Item 1.01. Entry into a Material Definitive Agreement.
Amendment of Trust Agreement
On October 15, 2021, Fat Projects Acquisition Corp, a Cayman Islands exempted
company (the "Company"), consummated its initial public offering (the
"Offering"). In connection therewith, the Company entered into an Investment
Management Trust Agreement, dated October 12, 2021 (the "Trust Agreement"), by
and between the Company and Continental Stock Transfer & Trust Company, as
trustee ("Continental"). The form of the Trust Agreement was initially filed as
an exhibit to the Company's Registration Statement on Form S-1 (File No.
333-257126) for the Offering. The Trust Agreement was amended by Amendment No. 1
to Investment Management Trust Agreement dated January 13, 2023 by and between
the Company and Continental, the form of which was filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K/A filed with the Commission on January 17,
2023.
On April 14, 2023, at 8:00 a.m. ET, the Company held a virtual special meeting
of its shareholders at https://www.cstproxy.com/fatprojects/2023, pursuant to
due notice. At the special meeting, Company shareholders entitle to vote at the
special meeting cast their votes and approved the Trust Amendment Proposal,
which authorized the Company to enter into Amendment No. 2 to Investment
Management Trust Agreement with Continental (the "Trust Agreement Amendment").
The Company and Continental promptly entered into the Trust Agreement Amendment
pursuant to which the Trust Agreement was amended to allow the Company to extend
the date on which Continental must liquidate the Trust Account (the "Trust
Account") established in connection with the IPO if the Company has not
completed its initial business combination, from April 15, 2023 to January 15,
2024 (or such earlier date after April 15, 2023, as determined by the Company's
Board).
The foregoing summary is qualified by the full text of the Trust Agreement
Amendment, which is included as Exhibit 10.1 hereto and incorporated herein by
reference
Item 3.03. Material Modification to Rights of Security Holders.
Amendment of Memorandum and Articles of Association
As described in Item 5.03 below, the shareholders of the Company approved the
Second Amendment to the Amended and Restated Memorandum and Articles of
Association of the Company at the April 14, 2023, special meeting, and the
Company subsequently filed the Second Amendment to the Amended and Restated
Memorandum and Articles of Association with Cayman Islands authorities.
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Item 5.03. Articles of Incorporation or Bylaws.
The shareholders of the Company approved the Second Amendment to the Amended and
Restated Memorandum and Articles of Association of the Company at the April 14,
2023, special meeting, giving the Company the right to extend the date by which
the Company must (i) consummate a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination
involving the Company and one or more businesses (a "business combination") or
else (ii) cease its operations if it fails to complete such business
combination, and redeem or repurchase 100% of the Company's Class A Ordinary
Shares included as part of the units sold in the Company's initial public
offering that closed on October 15, 2021 (the "IPO") from April 15, 2023 (the
"Termination Date") by up to nine (9) one-month extensions to January 15, 2024
(each of which we refer to as an "Extension", and such later date, the "Extended
Deadline") provided that (i) the Company or its Sponsor (or any of either of
their affiliates or permitted designees) will deposit on or prior to (i) in case
of the first such extension, the deadline for the Company to consummate a
Business Combination prior to such extension, or the next business day if such
deadline is not a business day, and (ii) for each subsequent extension, the last
day of the immediately preceding extension for each such extension, or the next
business day if such last day is not a business day (each a "Deadline Date")
into the Trust Account the lesser of (x) $50,000 or (y) $0.05 per share for each
Public Share outstanding as of the applicable Deadline Date for each such
one-month extension until January 15, 2024 unless the closing of the Company's
initial business combination shall have occurred (the "Extension Payment") in
exchange for a non-interest bearing, unsecured promissory note payable upon
consummation of a business combination, which notes may be convertible at the
option of the holder at any time after the consummation of the Company's Initial
Business Combination into warrants that are identical to the placement warrants
(as defined in the registration statement) at a conversion price of $1.00 per
warrant, and (ii) the procedures relating to any such extension, as set forth in
the Trust Agreement, shall have been complied with (the "Extension Amendment
Proposal").
