FAT PROJECTS ACQUISITION CORP Item 1.01 Entry Into A Material Definitive Agreement.
On
The Business Combination Agreement and the transactions contemplated thereby
were approved by the boards of directors of each of FATP and Avanseus, subject
to the approval of FATP shareholders and save for the Subscription Agreements
which will be entered into upon completion of separate transactions entered into
by FATP and
The Business Combination
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 "
The Business Combination is expected to close in the first quarter of 2023, following the receipt of the required approval by FATP's shareholders and the fulfillment of other customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Business Combination Agreement,
(i) each issued and outstanding Avanseus Ordinary Share and Non-Voting Share will
be exchanged for 0.318496 newly issued FATP Class A Ordinary Shares, pursuant
to Share Exchange Agreements in the form attached to the Business Combination
Agreement as Exhibit A; and
(ii) each Avanseus restricted share award (a "Restricted Share Award")
outstanding immediately prior to the effective time of the Share Exchange
(the "Share Exchange Effective Time") that includes Avanseus Ordinary Shares
or Non-Voting Shares that will not be vested at closing ("Unvested Grant
Shares") shall be amended pursuant to an Unvested Restricted Share Amendment
in the form attached to the Business Combination as Exhibit F so that FATP
assumes and replaces Avanseus as the grantor of unvested shares and the
grantee becomes entitled to receive 0.318496 FATP Class A Ordinary Shares in
place of each unvested Avanseus share if and when vesting occurs.
As consideration for the Share Exchange, holders of outstanding Avanseus
Ordinary Shares and/or Non-Voting Shares (each, an "Avanseus Shareholder")
collectively shall be entitled to receive from FATP in the aggregate 9,350,307
FATP Class A Ordinary Shares, which are valued at
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Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and
covenants of each of the parties thereto that are customary for transactions of
this type. The parties have also agreed, among other things, that (i) the board
of directors of FATP will approve and adopt before the Registration Statement
(as defined below) becomes effective an Equity Incentive Plan in the form
attached to the Business Combination Agreement as Exhibit H (the "Incentive
Equity Plan") providing for the issuance of restricted share awards for up to
2,000,000 FATP Class A Ordinary Shares to the Chief Executive Officer, Chief
Financial Officer, Chief Technology Officer, Chief Product Officer, Chief
Operations Officer or Chief Delivery Officer, Chief Revenue Office and Chairman
or the equivalent of such roles in FATP after the consummation of the Business
Combination ("New Avanseus"); and (ii) immediately following the Share Exchange
Effective Time, the board of directors of FATP will be comprised of one FATP
continuing director selected by FATP, the Chairman and the Chief Executive
Officer of Avanseus as of immediately prior to the Share Exchange Effective Time
and four persons who constitute independent directors within the meaning of Rule
5605(a)(2) of the
Conditions to
The obligations of FATP and Avanseus to consummate the Business Combination are subject to certain closing conditions, including but not limited to:
(i) the Registration Statement having become effective;
(ii) the approval of the FATP shareholders of the transactions contemplated by
the Business Combination Agreement and the other transaction proposals
having been obtained;
(iii) all of Avanseus' shareholders irrevocably submitting a duly executed Share
Exchange Agreement and all of his, her or its original certificates for
Avanseus shares for exchange for FATP Class A Ordinary Shares and each
holder of an Avanseus Restricted Share Award that includes Unvested Grant
Shares submitting to FATP and Avanseus a duly executed Unvested Restricted
Share Amendment no later than the date of FATP's shareholders' meeting (and
all of the outstanding Avanseus Preference Shares having been previously
been converted into Avanseus Ordinary Shares);
(iv) FATP's filing, to the extent required, of a "Listing of Additional Shares
Notification Form" with Nasdaq with respect to the FATP Class A Ordinary
Shares to be issued in connection with the transaction;
(v) the accuracy of representations and warranties to various standards, from de
minimis to material adverse effect;
(vi) FATP having at least
accounting for FATP Share Redemptions (as defined in the Business
Combination Agreement);
(vii) FATP having at least
equivalents (as defined in the Business Combination Agreement) remaining
for general corporate purposes after giving effect to FATP's transaction
expenses and Avanseus transaction expenses;
(viii)
Avanseus the New Crystal Technology Services Warrant (as defined below)
and its agreement that the Old Crystal Technology Services Warrant (as
defined below) has been terminated;
(ix) Certain key executives of Avanseus entering into restrictive covenant
agreements with FATP in the form attached to the Business Combination
Agreement as Exhibit I;
(x) the absence of a legal prohibition on consummating the transactions;
(xi) material compliance by each of FATP and Avanseus with its pre-closing
covenants; and
(xii) the bring-down to closing of the representations and warranties of both for
FATP and Avanseus.
