Item 8.01. Other Events.
Postponement of General Meeting of Shareholders, Decrease in Per Share Extension Payment and Reopening of Period to Submit FATP Class A Ordinary Shares for Redemption
On
Adoption of the Extension Amendment entitles FATP's public shareholders to require the redemption of their FATP Class A ordinary shares with funds from FATP's trust account. FATP has received redemption notices for 6,557,887 of its Class A ordinary shares from its public shareholders.
FATP is:
1. postponing the General Meeting until
2023, to solicit additional redemption notices from its public shareholders;
2. revising the terms of the Extension Amendment and Trust Amendment to reduce
the amount that FATP or its Sponsor (or any of either of their affiliates or designees) must deposit into FATP's trust account to obtain each 1-month Extension from$0.0625 per share to$0.0575 per share; and
3. reopening the period during which holders of FATP's Class A ordinary shares
can submit their shares for redemption in connection with the Extension
Amendment until
If FATP's shareholders approve the Extension Proposal and the Trust Amendment
Proposal at the General Meeting, each non-redeeming public shareholder will
receive an additional
If FATP does not receive sufficient redemption notices, it may not be able to
fund Extensions and may therefore be forced to dissolve and liquidate and be
unable to consummate its previously announced business combination with
On
As previously reported, FATP and Avanseus entered into a Business Combination
Agreement dated
1
Additional Information and Where to Find It
About the Charter Amendment General Meeting and the Extension Amendment and
Trust Amendment. On
About the Business Combination. This 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 a Registration Statement on Form
S-4 with the
Free Copies of FATP SEC Filings. Investors and securities holders will be able
to obtain free copies of the Charter Amendment Proxy Statement, the Registration
Statement and all other relevant documents filed or that will be filed with the
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
2 Forward-Looking Statements
This 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 PIPE, (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
No Offer or Solicitation
This 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.
3 Item 9.01. Exhibits. Exhibit Number Description of Exhibit 99.1 Press Release 4
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