shares included as part of the units sold in the Company’s initial public offering that closed on October 15, 2021 (the “IPO”) from April 15, 2023 (the “Termination Date”) by up to nine (9) one-month extensions to January 15, 2024 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”) provided that (i) the Company or its Sponsor (or any of either of their affiliates or permitted designees) will deposit on or prior to (i) in case of the first such extension, the deadline for the Company to consummate a Business Combination prior to such extension, or the next business day if such deadline is not a business day, and (ii) for each subsequent extension, the last day of the immediately preceding extension for each such extension, or the next business day if such last day is not a business day (each a “Deadline Date”) into the Trust Account the lesser of (x) $50,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each such one-month extension until January 15, 2024 unless the closing of the Company’s initial business combination shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination, which notes may be convertible at the option of the holder at any time after the consummation of the Company’s Initial Business Combination into warrants that are identical to the placement warrants (as defined in the registration statement) at a conversion price of $1.00 per warrant, and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with (the “Extension Amendment Proposal”).
Following receipt of shareholder approval of the Extension Amendment Proposal, the Company filed the Second Amendment to the Amended and Restated Memorandum and Articles of Association with Cayman Islands authorities. The foregoing summary is qualified by the full text of the Second Amendment to the Amended and Restated Memorandum and Articles of Association, which is included as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 14, 2023, at 8:00 a.m. ET, the Company held a virtual special meeting of its shareholders at https://www.cstproxy.com/fatprojects/2023, pursuant to due notice. On the record date of March 17, 2023, the Company had 8,431,738 ordinary shares outstanding and entitled to vote at the special meeting. At the special meeting, holders of the Company’s ordinary shares (the “Shareholders”) voted on two of the three proposals presented, each as described in the proxy statement/prospectus dated March 28, 2023, and cast their votes as described below:
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Proposal 1 - Extension Amendment Proposal
The Shareholders approved the Extension Amendment Proposal, giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”) or else (ii) cease its operations if it fails to complete such business combination and redeem or repurchase 100% of the Company’s Class A Ordinary Shares included as part of the units sold in the Company’s initial public offering that closed on October 15, 2021 (the “IPO”) from April 15, 2023 (the “Termination Date”) by up to nine (9) one-month extensions to January 15, 2024 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”) provided that (i) the Company or its Sponsor (or any of either of their affiliates or permitted designees) will deposit on or prior to (i) in case of the first such extension, the deadline for the Company to consummate a Business Combination prior to such extension, or the next business day if such deadline is not a business day, and (ii) for each subsequent extension, the last day of the immediately preceding extension for each such extension, or the next business day if such last day is not a business day (each a “Deadline Date”) into the Trust Account the lesser of (x) $50,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each such one-month extension until January 15, 2024 unless the closing of the Company’s initial business combination shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination, which notes may be convertible at the option of the holder at any time after the consummation of the Company’s Initial Business Combination into warrants that are identical to the placement warrants (as defined in the registration statement) at a conversion price of $1.00 per warrant, and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The following is a tabulation of the voting results:
Ordinary Shares:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,901,894 (70.00%) | 1,194,862 (14.17%) | – | – |
Proposal 2 – Trust Amendment Proposal
The Shareholders approved the Trust Amendment Proposal, pursuant to which the Investment Management Trust Agreement (the “Trust Agreement”), dated October 12, 2021, as amended by Amendment No. 1 thereto dated January 13, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), was amended to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from April 15, 2023 to January 15, 2024 (or such earlier date after April 15, 2023, as determined by the Company’s Board). The following is a tabulation of the voting results:
Ordinary Shares:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,901,894 (70.00%) | 1,194,862 (14.17%) | – | – |
Proposal 3 – Adjournment Proposal
The third proposal to adjourn the Shareholder Meeting (the “Adjournment Proposal”), was not presented at the Shareholders Meeting since the Extension Amendment Proposal and the Trust Amendment Proposal received sufficient favorable votes to be adopted.
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| Item 8.01. | Other Events. |
Redemption of Shares
In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the special meeting, holders of 4,956,145 shares of Class A Ordinary Shares exercised their right to redeem those shares for cash.