Following receipt of shareholder approval of the Extension Amendment Proposal,
the Company filed the Second Amendment to the Amended and Restated Memorandum
and Articles of Association with Cayman Islands authorities. The foregoing
summary is qualified by the full text of the Second Amendment to the Amended and
Restated Memorandum and Articles of Association, which is included as Exhibit
3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 14, 2023, at 8:00 a.m. ET, the Company held a virtual special meeting
of its shareholders at https://www.cstproxy.com/fatprojects/2023, pursuant to
due notice. On the record date of March 17, 2023, the Company had 8,431,738
ordinary shares outstanding and entitled to vote at the special meeting. At the
special meeting, holders of the Company's ordinary shares (the "Shareholders")
voted on two of the three proposals presented, each as described in the proxy
statement/prospectus dated March 28, 2023, and cast their votes as described
below:
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Proposal 1 - Extension Amendment Proposal
The Shareholders approved the Extension Amendment Proposal, giving the Company
the right to extend the date by which the Company must (i) consummate a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination involving the Company and one or more businesses (a
"business combination") or else (ii) cease its operations if it fails to
complete such business combination and redeem or repurchase 100% of the
Company's Class A Ordinary Shares included as part of the units sold in the
Company's initial public offering that closed on October 15, 2021 (the "IPO")
from April 15, 2023 (the "Termination Date") by up to nine (9) one-month
extensions to January 15, 2024 (each of which we refer to as an "Extension", and
such later date, the "Extended Deadline") provided that (i) the Company or its
Sponsor (or any of either of their affiliates or permitted designees) will
deposit on or prior to (i) in case of the first such extension, the deadline for
the Company to consummate a Business Combination prior to such extension, or the
next business day if such deadline is not a business day, and (ii) for each
subsequent extension, the last day of the immediately preceding extension for
each such extension, or the next business day if such last day is not a business
day (each a "Deadline Date") into the Trust Account the lesser of (x) $50,000 or
(y) $0.05 per share for each Public Share outstanding as of the applicable
Deadline Date for each such one-month extension until January 15, 2024 unless
the closing of the Company's initial business combination shall have occurred
(the "Extension Payment") in exchange for a non-interest bearing, unsecured
promissory note payable upon consummation of a business combination, which notes
may be convertible at the option of the holder at any time after the
consummation of the Company's Initial Business Combination into warrants that
are identical to the placement warrants (as defined in the registration
statement) at a conversion price of $1.00 per warrant, and (ii) the procedures
relating to any such extension, as set forth in the Trust Agreement, shall have
been complied with. The following is a tabulation of the voting results:
Ordinary Shares:
Votes For Votes Against Abstentions Broker Non-Votes
5,901,894 (70.00%) 1,194,862 (14.17%) -
-
Proposal 2 - Trust Amendment Proposal
The Shareholders approved the Trust Amendment Proposal, pursuant to which the
Investment Management Trust Agreement (the "Trust Agreement"), dated October 12,
2021, as amended by Amendment No. 1 thereto dated January 13, 2023, by and
between the Company and Continental Stock Transfer & Trust Company, as trustee
("Continental"), was amended to extend the date on which Continental must
liquidate the Trust Account (the "Trust Account") established in connection with
the IPO if the Company has not completed its initial business combination, from
April 15, 2023 to January 15, 2024 (or such earlier date after April 15, 2023,
as determined by the Company's Board). The following is a tabulation of the
voting results:
Ordinary Shares:
Votes For Votes Against Abstentions Broker Non-Votes
5,901,894 (70.00%) 1,194,862 (14.17%) - -
Proposal 3 - Adjournment Proposal
The third proposal to adjourn the Shareholder Meeting (the "Adjournment
Proposal"), was not presented at the Shareholders Meeting since the Extension
Amendment Proposal and the Trust Amendment Proposal received sufficient
favorable votes to be adopted.
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Item 8.01. Other Events.
Redemption of Shares
In connection with the voting on the Extension Amendment Proposal and the Trust
Amendment Proposal at the special meeting, holders of 4,956,145 shares of Class
A Ordinary Shares exercised their right to redeem those shares for cash.
Announcement of Intention to Fund First Extension
Also in connection with approval of the Extension Amendment Proposal and the
Trust Amendment Proposal, the Company has announced its intention to obtain the
first 1-month extension to the Termination Date, which extends the Company's
deadline to complete its initial business combination from April 15, 2023 to
May 15, 2023 and which will give the Company additional time to complete its
previously announced proposed business combination with Avanseus Holdings Pte.
Ltd. This will require the Company to deposit $0.05 per share for each Public
Share outstanding after giving effect to the redemptions disclosed above, or
approximately $24,279, into the Trust Account by Monday, April 17, 2023.
Item 9.01. Exhibits.
Exhibit
Number Description of Exhibit
3.1 Second Amendment to the Amended and Restated Memorandum and Articles
of Association.
10.1 Amendment No. 2 to Investment Management Trust Agreement dated
April 14, 2023 by and between the Company and Continental Stock Transfer
and Trust Company.
99.1 Press Release.
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FAT PROJECTS ACQUISITION CORP 