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): July 17, 2023
Aura
FAT Projects Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| Cayman
Islands |
|
001-901886 |
|
N/A |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1
Phillip Steet, #09-00, Royal One Phillip
Singapore,
048692
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code +65-3135-1511
N/A
(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:
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☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
|
AFARU |
|
The Nasdaq Stock Market
LLC |
| Class A Ordinary Share, $0.0001 par value per share
|
|
AFAR |
|
The Nasdaq Stock Market
LLC |
| Redeemable Warrants, each warrant exercisable for one
Class A Ordinary Share at an exercise price of $11.50 per share |
|
AFARW |
|
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
Aura
FAT Projects Acquisition Corp., a Cayman Islands exempted company limited by shares, with company registration number 384483 (the “Company”),
entered into an Investment Management Trust Agreement, dated April 12, 2022 (the “Trust Agreement”), by and between
the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), which was initially filed as
an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-263717) in connection with its initial public offering
on April 18, 2022 (the “IPO”).
On
July 17, 2023, at 8:00 a.m. ET, the Company held a virtual special meeting of its shareholders at https://www.cstproxy.com/aurafatprojects/2023,
pursuant to due notice (such meeting, the “Special Meeting”) in that certain Proxy Statement on Schedule 14(a) filed
June 26, 2023 (as amended, the “Proxy Statement”). At the Special Meeting, the Company shareholders entitled to vote
at the Special Meeting (the “Shareholders”) cast their votes and approved the proposal (the “Trust Amendment Proposal”)
to authorize the Company to enter into Amendment No. 1 to the Trust Agreement (the “Trust Agreement Amendment”) to amend
the Trust Agreement to allow the Company to extend beyond July 18, 2023 the date by which either the Company must have completed
its initial business combination or Continental must liquidate the Trust Account established in connection with the IPO (the “Trust
Account”). Following approval of the Trust Amendment Proposal by the Shareholders, the Company and Continental promptly entered
into the Trust Agreement Amendment.
The
foregoing summary is qualified by the full text of the Trust Agreement Amendment, which is included as Exhibit 10.1.
| Item 3.03. |
Material Modification
to Rights of Security Holders. |
Amendment
of Memorandum and Articles of Association
As
described in more detail in Item 5.03, the Shareholders approved the NTA Proposal (defined below) and the Extension Amendment Proposal
(defined below) to amend the Second Amended and Restated Memorandum and Articles of Association (the “Charter”) and authorized
the Company to file the First Amendment to the Second Amended and Restated Memorandum and Articles of Association (the “Amended
Charter”) with the Cayman Islands authorities. Following approval of the NTA Proposal and the Extension Amendment Proposal by the
Shareholders, the Company promptly filed the Amended Charter with the Cayman Islands authorities.
The
foregoing summary is qualified by the full text of the Amended Charter, which is included as Exhibit 3.1.
| Item 5.03. |
Articles of Incorporation
or Bylaws. |
At
the Special Meeting, the Shareholders approved the NTA Proposal and the Extension Amendment Proposal for the Company to adopt and file
with the Cayman Islands authorities the Amended Charter, which the Company promptly filed following the Shareholders’ approval.
Pursuant
to the Amended Charter, the Company has the right to eliminate the following limitations: (i) that the Company will only redeem offering
shares so long as (after such redemption), the Company’s net tangible assets (“NTA”) will be at least $5,000,001 or
any greater NTA or cash requirement that may be contained in the agreement relating to an initial business combination and after payment
of underwriters’ fees and commissions (the “Redemption Limitation”), (ii) that the Company shall not redeem offering
shares in connection with the consummation of a business combination if the Redemption Limitation is exceeded, and (iii) that the Company
shall not consummate a business combination pursuant to a tender offer if the Redemption Limitation is exceeded (the “NTA Proposal”).
