FATPU Fat Projects Acquisition Corporation

 

 

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): November 11, 2023

 

Fat Projects Acquisition Corp
(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-40755		00-0000000N/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. ☐

 

 

 

Explanatory Note

 

This Current Report on Form 8-K is filed by Fat Projects Acquisition Corp, a Cayman Islands corporation (Nasdaq: FATPU, FATP, FATPW), referred to herein as “FATP” or the “Company” to report the following events ss described in more detail below:

 

1.

On Sunday, November 12, 2023, Avanseus Holdings Pte. Ltd. (“Avanseus”) informed FATP of circumstances and developments that FATP determined constituted a material adverse effect on Avanseus and that will make Avanseus unable to satisfy the related condition to FATP’s obligation to close the transactions in the Business Combination Agreement between the companies.

 

2.

Four of the Company’s non-management directors and its president and chief operating officer have tendered their resignations;

 

3.

On Tuesday, November 14, 2023, FATP gave Avanseus notice that FATP was terminating their Business Combination Agreement, effective immediately, because of the material adverse effect on Avanseus; and

 

4.

On Wednesday, November 15, 2023, the Company did not make the payment required to extend the deadline to complete its initial business combination; therefore, the Company is required to dissolve and liquidate in accordance with the provisions of its Amended and Restated Memorandum and Articles of Association, as amended (the “Charter”).

 

Item 1.02

Termination of a Material Definitive Agreement.

 

On Monday, November 13, 2023, FATP notified Avanseus that FATP was terminating the Business Combination Agreement dated August 26, 2023, as amended (the “Business Combination Agreement”), by and between FATP and Avanseus and delivered a formal notice of termination the following day. FATP terminated the Business Combination Agreement because FATP determined that a material adverse effect on Avanseus’ financial condition and results of operations had occurred as a result of steady material deterioration in Avanseus’ business and revenues since the execution of the Business Combination Agreement and because Avanseus’ most recent update to FATP indicated to FATP that Avanseus was unlikely to be able to materially reverse the deterioration in the foreseeable future.

 

As first disclosed in a Current Report on Form 8-K filed with the Commission on September 1, 2022, the Business Combination Agreement had contemplated the acquisition by FATP of all of Avanseus’ outstanding ordinary shares in exchange for newly-issued FATP Class A ordinary shares in a transaction registered with the Commission on Form S-4 making Avanseus a wholly-owned subsidiary of FATP.

 

A copy of FATP’s notice of termination to Avanseus is attached as Exhibit 10.1 and incorporated herein by reference.

 

On November 17, 2023, the Company issued a press release announcing the termination of the Business Combination Agreement and the liquidation described in Item 8.01 below. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 11, 2023, the Company’s non-management directors Abel Martins Alexandre, Christina Wyer and Stanton Sugarman each gave written notice to the Company of his or her resignation from the Company’s board of directors, effective immediately. None of them stated a reason for his or her resignation. Mr. Alexandre served as the chair and Mr. Sugarman served as a member of the audit committee of the Company’s board of directors. Ms. Wyer served as the chair of the compensation committee of the Company’s board of directors.

 

Also on November 11, 2023, Nils Michaelis gave written notice to the Company of his resignation from the positions of President, Chief Operating Officer and Head of Mergers and Acquisitions of the Company, effective immediately. He did not state a reason for his resignation. Mr. Michaelis is also a director of the Company but did not resign from the Company’s board of directors.

 

On November 14, 2023, the Company’s non-management director Samir Addamine gave written notice to the Company of his resignation from the Company’s board of directors, effective immediately. He did not state a reason for his resignation. Mr. Addamine served as a member of the audit committee of the Company’s board of directors.

 

The remaining directors of the Company are Tristan Lo, the Company’s Co-Chief Executive Officer, David Andrada, the Company’s Co-Chief Executive Officer and Chief Financial Officer, and Alex Bono, a non-management director.

 

 

Item 8.01

Other Events.

 

The Company’s Charter requires the Company to complete its initial business combination by November 15, 2023 unless the Company obtains up to two remaining 1-month extensions of that deadline to January 15, 2024 by depositing on or prior to the then-current deadline $24,279.65 into the Company’s trust account with Continental Stock Transfer and Trust Company (the “Trust Account”) for each 1-month extension. The Company did not make the required deposit by November 15, 2023 for the extension of the deadline to December 15, 2023; therefore, the Company’s Charter required the Company to, and the Company will:

 

(i)

cease all operations as of November 15, 2023 except for the purpose of winding up the Company’s business;

 

(ii)

as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Company’s publicly held Class A ordinary shares (the “Public Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account 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 directors, liquidate and dissolve;

 

subject in the case of items (ii) and (iii) above, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

 

The per-share redemption price for the Public Shares will be approximately $10.96 (the “Redemption Amount”). The balance of the Trust Account as of November 15, 2023 was approximately $5.4 million. In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.

