AFARU Aura 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): July 10, 2024

 

Aura FAT Projects Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

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:

 

	☒	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		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 10, 2024, at 8:00 a.m. ET, the Company held a virtual extraordinary general meeting of its shareholders at https://www.cstproxy.com/aurafatprojects/2024, pursuant to due notice (such meeting, the “Extraordinary General Meeting”) in that certain Proxy Statement on Schedule 14(a) filed on June 21, 2024 (as supplemented, the “Proxy Statement”). At the Extraordinary General Meeting, the Company shareholders entitled to vote at the Extraordinary General Meeting (the “Shareholders”) cast their votes and approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No. 2 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow the Company to extend beyond July 18, 2024 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 Extension Amendment Proposal (defined below) and the Founder Share 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 Second Amendment to the Second Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) with the Cayman Islands authorities. Following approval of the Extension Amendment Proposal and the Founder Share 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 Extraordinary General Meeting, the Shareholders approved the Extension Amendment Proposal and the Founder Share 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 extend beyond July 18, 2024 (the “Original Termination Date”) by up to 12, 1-month extensions through July 18, 2025 (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) $5,000, or (y) $0.02 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 Amendment Proposal”).

 

 

Moreover, pursuant to the Amended Charter, the holders of the Company’s Class B ordinary shares have the right to convert such Class B ordinary shares into Class A ordinary shares on a one-to-one basis at the election of such holders (the “Founder Share Amendment 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 May 28, 2024, the Company had 5,781,696 shares entitled to vote at the Extraordinary General Meeting. At the Extraordinary General 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 – 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
4,660,717		405,678		0		0

 

Proposal 2 – Founder Share Amendment Proposal

 

The Shareholders approved the Founder Share Amendment Proposal. The following is a tabulation of the voting results:

 

Ordinary Shares:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
4,845,644		220,751		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
4,840,645		225,750		0		0

 

 

Item 8.01.

Other Events.

 

Redemption of Shares

 

In connection with the voting on the Extension Amendment Proposal, the Founder Share Amendment Proposal, and the Trust Amendment Proposal at the Extraordinary General Meeting, holders of 2,728,914 shares of Class A ordinary shares exercised the right to redeem such shares for cash.

 

Item 9.01.

Exhibits.

 

Exhibit Number		Description of Exhibit
3.1		Second Amendment to the Second Amended and Restated Memorandum and Articles of Association.
10.1		Amendment No. 2 to Investment Management Trust Agreement.
99.1		Press Release dated July 16, 2024.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

 

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 duly authorized.

 

	Aura FAT Projects Acquisition Corp.
Date: July 16, 2024	By:	/s/ David Andrada
		David Andrada
		Co-Chief Executive Officer

 

 

Exhibit 3.1

 

SECOND AMENDMENT TO THE

SECOND AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION OF

AURA FAT PROJECTS ACQUISITION CORP

ADOPTED BY SPECIAL RESOLUTION ON JULY 10, 2024

 

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 and later amended by Special Resolution on 17 July 2022. (the “Second A&R Mem & Arts”).
2.	This second amendment amends the Second A&R Mem & Arts (the “Second Amendment”).
3.	This Second 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 10, 2024 at which a quorum of the Company’s shareholders was present.
4.	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:

 

	(x)	$5,000; or
	(y)	$0.02 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.”

 

5.

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.”

 

6.

The text of Article 13 is hereby deleted and replaced with “Intentionally Omitted”.

 

IN WITNESS WHEREOF, Aura FAT Projects Acquisition Corp has caused this Second 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 10, 2024.

 

	AURA FAT PROJECTS ACQUISITION CORP
	By:	/s/ David Andrada
	Name:	David Andrada
	Title:	Co-Chief Executive Officer

 

 

Exhibit 10.1

 

SECOND AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Second Amendment (this “Amendment”), dated July 10, 2024, to the Trust Agreement between Aura FAT Projects Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined 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 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 an extraordinary general meeting of the Company held on July 10, 2024, the Company’s shareholders 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, 2024 to not later than July 18, 2025 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 fifth recital in the Trust Agreement is deleted and replaced as follows:

 

“WHEREAS, if a Business Combination is not consummated by July 18, 2024, the Company may extend the time to consummate a Business Combination by twelve (12) one-month (1-month) periods (each, an “Extension”), by depositing the lesser of: (x) $5,000, or (y) $0.02 per share per Extension into the Trust Account before the 18^th day of each applicable month (each, a “Deadline”), as applicable, in exchange for which they will receive promissory notes; 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. An 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 executed this Amendment as of the date 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 16, 2024 — Aura FAT Projects Acquisition Corp (NASDAQ: AFARU, AFAR, AFARW), a Cayman Islands exempted company limited by shares, with company registration number (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, 2024 to July 18, 2025 in exchange for depositing into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust Company (“Continental”) the lesser of $5,000 or $0.02 per share for each public share outstanding.

 

At a virtual extraordinary 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 the business combination (the “Business Combination”) with 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 Charter Amendment also provides for the right of the holders of Company Class B ordinary shares to convert such Company Class B ordinary shares into Company Class A ordinary shares on a one-to-one basis at the election of such holders.

 

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 $31,570,184. Holders of 2,728,914 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 Amendment No. 1 to Form F-4 filed on September 13, 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 to reflect any change in the Company’s expectations 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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