Announcement of Intention to Fund First Extension
Also in connection with approval of the Extension Amendment Proposal and the Trust Amendment Proposal, the Company has announced its intention to obtain the first 1-month extension to the Termination Date, which extends the Company’s deadline to complete its initial business combination from April 15, 2023 to May 15, 2023 and which will give the Company additional time to complete its previously announced proposed business combination with Avanseus Holdings Pte. Ltd. This will require the Company to deposit $0.05 per share for each Public Share outstanding after giving effect to the redemptions disclosed above, or approximately $24,279, into the Trust Account by Monday, April 17, 2023.
| Item 9.01. | Exhibits. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FAT PROJECTS ACQUISITION CORP. | ||
| Date: April 14, 2023 | By: | /s/ David Andrada |
| David Andrada | ||
| Co-Chief Executive Officer | ||
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Exhibit 3.1
SECOND AMENDMENT TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF
FAT PROJECTS ACQUISITION CORP
ADOPTED BY SPECIAL RESOLUTION ON 14 APRIL 2023
FAT PROJECTS ACQUISITION CORP, a company limited by shares organized under the Companies Act (as amended) of the Cayman Islands (the “Company”), does hereby certify as follows:
| 1. | The name of the Company is Fat Projects Acquisition Corp. The Company’s original Memorandum and Articles of Association were filed with the General Registry of the Cayman Islands on April 16, 2021, and the Company’s Amended and Restated Memorandum and Articles of Association were adopted by Special Resolution on October 7, 2021 and amended pursuant to the First Amendment to the Amended and Restated Memorandum and Articles of Association dated as of January 13, 2023. |
| 2. | This Second Amendment to the Amended and Restated Memorandum and Articles of Association was duly adopted by Special Resolution being the affirmative vote of holders of two thirds of the ordinary shares of the Company present and entitled to vote at a Special Meeting of the Company’s shareholders held on 14 April 2023 at which a quorum of the Company’s shareholders was present. |
| 3. | The text of Section (a) of Article 162 is hereby amended and restated to read in its entirety as follows: |
“162. (a) In the event that either the Company does not consummate a Business Combination within 12 months after the closing of the IPO (or 18 months if the Company has filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the consummation of the IPO but has not completed the initial Business Combination within such 12-month period), the Company may seek the Ordinary Resolution of the Public Shareholders for any extension beyond 12 months (or 18 months if the Company has filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the consummation of the IPO but has not completed an initial Business Combination within such 12-month period) at a meeting called for such purpose. Public Shareholders will be offered the opportunity to vote on and/or redeem their Shares in connection with the approval of such extension beyond such 12-month or 18-month period. Alternatively, or in the event that there is an unsuccessful effort to obtain Public Shareholder approval for the proposed extensions(s), the Company may, but is not obligated to, extend the period in which the Company must complete the initial Business Combination up to nine more times, each by an additional one month, for an aggregate of up to nine additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior to (i) in case of the first such extension, the deadline for the Company to consummate a Business Combination prior to such extension, or the next business day if such deadline is not a business day, and (ii) for each subsequent extension, the last day of the immediately preceding extension for each such extension, or the next business day if such last day is not a business day (each a “Deadline Date”), into the Trust Fund the lesser of (x) $50,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each extension (after giving effect to redemptions properly requested prior to such date with respect to the first such extension) in exchange for non-interest bearing, unsecured promissory notes payable upon consummation of an initial Business Combination, which notes may be convertible at the option of the holder at any time after the consummation of the Company’s initial Business Combination into warrants that are identical to the placement warrants (as defined in the registration statement) at a conversion price of $1.00 per warrant; and further provided in each case that the procedures relating to any such extension, as set forth in the agreement relating to the Trust Fund, shall have been complied with. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Fund and used to fund the redemption of the Public Shares in accordance with Article 160. Public Shareholders will not be offered the opportunity to vote on and/or redeem their Shares in connection with such extension. If the Company is unable to complete an initial Business Combination within such 12-month period (or 18-month or up to 27-month period if the Company chooses to extend such period, as described in more detail in the registration statement, or as extended by the Company’s Shareholders in accordance with these Articles), the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay taxes, if any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as Shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Shareholders and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii) above, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.”