 

As of the close of business on November 15, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

 

The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

Our initial shareholders, including the Company’s Sponsor, have agreed to waive their redemption rights with respect to the Company’s Class B ordinary shares. After November 15, 2023, the Company shall cease all operations except for those required to wind up its business.

 

The Company expects that the Nasdaq Stock Market will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

On November 17, 2023, the Company issued a press release announcing its termination of the Business Combination Agreement and the liquidation described in this Item 8.01. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

 

 

Item 9.01.

Exhibits.

 

Exhibit Number		Description of Exhibit
10.1		FATP Notice of Termination to Avanseus Holdings Pte. Ltd. dated November 14, 2023.
99.1		Press Release dated November 17, 2023.
104		Cover Page Interactive Data File (embedded with the Inline XRBL document).

 

 

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/ Tristan Lo
	Name:	Tristan Lo
	Title:	Co-Chief Executive Officer

 

Date: November 17, 2023

 

 

Exhibit 10.1

 

Fat Projects Acquisition Corp

27 Bukit Manis Road

Singapore 099892

 

November 14, 2023

 

By electronic mail:

Avanseus Holdings Pte. Ltd.

230 Victoria Street, #15-01/08

Bugis Junction

Singapore 188024

Attention:

Bhargab Mitra

MeiLan Ng

Email:

bhargab.mitra@avanseus.com

Meilan.ng@avanseus.com

 

RE:

Termination of Business Combination Agreement dated August 26, 2022, as amended (the “BCA”), by and between Fat Projects Acquisition Corp (“FATP”) and Avanseus Holdings Pte. Ltd. (“Avanseus”)

 

Dear Bhargab and MeiLan:

 

We hereby inform you on behalf of FATP, that FATP is hereby terminating the BCA, effective immediately, in accordance with the provisions of Section 12.1(e)(i) thereof. Capitalized terms not otherwise defined in this notice have the meanings ascribed to them in the BCA, and section references in this notice are references to sections of the BCA.

 

Since the date the original BCA was signed, Avanseus has failed to generate sufficient revenues to grow its business operations or even maintain them at the level contemplated when the BCA was signed. We understand that Avanseus will not produce any material revenues at all in the entire 2023 calendar year and cannot guaranty it will obtain any of the new contracts it is currently negotiating in its business development pipeline. Further, you have advised us that Avanseus is simply not ready to be a public company and that its solvency is rapidly deteriorating.

 

These circumstances and others constitute a Company Material Adverse Effect that will make Avanseus unable to satisfy the condition to FATP’s obligation to consummate the Transactions in Section 11.2(a)(ii) that the Company Fundamental Representation in Section 5.24 that there has been no Company Material Adverse Effect since the date of Avanseus’ Audited Financial Statements (as of and for the years ended December 31, 2021 and December 31, 2020) will remain true and correct in all material respects as of the Closing Date. FATP reserves the right to terminate the BCA on additional grounds as well.

 

 

Personally, we regret that it has become necessary for FATP to terminate the BCA. We admire you and your business and have very much enjoyed working with you, and we wish Avanseus and you all the very best in the future.

 

Sincerely,

 

FAT PROJECTS ACQUISITION CORP

 

By:	/s/ Tristan Lo
	Tristan Lo
	Co-Chief Executive Officer

 

By:	/s/ David Andrada
	David Andrada
	Co-Chief Executive Officer

 

CC:

Rachel Eng (rachel.eng@mail.engandcollc.com)

Andrew Heng (andrew.heng@mail.engandcollc.com)

Joseph Lucosky (jlucosky@lucbro.com)

Scott Rapfogel (srapfogel@lucbro.com)

Chris Haunschild (chaunschild@lucbro.com)

Andrew M. Tucker (andy.tucker@nelsonmullins.com)

Eric K. Graben (eric.graben@nelsonmullins.com)

 

 

Exhibit 99.1

 

Fat Projects Acquisition Corp Announces

Termination of Business Combination Agreement with Avanseus and Subsequent Liquidation

 

Singapore – November 17, 2023 — Fat Projects Acquisition Corp (NASDAQ: FATPU, FATP, FATPW) (“FATP” or the “Company”), a special purpose acquisition company, announced that it has terminated its Business Combination Agreement with Avanseus Holdings Pte. Ltd. (“Avanseus”) and that it did not extend the deadline to complete its initial business combination to November 15, 2023 therefore it will dissolve and liquidate. Four of its non-management directors and its president and chief operating officer have resigned.

