FAT PROJECTS ACQUISITION CORP Item 7.01 Regulation FD Disclosure.
On
The foregoing exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.
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
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
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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
Fat Projects' business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by Fat Projects;
(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 Fat Projects and Avanseus, the satisfaction of the minimum trust
account amount following redemptions by Fat Projects' public shareholders, the
satisfaction of the minimum cash at closing requirement and the receipt of
certain governmental and regulatory approvals; (iv) the failure of Fat Projects
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, Fat Projects 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 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 proposed transaction (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 proposed transaction. 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 on
Form S-4 and proxy statement/prospectus discussed above and other documents
filed by FATP from time to time with the
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No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release, datedAugust 26, 2022 . 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 3
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