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Termination
The Business Combination Agreement may be terminated under customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to:
(i) by mutual written consent of FATP and Avanseus;
(ii) by either FATP or Avanseus if there is a law or governmental order in effect
prohibiting the Business Combination;
(iii) by either FATP or Avanseus if FATP's shareholder approval has not been
obtained by reason of the failure to obtain the vote required for approval
of the transactions contemplated by the Business Combination Agreement and
the other transaction proposals;
(iv) by Avanseus if FATP's board of directors has publicly announced its proposal
to, or has publicly announced its resolution to, withhold or withdraw, or to
qualify, amend or modify FATP's board recommendation in a manner detrimental
to obtaining FATP's shareholder approval of the transactions contemplated by
the Business Combination Agreement and the other transaction proposals;
(v) by FATP if (i) there is any breach by Avanseus of any representation,
warranty, covenant or agreement in the Business Combination Agreement, such
that the conditions to FATP's obligation to close the transaction would not
be satisfied at the closing of the transactions, except that, if such breach
is curable by Avanseus through the exercise of its reasonable best efforts,
then, for a period of up to thirty (30) days after receipt by Avanseus from . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The FATP Class A Ordinary Shares to be
offered and sold in connection with the
On
Item 5.02 Compensatory Arrangements of Certain Officers.
Pursuant to the Business Combination Agreement and subject to FATP shareholder approval, FATP will submit to its shareholders for their approval and adoption the Incentive Equity Plan in the form attached to the Business Combination Agreement as Exhibit H providing for the issuance of restricted share awards for up to 2,000,000 FATP Class A Ordinary Shares to the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Product Officer, Chief Operations Officer or Chief Delivery Officer, Chief Revenue Office and Chairman or the equivalent of such roles in New Avanseus.
The full text of the Incentive Equity Plan is attached hereto as Exhibit 10.4 and incorporated herein by reference. The foregoing description of the Incentive Equity Plan is qualified in its entirety by reference to the full text of the Incentive Equity Plan.
The Business Combination Agreement requires FATP to take all such action within
its power as may be necessary or appropriate such that immediately following the
effective time of the Share Exchange, the board of directors of FATP will be
comprised of one FATP continuing director selected by FATP, the Chairman and the
Chief Executive Officer of Avanseus as of immediately prior to the Share
Exchange Effective Time and four persons who constitute independent directors
within the meaning of Rule 5605(a)(2) of the
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the Proposed Transaction, but does
not contain all the information that should be considered concerning the
Proposed Transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the Proposed Transaction. FATP
intends to file with the
Investors and securities holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
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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 Proposed Transaction. Information about FATP's directors and
executive officers and their ownership of FATP's securities is set forth in
FATP's filings with the
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Proposed Transaction between FATP and Avanseus, including statements regarding the benefits of the Proposed Transaction, the anticipated timing of the completion of the Proposed Transaction, 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 proposed transaction 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 Proposed Transaction may not be completed in a timely manner or at all; (ii) the risk that the Proposed Transaction 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 Proposed Transaction, 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 PIPE, (v) the lack of a third-party valuation in determining whether or not to pursue the Proposed Transaction; (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 Proposed Transaction on Avanseus' business relationships, performance, and business generally; (viii) risks that the Proposed Transaction 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 Proposed Transaction; (x) the ability to meet Nasdaq listing standards at or following the consummation of the Proposed Transaction; (xi) the ability to recognize the anticipated benefits of the Proposed Transaction, 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 . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1** Business Combination Agreement, dated as ofAugust 26, 2022 , by and amongFat Projects Acquisition Corp andAvanseus Holdings Pte. Ltd. 10.1 Form of Share Exchange Agreement to be entered into by and between FATP and each Avanseus Shareholder prior to the Effective Time. 10.2 Form of Third Amended and Restated Memorandum and Articles ofAssociation of FATP . 10.3 Form of Company Holders Support Agreement, dated as ofAugust 25, 2022 by and among FATP and Avanseus and certain Avanseus Shareholders. 10.4 Sponsor Support Agreement, dated as ofAugust 25, 2022 by and among FATP,FAT Projects SPAC Pte. Ltd. and Avanseus. 10.5 Registration Rights Agreement, dated as ofAugust 25, 2022 by and among FATP,FAT Projects SPAC Pte. Ltd. and the parties listed on the signature page thereto. 10.6 Form of Unvested Restricted Share Amendment to be entered into prior to the Effective Time by and between FATP, Avanseus and each grantee under an Avanseus Restricted Share Award that include Unvested Grant Shares. 10.7 Form of Crystal Technology Services Warrant Agreement to be entered into prior to the Effective Time by and betweenFATP and Crystal Technology Services Pte. Ltd. 10.8 Form ofAvanseus Holdings Corporation 2022 Incentive Equity Plan. 10.9 Form of Restrictive Covenant Agreement 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).
** Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). FATP agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request. 10
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