Item 7.01. Regulation FD Disclosure.
As previously announced, Fat Projects Acquisition Corp, a Cayman Islands exempt
company limited by shares, with company registration number 374480 ("FATP") and
Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares, with
company registration number 201526265R ("Avanseus"), entered into a Business
Combination Agreement dated August 26, 2022, as amended by the First Amendment
to Business Combination Agreement dated October 3, 2022, and the Second
Amendment to Business Combination Agreement dated February 14, 2023 (as it may
be subsequently amended, the "Business Combination Agreement").
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 "Avanseus Holdings
Corporation" ("New Avanseus").
Furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by
reference is an investor presentation that will be used by FATP and Avanseus in
connection with the Business Combination.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
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
Additional Information and Where to Find It
This Current 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 an Amendment No. 3 to Registration Statement on
Form S-4 (Commission file number 333-267741) with the SEC on March 20, 2023 (the
"Registration Statement") relating to the Business Combination that includes a
proxy statement of FATP and a prospectus of FATP. The Registration Statement has
not been declared effective by the SEC. When available, the definitive proxy
statement/prospectus and other relevant materials will be sent to all FATP
shareholders as of a record date to be established for voting on the Business
Combination. FATP's shareholders and other interested persons are advised to
read the preliminary proxy statement/prospectus and the amendments thereto in
the Registration Statement and, when available, the definitive proxy
statement/prospectus and documents incorporated by reference therein filed in
connection with the Business Combination, as these materials will contain
important information about Avanseus, FATP and the Business Combination. FATP
also will file other documents regarding the Business Combination with the SEC.
Promptly after the Form S-4 is declared effective by the SEC, FATP intends to
mail the definitive proxy statement/prospectus and a proxy card to each
shareholder entitled to vote at the meeting relating to the approval of the
business combination and other proposals set forth in the proxy
statement/prospectus. Before making any voting decision, investors and
securities holders of FATP are urged to carefully read the Registration
Statement, the definitive proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the
Business Combination as they become available because they will contain
important information about FATP, Avanseus and the Business Combination.
Investors and securities holders will be able to obtain free copies of the
Registration Statement and all other relevant documents filed or that will be
filed with the SEC by FATP through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by FATP may be obtained free of
charge from FATP's website at https://fatprojectscorp.com/investor-relations/ or
by written request to FATP at Fat Projects Acquisition Corp, 27 Bukit Manis
Road, Singapore 099892.
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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 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 SEC, including FATP's Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, which was filed with the SEC on March 13,
2023. To the extent that such persons' holdings of FATP's securities have
changed since the amounts disclosed in FATP's Annual Report on Form 10-K, such
changes have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding the names and
interests in the Business Combination of FATP's and Avanseus' respective
directors and officers and other persons who may be deemed participants in the
Business Combination may be obtained by reading the proxy statement/prospectus
contained in the Registration Statement regarding the Business Combination and
the definitive proxy statement/prospectus when it becomes available. You may
obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This Current 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 cash at closing requirement and the receipt of
certain governmental and regulatory approvals; (iv) the failure of FATP to raise
sufficient funds through the Definitive Financing Agreements (as defined in the
Second Amendment to Business Combination Agreement dated February 14, 2023), (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 SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and Avanseus
and FATP assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither FATP nor Avanseus gives any assurance that either
FATP or Avanseus will achieve its expectations.
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No Offer or Solicitation
This Current 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.
Item 9.01. Exhibits.
Exhibit
Number Description of Exhibit
99.1 Investor Presentation dated April 19, 2023.
104 Cover Page Interactive Data File (embedded with the Inline XRBL document).
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