Moreover,
pursuant to the Amended Charter, the Company has the right to extend beyond July 18, 2023 (the “Original Termination Date”)
by up to 12, 1-month extensions through July 18, 2024 (each of the 12, 1-month extensions, an “Extension”, and each
such extended date a “Deadline Date”) 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 (ii) cease its operations if and redeem or repurchase 100% of the Company’s Class A ordinary
shares included as part of the units sold in the IPO. In connection with each Extension, the Company or Aura FAT Projects Capital LLC
(the “Sponsor”) (or its affiliates or permitted designees) is required to deposit into the Trust Account the lesser of (x)
$50,000, or (y) $0.045 per share for each public share outstanding as of the applicable Deadline Date, and (ii) the procedures relating
to any such extension, as set forth in the Trust Agreement, shall have been complied with (the “Extension Amended Proposal”).
The
foregoing summary is qualified by the full text of the Amended Charter, which is included as Exhibit 3.1.
| Item 5.07. |
Submission of Matters
to a Vote of Security Holders. |
On
the record date of June 8, 2023, the Company had 14,490,000 shares entitled to vote at the Special Meeting. At the Special Meeting,
the Shareholders voted on three of four proposals presented, each as described in the Proxy Statement, and cast their votes as described
below:
Proposal
1 – The NTA Proposal
The
Shareholders approved the NTA Proposal. The following is a tabulation of the voting results:
Ordinary
Shares:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes | |
| 11,560,310 | |
1,099,705 | |
0 | |
0 | |
Proposal
2 – Extension Amendment Proposal
The
Shareholders approved the Extension Amendment Proposal. The following is a tabulation of the voting results:
Ordinary
Shares:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes | |
| 11,560,310 | |
1,099,705 | |
0 | |
0 | |
Proposal
3 – Trust Amendment Proposal
The
Shareholders approved the Trust Amendment Proposal. The following is a tabulation of the voting results:
Ordinary
Shares:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes | |
| 11,560,310 | |
1,099,705 | |
0 | |
0 | |
Redemption
of Shares
In connection with the voting
on the NTA Proposal, the Extension Amendment Proposal, and the Trust Amendment Proposal at the Special Meeting, holders of 8,708,304 shares
of Class A ordinary shares exercised the right to redeem such shares for cash.
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.
| |
Aura FAT
Projects Acquisition Corp. |
| |
|
|
| Date: July 17, 2023 |
By: |
/s/
David Andrada |
| |
|
David Andrada |
| |
|
Co-Chief Executive Officer |
Exhibit
3.1
FIRST
AMENDMENT TO THE
SECOND
AMENDED AND RESTATED
MEMORANDUM
AND ARTICLES OF ASSOCIATION OF
AURA
FAT PROJECTS ACQUISITION CORP
ADOPTED
BY SPECIAL RESOLUTION ON JULY 17, 2023
AURA
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 Aura Fat Projects Acquisition Corp. The Company’s original memorandum and articles of association were filed
with the General Registry of the Cayman Islands on 6 December 2021, the Company’s amended and restated memorandum and
articles of association were adopted by Special Resolution (as defined below) on 6 January 2022, and the Company’s second
amended and restated memorandum and articles of association were adopted by Special Resolution on 25 March 2022 (the “Second
A&R Mem & Arts”). |
|
2. |
This first
amendment amends the Second A&R Mem & Arts (the “First Amendment”). |
|
3. |
This First
Amendment was duly adopted by special resolution of the shareholders of the Company (the “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 general
meeting of the Company’s shareholders, held on July 17, 2023 at which a quorum of the Company’s shareholders was
present. |
|
4. |
The following
additional definition be inserted in Article 1: |
“Deadline
Date” shall have the meaning ascribed to it in Article 162.
| 5. |
The
text of Section (b) of Article 156 is hereby amended and restated to read in its entirety as follows: |
“156. (b) provided Shareholders
with the opportunity to have their Public Shares redeemed or repurchased by means of a tender offer for a per-Share repurchase price
payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated as of two business days prior to the consummation
of the Company’s initial Business Combination, including interest earned on the Trust Fund and not previously released to the Company
to pay taxes, if any, divided by the number of Public Shares then in issue.”
| 6. |
The
text of Article 159 is hereby amended and restated to read in its entirety as follows: |
“159.