IN WITNESS WHEREOF, Fat Projects Acquisition Corp has caused this Second Amendment to the Amended and Restated Memorandum and Articles of Association of the Company to be duly executed in its name and on its behalf by an authorized officer as of this 14th day of April, 2023.
| FAT PROJECTS ACQUISITION CORP | ||
| By: | /s/ David Andrada | |
| Name: | David Andrada | |
| Title: | Co-Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 14, 2023, by and between Fat Projects Acquisition Corp, a Cayman Islands company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS, on October 15, 2021, the Company consummated its initial public offering of its units (the “Units”), each of which is composed of one Class A ordinary share of the Company with a nominal or par value $0.0001 per share (the “Class A ordinary shares”), and one redeemable warrant entitling the holder thereof to purchase one Class A ordinary share of the Company (such initial public offering hereinafter referred to as the “Offering”);
WHEREAS, $115,000,000 of the gross proceeds of the Offering were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Class A ordinary shares included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of October 12, 2021, by and between the Company and the Trustee (the “Original Agreement”);
WHEREAS, on October 5, 2022, the Company filed a registration statement on Form S-4 with U.S. Securities and Exchange Commission file number 333-267741 with respect to a Business Combination and thereby automatically extended the Company’s deadline to complete a Business Combination from October 15, 2022 to January 15, 2023;
WHEREAS, on January 13, 2023, pursuant to Shareholder approval, the Company extended the date before which the Company must complete a business combination and extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from January 15, 2023 to July 15, 2023 (or such earlier date after January 15, 2023 as determined by the Company’s board of directors) (the “Amendment No. 1”);
WHEREAS, the Company has again sought the approval of the holders of its Class A ordinary shares and holders of its Class B ordinary shares with nominal or par value $0.0001 per share (the “Class B ordinary shares”), at a Special Meeting to: (i) extend the date before which the Company must complete a business combination from April 15, 2023 to January 15, 2024 (or such earlier date after April 15, 2023 as determined by the Company’s board of directors) (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from April 15, 2023 to January 15, 2024 (or such earlier date after April 15, 2023 as determined by the Company’s board of directors) (the “Trust Amendment”);
WHEREAS, holders of 65% of the then issued and outstanding Class A ordinary shares and Class B ordinary shares, voting together as a single class, approved the Extension Amendment, and the Trust Amendment; and
WHEREAS, the parties desire to further amend the Original Agreement to, among other things, reflect further amendments to the Original Agreement contemplated by the Trust Amendment;
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendments to Trust Agreement. |
1.1. The fifth recital of the Original Agreement is hereby amended and restated to read in its entirety as follows:
WHEREAS, if a Business Combination is not consummated within the initial 18-month period following the closing of the Offering, the Sponsor or its affiliates or designees may extend such period by up to nine one-month periods (each an “Extension”) by depositing or causing to be deposited into the Trust Account no later than (i) the end of the 18-month period following the closing of the Offering with respect to the first Extension or the first business day thereafter if the last day of such period is not a business day, and (ii) with respect to the other Extensions, the end of the previous Extension, or the first business day thereafter if the last day of such period is not a business day, (each, an “Applicable Deadline”) the lesser of (x) $50,000 or (y) $0.05 per share for each Public Share outstanding as of the Applicable Deadline date for each extension (after giving effect to redemptions properly requested prior to such date with respect to the first such extension), in each case in exchange for which the Sponsor or its affiliates or designees making the deposit will receive non-interest bearing, unsecured promissory notes for each Extension payable upon consummation of a Business Combination, which notes may be convertible at the option of the holder at any time after the consummation of the Company’s initial Business Combination into warrants that are identical to the placement warrants (as defined in the prospectus for the Offering) at a conversion price of $1.00 per warrant;
1.2. Section 1(k) of the Original Agreement is hereby amended and restated to read in its entirety as follows:
(k) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least three business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the Applicable Deadline, the Trustee shall follow the instructions set forth in the Extension Letter.
