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.
On January 13, 2023, at 1:00 p.m. ET, the Company held a virtual general meeting
of its shareholders at https://www.cstproxy.com/fatprojects/2022, pursuant to
due notice (the "Shareholders Meeting"). At the Shareholders Meeting, the
Company's shareholders entitle to vote at the meeting cast their votes and
approved a proposal to amend the Trust Agreement to conform the procedures in
the Trust Agreement by which the Company may extend the date on which
Continental must liquidate the Trust Account if the Company has not completed
its initial business combination to the procedures in an amendment to the
Company's Amended and Restated Memorandum and Articles of Association which was
also approved by the Company's shareholders at the meeting and which is
described under Item 5.03 below, which description is incorporated herein by
reference.
The foregoing summary of the amendment to the Trust Agreement is qualified by
the full text of the Amendment No. 1 to Investment Trust Agreement dated January
13, 2023 by and between the Company and Continental included as Exhibit 10.1
hereto, which is 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, which description is incorporated herein by
reference, the shareholders of the Company approved the First Amendment to the
Amended and Restated Memorandum and Articles of Association of the Company at
the January 13, 2023 Shareholders Meeting, and the Company subsequently filed
the First Amendment to the Amended and Restated Memorandum and Articles of
Association with the Cayman Islands authorities.
Item 5.03. Articles of Incorporation or Bylaws.
The shareholders of the Company approved the First Amendment to the Amended and
Restated Memorandum and Articles of Association of the Company (the "Charter
Amendment") at the January 13, 2023 Shareholders Meeting, changing the structure
and cost of the Company's right to extend the date (the "Termination 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"),
(ii) cease its operations if it fails to complete such business combination, and
(iii) 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") which is currently January 15, 2023
unless extended.
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The Charter Amendment allows the Company to extend the Termination Date by up to
six (6) one-month extensions to July 15, 2023 (each of which we refer to as an
"Extension", and such later date, the "Extended Deadline") provided that if any
Extended Deadline ends on a day that is not a business day, such Extended
Deadline will be automatically extended to the next succeeding business day. To
obtain each 1-month extension, the Company, its sponsor or any of their
affiliates or designees must deposit into the Company's Trust Fund with
Continental by the deadline applicable prior to the extension $0.0575 per share
for each of the Company's publicly held shares outstanding as of the deadline
prior to the extension (after giving effect to redemptions in connection with
the approval of the Charter Amendment by the Company's shareholders with respect
to the first such extension). Without the Charter Amendment, the Company would
have been required to obtain extensions in up to two 3-month increments at a
cost of $1,725,000 each.
Following receipt of shareholder approval of the Charter Amendment, the Company
filed the First 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 First Amendment to the Amended and Restated Memorandum
and Articles of Association is included as Exhibit 3.1 hereto, which is
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 13, 2023, at 1:00 p.m. ET, the Company held a virtual general meeting
of its shareholders at https://www.cstproxy.com/fatprojects/2022, pursuant to
due notice. On the record date of December 20, 2022, the Company had 14,490,000
shares entitled to vote at the general meeting. At the general meeting, holders
of the Company's shares (the "Shareholders") voted on two of the three proposals
presented, the Extension Amendment Proposal and the Trust Amendment Proposal
each as described in the proxy statement dated December 30, 2022. The
Shareholders entitled to vote at the general meeting cast their votes as
described below:
Proposal 1- Extension Amendment Proposal
The Shareholders approved the proposal (the "Extension Amendment Proposal") to
change the structure and cost of the Company's 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"),
(ii) cease its operations if it fails to complete such business combination, and
(iii) redeem or repurchase 100% of the Company's Class A ordinary shares
included as part of the units sold in the Company's IPO from January 15, 2023 by
up to six (6) one-month extensions to July 15, 2023 provided that if any
Extended Deadline ends on a day that is not a business day, such Extended
Deadline will be automatically extended to the next succeeding business day. The
following is a tabulation of the voting results:
Common Stock:
Votes For Votes Against Abstentions Broker Non-Votes
10,210,558 (70.47%) 1,448,478 (9.99%) 362,502 (2.50%) -
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Proposal 2 - Trust Amendment Proposal
The Shareholders approved the proposal to amend the Company's Trust Agreement
with Continental (the "Trust Amendment Proposal"), pursuant to which the
Company's Trust Agreement with Continental was amended to conform the procedures
in the Trust Agreement by which the Company may extend the date on which
Continental must liquidate the Trust Account if the Company has not completed
its initial business combination to the procedures in the Charter Amendment
approved in the Extension Amendment Proposal The following is a tabulation of
the voting results:
Common Stock:
Votes For Votes Against Abstentions Broker Non-Votes
10,210,558 (70.47%) 1,448,478 (9.99%) 362,502 (2.50%) -
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.
Item 7.01. Regulation FD Disclosure.
A press release describing the results of the Shareholders Meeting, its results,
and the Company's intention to obtain a first extension to the Termination Date
is attached hereto as Exhibit 99.1
Item 8.01. Other Events.
Redemption of Public Shares
In connection with the approval of the Extension Amendment Proposal and the
Trust Amendment Proposal at the Shareholders Meeting, holders of 6,058,262 of
the Company's Class A ordinary shares (the "Public Shares") exercised their
right to redeem those shares for cash at an approximate price of $10.16 per
share, for an aggregate of approximately $61.57 million. Following the payment
of the redemptions, the Trust Account will have a balance of approximately
$55.30 million before the deposit of funds by the Company as described in the
following paragraph.
First One-Month Extension and Deposit of Extension Funds
Also in connection with approval of the Extension Amendment Proposal and the
Trust Amendment Proposal, the Company has notified Continental that it intends
to obtain the first 1-month extension to the Termination Date, which extends its
deadline to complete its initial business combination from January 15, 2023 to
February 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 $0.0575 per share for each
Public Share outstanding after giving effect to the redemptions disclosed above,
or approximately $312,899.94, into the Trust Account by Tuesday, January 17,
2023.
Item 9.01. Exhibits.
Exhibit
Number Description of Exhibit
3.1 First Amendment to the Amended and Restated Memorandum and Articles
of Association of the Company dated January 13, 2023.
10.1 Amendment No. 1 to Investment Management Trust Agreement dated
January 13, 2023 by and between the Company and Continental Stock
Transfer and Trust Company.
99.1 Press Release
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