At a general meeting called for the purposes of approving a Business Combination pursuant to these Articles, the Company shall be
authorised to consummate a Business Combination by Ordinary Resolution.”
| 7. |
The
text of Article 161 is hereby amended and restated to read in its entirety as follows: |
“161. The
Redemption Price shall be paid promptly following the consummation of the relevant Business Combination. If the proposed Business Combination
is not approved or completed for any reason then such redemptions shall be cancelled and share certificates (if any) returned to the
relevant Members as appropriate.”
|
8. |
The text
of Section (a) of Article 162 is hereby amended and restated to read in its entirety as follows: |
“162.
If the Company does not consummate a Business Combination within 15 months after the closing of the IPO, the Company may seek the Ordinary
Resolution of the Public Shareholders for any extension beyond 15 months 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 15-month
period. Alternatively, or in the event that there is an unsuccessful effort to obtain Public Shareholder approval for the proposed extension(s),
the Company may, but is not obligated to, extend the period in which the Company must complete the Initial Business Combination up to
twelve more times, each by an additional one month, for an aggregate of up to twelve 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:
| |
(y) |
$0.045
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 the Initial
Business Combination within such 15-month period (or up to 24-month period if the Company chooses to extend such period, as described
in more detail in the registration statement, or as extended by the Shareholders in accordance with these Articles), the Company shall:
| |
(a) |
cease
all operations except for the purpose of winding up; |
| |
(b) |
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 |
| |
|
|
| |
(c) |
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 Articles 162(b) and 162(c), 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.” |
|
9. |
The
text of Article 163 is hereby amended and restated to read in its entirety as follows: |
“163.
If any amendment is made to Article 162 that would modify the substance or timing of the Company’s obligation to provide holders
of the Class A Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination
or to redeem 100% of the Company’s Public Shares if the Company has not completed its initial Business Combination within the
timeframe set out in Article 162, or with respect to any other provision relating to the rights of holders of the Class A Shares
or pre-initial business combination activity, each holder of Public Shares shall be provided with the opportunity to redeem their
Public Shares upon the approval of any such amendment 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 its 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.”
IN
WITNESS WHEREOF, Aura Fat Projects Acquisition Corp has caused this First Amendment to the second 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 July 17,
2023.
| |
AURA
FAT PROJECTS ACQUISITION CORP |
| |
|
| |
By:
|
/s/
David Andrada |
| |
Name: |
David
Andrada |
| |
Title:
|
Co-Chief
Executive Officer |
Exhibit 10.1
FIRST
AMENDMENT
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
First Amendment (this “Amendment”), dated as of July 17, 2023, to the Trust Agreement (as defined below) is made by
and between Aura Fat Projects Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company,
as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the
Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of April 12, 2022 (the “Trust
Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account;
WHEREAS,
at a special meeting of the Company held on July 17, 2023, the Company’s stockholders approved (i) a proposal to amend the
Company’s second amended and restated memorandum and articles of association (the “Amended and Restated Certificate”)
extending the date by which the Company has to consummate a business combination from July 18, 2023 to not later than July 18,
2024 in a series of up to twelve (12) one-month extensions; and (ii) a proposal to amend the Trust Agreement requiring the Company to,
unless the Closing of the Company’s initial business combination shall have occurred, subject to the terms and conditions of the
Amended and Restated Certificate, and the Trust Agreement, and updating related defined terms; and
NOW
THEREFORE, IT IS AGREED:
1.
The following recital in the Trust Agreement shall be amended and restated in its entirety to read as follows:
“WHEREAS,
if a Business Combination is not consummated within the initial 15-month period following the closing of the Offering, the Company may
extend such period by twelve (12) one-month (1-month) periods (each, an “Extension”), up to a maximum of 24
months in the aggregate, by depositing $50,000, or $0.045 per share) per Extension into the Trust Account no later than the 15-month
anniversary of the Offering for the first Extension and the 1-month anniversary of the prior Extension for each subsequent Extension(each,
a “Deadline”), as applicable,; and”
2.
All other provisions of the Trust Agreement shall remain unaffected by the terms of this Amendment.
