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 14,
2023
Fat
Projects Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-40755 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
27
Bukit Manis Road
Singapore |
|
099892 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(65)
8590-2056
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K 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 Share, par value $0.0001 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.
On
July 14, 2023, Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 374480
(“FATP”), and Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares, with company registration
number 201526265R (“Avanseus”), entered into a Third Amendment to Business Combination Agreement (the “Third
BCA Amendment”) to amend the previously announced Business Combination Agreement dated August 26, 2022, by and among FATP
and Avanseus, as previously amended by the First Amendment to Business Combination Agreement dated October 3, 2022 and the Second Amendment
to Business Combination Agreement dated February 14, 2023 (the “Original Business Combination Agreement” and
as amended by the Third BCA Amendment, the “Business Combination Agreement”).
The
Business Combination Agreement 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
Third BCA Amendment amends the Original Business Combination Agreement to extend the Agreement End Date, which is the date that either
FATP or Avanseus may terminate the Business Combination Agreement without cause (provided that the terminating party is not itself in
material breach of the Business Combination Agreement), from July 15, 2023 to January 15, 2024.
The
foregoing description of the BCA Amendment is subject to and qualified in its entirety by reference to the full text of the BCA Amendment,
a copy of which is attached as Exhibit 2.1.3 hereto. The Business Combination Agreement provides investors with information regarding
its terms and is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the
representations and warranties contained in the Business Combination Agreement were made as of the execution date of the Business Combination
Agreement only and are qualified by information in confidential disclosure schedules provided by the parties in connection with the signing
of the Business Combination Agreement. These disclosure schedules contain information that modifies, qualifies, and creates exceptions
to the representations and warranties set forth in the Business Combination Agreement, which, while they may be material to the parties
to the Business Combination Agreement, FATP believes are not material to investors’ understanding of such representations and warranties.
Moreover, certain representations and warranties in the Business Combination Agreement may have been used for the purpose of allocating
risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties
in the Business Combination Agreement as characterizations of the actual statements of fact about the parties.
Additional
Information and Where to Find It
This
Current Report 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.
4 to Registration Statement on Form S-4 (Commission file number 333-267741) with the SEC on May 11, 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 and FATP’s Quarterly Report for the fiscal
quarter ended March 31, 2023, which was filed with the SEC on May 22, 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
Current Report 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 raise sufficient funds through the Definitive Financing Agreements (as defined
in the Second Amendment to Business Combination Agreement dated February 14, 2023), (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.
No
Offer or Solicitation
This
Current Report 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.
Item
9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
FAT
PROJECTS ACQUISITION CORP |
| |
|
| |
By: |
/s/ David Andrada |
| |
Name: |
David Andrada |
| |
Title: |
Co-Chief Executive Officer and Chief Financial Officer |
Date:
July 17, 2023
Exhibit 2.1.3
THIRD
AMENDMENT TO
BUSINESS
COMBINATION AGREEMENT
This
Third Amendment to Business Combination Agreement, dated as of July 14, 2023 (this “Amendment”), is made
and entered into by and among Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company
registration number 374480 (“Acquiror”) and Avanseus Holdings Pte. Ltd., a Singapore private company limited
by shares, with company registration number 201526265R (the “Company”).
WHEREAS,
Acquiror and the Company are parties to that certain Business Combination Agreement dated as of August 26, 2022 as amended by the First
Amendment to Business Combination Agreement dated October 3, 2022 and the Second Amendment to Business Combination Agreement dated February
14, 2023 (collectively, the “Original Agreement”), and Acquiror and the Company desire to amend the Original Agreement
as set forth below;
NOW
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in
this Agreement and intending to be legally bound hereby, Acquiror and the Company agree as follows:
| 1. | Extension
of Agreement End Date to January 15, 2024. Clause (ii) of Section 12.1(e) of the
Original Agreement is hereby deleted and replaced in its entirety with the following new
clause (ii): |
(ii)
the Closing has not occurred on or before January 15, 2024 (the “Agreement End Date”), unless Acquiror is in material
breach of this Agreement.
| 2. | No
other Amendments. The Original Agreement remains in full force and effect and is
unamended except as explicitly set forth in this Amendment. |
| 3. | Governing
Law. This Amendment shall be deemed to have been executed and to be performed within
the State of New York, and all claims or causes of action based upon, arising out of, or
related to this Amendment or the transactions contemplated hereby, shall be governed by,
and construed in accordance with, the Laws of the State of New York, without giving effect
to principles or rules of conflict of Laws to the extent such principles or rules would require
or permit the application of Laws of another jurisdiction. |
| 4. | Counterparts;
Electronic Execution. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument. The words “execution,” “execute,” “signed,”
“signature,” and words of like import in or related to this Amendment (including,
without limitation, any related amendments, waivers and consents) shall be deemed to include
electronic signatures, the electronic matching of assignment terms and contract formations
on electronic platforms complying with applicable Law, or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions
Act, the New York State Electronic Signatures and Records Act, or any other similar state
laws based on the Uniform Electronic Transactions Act. |
Signatures
on following page.
IN
WITNESS WHEREOF the parties have hereunto caused this Amendment to be duly executed as of the date first above written.
| |
FAT PROJECTS ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ David Andrada |
| |
Name: |
David Andrada |
| |
Title: |
Co-Chief Executive Officer |
| |
|
|
| |
AVANSEUS HOLDINGS PTE. LTD. |
| |
|
|
| |
By: |
/s/ Bhargab Mitra |
| |
Name: |
Bhargab Mitra |
| |
Title: |
Chief Executive Office |
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