1.3. Exhibit D to the Original Agreement is hereby deleted and replaced with the new Exhibit D attached to this Amendment.
| 2. | Miscellaneous Provisions. |
2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. Severability. The terms and provisions of this Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
2.4. Jurisdiction and Venue. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
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2.5. Counterparts. This Amendment may be executed manually or electronically (such as by DocuSign®) in several original, PDF, photostatic, facsimile or other copy counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
2.6. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.7. Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
Signatures on following page.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY, as Trustee | ||
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
| FAT PROJECTS ACQUISITION CORP. | ||
| By: | /s/ David Andrada | |
| Name: | David Andrada | |
| Title: | Co-Chief Executive Officer | |
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EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
fwolf@continentalstock.com and cgonzalez@continentalstock.com
| Re: | Trust Account No. [last four digits] Extension Letter |
Ladies and Gentlemen:
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Fat Projects Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, dated as of October 12, 2021, as amended by Amendment No. 1 and Amendment No.2 thereto dated January 12, 2023 and April 14, 2023, respectively (as it may be subsequently amended, the “Trust Agreement”), this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional one (1) month, from [date] to [date] (the “Extension”).
This Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $[insert applicable amount], which will be wired to you, into the Trust Account investments upon receipt.
This is the [_____] of up to nine Extension Letters.
| Very truly yours, | ||
| Fat Projects Acquisition Corp. | ||
| By: | ||
| Name: | ||
| Title: | ||
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Exhibit 99.1
Fat Projects Acquisition Corp Announces Charter and Trust Agreement Amendments and Intention to Extend the Deadline to Complete a Business Combination to May 15, 2023
Singapore - April 14, 2023 — Fat Projects Acquisition Corp (NASDAQ: FATPU, FATP, FATPW) (“FATP”), a special purpose acquisition company, announced today that its shareholders approved amendments to its charter and trust agreement to change the structure and cost of how FATP can obtain extensions to the deadline to complete its initial business combination and that FATP intends to obtain the first of up to nine 1-month extensions of the deadline - from April 15, 2023 to May 15, 2023 – by depositing $24,279.65 into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust Company (“Continental”) on Monday, April 17, 2024.
FATP’s shareholders, at a virtual general meeting of shareholders held this morning, approved amendments to FATP’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”) and FATP’s Investment Management Trust Agreement dated October 12, 2021 as previously amended by Amendment No. 1 thereto dated January 13, 2023, with Continental (the “Trust Agreement Amendment”) to change how FATP can obtain extensions to the previously applicable April 15, 2023 deadline to complete its initial business combination. Prior to the amendments, FATP could obtain up to six 1-month extensions beginning on January 15, 2023 by depositing $0.0575 per outstanding public share into the Trust Account by the deadline applicable prior to the extension. The amendments allow FATP to instead obtain up to nine 1-month extensions beginning on April 15, 2023 by depositing the lesser of (x) $50,000 or (y) $0.05 per outstanding public share into the Trust Account by the deadline applicable prior to the extension.
The Charter Amendment triggered a right of FATP’s public shareholders to demand the redemption of their public shares out of funds held in the Trust Account. Holders of 4,956,145 public shares properly requested redemption leaving 485,593 public shares outstanding.
As a consequence of adoption of the Charter Amendment and the Trust Agreement Amendment and the redemptions, FATP can now obtain up to nine 1-month extensions to the deadline to complete its initial business combination at a cost of $24,279.65 per extension. In connection with the amendments, FATP notified Continental that it intends to obtain the first extension.
As previously reported, FATP and Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares (“Avanseus”), entered into a Business Combination Agreement dated August 26, 2022, as amended pursuant to Amendment No. 1 thereto dated as of October 3, 2022 and Amendment No. 2 thereto dated as of February 14, 2023 (collectively, the “Business Combination Agreement”), that provides for a series of transactions, pursuant to which, among other things, Avanseus’ shareholders will exchange all of their outstanding Avanseus shares in consideration for newly issued FATP Class A Ordinary Shares (the “Share Exchange”), subject to the conditions set forth in the Business Combination Agreement, with Avanseus thereby becoming a wholly owned subsidiary of FATP (the Share Exchange and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination” or the “Proposed Transaction”). In connection with the Business Combination, FATP will change its corporate name to “Avanseus Holdings Corporation” (“New Avanseus”). The Charter Amendment and Trust Agreement Amendment and the first extension described above will provide FATP and Avanseus with additional time to complete the Business Combination.