3.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures were upon the same instrument. A facsimile signature or electronic
signature shall be deemed to be an original signature for purposes of this Amendment.
4.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c)
of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby
ratified, intentionally waived and relinquished by all parties.
5.
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.
The
parties have duly executed this First Amendment to the Investment Management Trust Agreement as of the date first written above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
| By: |
/s/
Francis Wolf |
|
| Name:
|
Francis
Wolf |
|
| Title: |
Vice
President |
|
AURA
FAT PROJECTS ACQUISITION CORP
| By: |
/s/
David Andrada |
|
| Name:
|
David
Andrada |
|
| Title: |
Co-Chief
Executive Officer |
|
Exhibit
99.1
Aura
FAT Projects Acquisition Corp Announces Charter and Trust
Agreement Amendments and Extension of Deadline to Complete a
Business Combination
Singapore
- July 17, 2023 — Aura FAT Projects Acquisition Corp (NASDAQ: AFARU, AFAR, AFARW), a special purpose acquisition company
(the “Company”), announced today that its shareholders approved amendments to the Company’s charter and trust agreement
to change the structure and costs for obtaining extensions to the deadline to complete its initial business combination—making
available a series of 12, one-month extensions from July 18, 2023 to July 18, 2024 in exchange for depositing into its trust
account (the “Trust Account”) with Continental Stock Transfer and Trust Company (“Continental”) the lesser of
$50,000 or $0.045 per share for each Public Share outstanding into its trust account (the “Trust Account”) with Continental
Stock Transfer and Trust Company (“Continental”).
At
a virtual general meeting of shareholders held today, the Company’s shareholders approved amendments (the “Charter Amendment”)
to its Second Amended and Restated Memorandum and Articles of Association (its “Charter”) and to the Company’s Investment
Management Trust Agreement with Continental dated April 12, 2022 (the “Trust Agreement Amendment”). The Charter Amendment
and Trust Agreement Amendment provide the Company with additional time and a lower incremental and aggregate cost for to extend the time
available to complete its initial business combination (the “Business Combination”) by and among the Company, Allrites Holding
Pte Ltd., a Singapore private company limited by shares (“Allrites”), and Meta Gold Pte. Ltd., a Singapore exempt private
company limited by shares. At Closing, Allrites will become a wholly owned subsidiary of the Company, and the Company’s Class A
Ordinary Shares are expected to be listed on the NASDAQ Global Market. The amendments allow the Company to obtain up to 12, one-month
extensions by depositing into the Trust Account the lesser of $50,000 or $0.045 per share for each Public Share outstanding as of the
applicable deadline. The Charter Amendment also removes the $5,000,001 or greater threshold for net tangible asset (“NTA”)
and cash in connection with an initial business combination and the restrictions on redeeming offering shares in connection with the
consummation of a business combination or tender offer.
The Charter Amendment triggered
a right of the Company’s public shareholders to demand the redemption of their public shares out of funds held in the Trust Account
containing approximately $121,937,125. Holders of 8,708,304 public shares properly requested redemption.
The
Company will remain a reporting company under the Securities Exchange Act of 1934, and its units, Class A Ordinary Shares, and public
warrants will remain publicly traded. The Company will continue to work to consummate the Business Combination by the applicable extended
date under its Charter.
About
Aura FAT Acquisition Corp
Aura
FAT Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. While it will not be limited to a particular industry
or geographic region, the Company intends to focus its search on new emerging technology companies with an acute growth potential in
Southeast Asia and Australasia in sectors such as the Web 3.0, blockchain, cryptocurrency, digital ledger, e-gaming and other new financial
technology services sectors. The Company is led by its Co-Chief Executive Officer, David Andrada.
Forward
Looking Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that
are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements, including those set forth in the Risk Factors section of the Company’s proxy statement
filed on June 26, 2023, with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s
website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to
any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
Contact:
Aura
FAT Projects Acquisition Corp
1
Phillip Street, #09-00,
Royal
One Phillip, Singapore, 048692
Attn:
Telephone
No.: +65-3135-1511
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