 

Termination of Business Combination Agreement with Avanseus

 

On Monday, November 13, 2023, FATP notified Avanseus that FATP was terminating the Business Combination Agreement dated August 26, 2023, as amended (the “Business Combination Agreement”), by and between FATP and Avanseus and delivered a formal notice of termination the following day. FATP terminated the Business Combination Agreement because FATP determined that a material adverse effect on Avanseus’ financial condition and results of operations had occurred as a result of steady material deterioration in Avanseus’ business and revenues since the execution of the Business Combination Agreement and because Avanseus’ most recent update to FATP indicated to FATP that Avanseus was unlikely to be able to materially reverse the deterioration in the foreseeable future. The Business Combination Agreement had contemplated the acquisition by FATP of all of Avanseus’ outstanding ordinary shares in exchange for newly-issued FATP Class A ordinary shares in a transaction registered with the U.S. Securities and Exchange Commission on Form S-4 making Avanseus a wholly-owned subsidiary of FATP.

 

Dissolution and Liquidation of the Company

 

The Company’s Charter requires the Company to complete its initial business combination by November 15, 2023 unless the Company obtains up to two remaining 1-month extensions of that deadline to January 15, 2024 by depositing on or prior to the then-current deadline $24,279.65 into the Company’s trust account with Continental Stock Transfer and Trust Company (the “Trust Account”) for each 1-month extension. The Company did not make the required deposit by November 15, 2023 for the extension of the deadline to December 15, 2023; therefore, the Company’s Charter required the Company to, and the Company will:

 

(i)

cease all operations as of November 15, 2023 except for the purpose of winding up the Company’s business;

 

(ii)

as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Company’s publicly held Class A ordinary shares (the “Public Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account 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 directors, liquidate and dissolve;

 

subject in the case of items (ii) and (iii) above, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

 

The per-share redemption price for the Public Shares will be approximately $10.96 (the “Redemption Amount”). The balance of the Trust Account as of November 15, 2023 was approximately $5.4 million . In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.

 

As of the close of business on November 15, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

 

 

The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

Our initial shareholders, including the Company’s Sponsor, have agreed to waive their redemption rights with respect to the Company’s Class B ordinary shares. After November 15, 2023, the Company shall cease all operations except for those required to wind up its business.

 

The Company expects that the Nasdaq Stock Market will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

Resignations of Directors and President

 

The Company’s non-management directors Abel Martins Alexandre, Christina Wyer, Samir Addamine and Stanton Sugarman each gave written notice to the Company of his or her resignation from the Company’s board of directors, effective immediately. None of them stated a reason for his or her resignation. Mr. Alexandre served as the chair and Mr. Sugarman and Mr. Addamine served as members of the audit committee of the Company’s board of directors. Ms. Wyer served as the chair of the compensation committee of the Company’s board of directors.

 

Nils Michaelis also gave written notice to the Company of his resignation from the positions of President, Chief Operating Officer and Head of Mergers and Acquisitions of the Company, effective immediately. He did not state a reason for his resignation.

 

The remaining directors of the Company are Tristan Lo, the Company’s Co-Chief Executive Officer, David Andrada, the Company’s Co-Chief Executive Officer and Chief Financial Officer, and Alex Bono, a non-management director.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of, and elsewhere in, the Company’s registration statement on Form S-1 (Registration No. 333-257126), as amended, initially filed with the Commission on June 16, 2021, relating to its initial public offering, the Company’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, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, which was filed with the SEC on August 21, 2023., and other documents filed by the Company 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 the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Contact:

 

investor@fatprojects.com

 

v3.23.3

Cover	Nov. 11, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 11, 2023
Entity File Number	001-40755
Entity Registrant Name	Fat Projects Acquisition Corp
Entity Central Index Key	0001865045
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	27 Bukit Manis Road
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	099892
City Area Code	(65)
Local Phone Number	8590-2056
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share and One Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and One Redeemable Warrant
Trading Symbol	FATPU
Security Exchange Name	NASDAQ
Class A Ordinary Share, par value $0.0001 per share
Title of 12(b) Security	Class A Ordinary Share, par value $0.0001 per share
Trading Symbol	FATP
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	FATPW
Security Exchange Name	NASDAQ

---