Additional Information and Where to Find It
This press release does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. FATP filed an Amendment No. 3 to Registration Statement on Form S-4 (Commission file number 333-267741) with the SEC on March 20, 2023 (the “Registration Statement”) relating to the Business Combination that includes a proxy statement of FATP and a prospectus of FATP. The Registration Statement has not been declared effective by the SEC. When available, the definitive proxy statement/prospectus and other relevant materials will be sent to all FATP shareholders as of a record date to be established for voting on the Business Combination. FATP’s shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus and the amendments thereto in the Registration Statement and, when available, the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about Avanseus, FATP and the Business Combination. FATP also will file other documents regarding the Business Combination with the SEC. Promptly after the Form S-4 is declared effective by the SEC, FATP intends to mail the definitive proxy statement/prospectus and a proxy card to each shareholder 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 decision, investors and securities holders of FATP are urged to carefully read the Registration Statement, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain important information about FATP, Avanseus and the Business Combination.
Investors and securities holders will be able to obtain free copies of the Registration Statement and all other relevant documents filed or that will be filed with the SEC by FATP through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by FATP may be obtained free of charge from FATP’s website at https://fatprojectscorp.com/investor-relations/ or by written request to FATP at Fat Projects Acquisition Corp, 27 Bukit Manis Road, Singapore 099892.
Participants in Solicitation
FATP and Avanseus and their respective directors and officers may be deemed to be participants in the solicitation of proxies from FATP’s shareholders in connection with the Business Combination. Information about FATP’s directors and executive officers and their ownership of FATP’s securities is set forth in FATP’s filings with the SEC, including FATP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 13, 2023. To the extent that such persons’ holdings of FATP’s securities have changed since the amounts disclosed in FATP’s Annual Report on Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the names and interests in the Business Combination of FATP’s and Avanseus’ respective directors and officers and other persons who may be deemed participants in the Business Combination may be obtained by reading the proxy statement/prospectus contained in the Registration Statement regarding the Business Combination and the definitive proxy statement/prospectus when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination between FATP and Avanseus, including statements regarding the benefits of the Business Combination, the anticipated timing of the completion of the Business Combination, the services offered by Avanseus and the markets in which it operates, the expected total addressable market for the services offered by Avanseus, the sufficiency of the net proceeds of the Business Combination to fund Avanseus’ operations and business plan and Avanseus’ projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all; (ii) the risk that the Business Combination may not be completed by FATP’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by FATP; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the shareholders of FATP, the satisfaction of the minimum trust account amount following redemptions by FATP’s public shareholders, the satisfaction of the minimum cash at closing requirement and the receipt of certain governmental and regulatory approvals; (iv) the failure of FATP to secure Post-Closing Financing as defined in the Registration Statement, (v) the lack of a third-party valuation in determining whether or not to pursue the Business Combination; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vii) the effect of the announcement or pendency of the Business Combination on Avanseus’ business relationships, performance, and business generally; (viii) risks that the Business Combination disrupts current plans and operations of Avanseus as a result; (ix) the outcome of any legal proceedings that may be instituted against Avanseus, FATP or others related to the Business Combination Agreement or the Business Combination; (x) the ability to meet Nasdaq listing standards at or following the consummation of the Business Combination; (xi) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by a variety of factors, including changes in the competitive and highly regulated industries in which Avanseus operates, variations in performance across competitors and partners, changes in laws and regulations affecting Avanseus’ business and the ability of Avanseus and the post-combination company to retain its management and key employees; (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination (xiii) the risk that Avanseus may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services; (xiv) the ability to attract new users and retain existing users in order to continue to expand; (xv) Avanseus’ ability to integrate its services with a variety of operating systems, networks and devices; (xvi) the risk that Avanseus will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xvii) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; (xviii) the risk of product liability or regulatory lawsuits or proceedings relating to Avanseus’ business; (xix) the risk of cyber security or foreign exchange losses; (xx) the risk that Avanseus is unable to secure or protect its intellectual property; (xxi) the effects of COVID-19 or other public health crises on Avanseus’ business and results of operations and the global economy generally; and (xxii) costs related to the Business Combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of FATP’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement and proxy statement/prospectus discussed above and other documents filed by FATP from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Avanseus and FATP assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither FATP nor Avanseus gives any assurance that either FATP or Avanseus will achieve its expectations.
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No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of FATP or Avanseus, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom.
Contact:
investor@fatprojects.com
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