SINGAPORE/ACCESSWIRE/January 13, 2023 Fat Projects Acquisition Corp (NASDAQ FATPU, FATPW, FATPW, FATPW).FATPFat Projects SPAC Pte. formed “,” a company for special purposes acquisition. Ltd. announced that today its shareholders approved amends to its charter, trust agreement, and structure to modify how FATP can get extensions to the deadline for its initial business combination. FATP received the first of six one-month extensions by Fat Projects SPAC Pte.Trust accountContinental Stock Transfer and Trust Company (“Continental“).
FATP shareholders approved amends to FATP’s Amended Restated Memorandum, Articles of Association and Articles of Association (“the “”) at this virtual general meeting of shareholders.Charter AmendmentFATP and FATP’s Investment Management Trust Agreement, dated October 12, 2021 at Continental (the “Trust Agreement AmendmentTo change the way FATP is able to obtain extensions of its January 15, 2023 deadline for completing its initial business combination, click “change” FATP had the option to obtain two extensions of three months by depositing $1725,000 per extension to its Trust Account before the amendments. This was in addition to what FATP did prior to these amendments. FATP can now obtain six one-month extensions through the amendments by depositing $0.0575 for each outstanding public share to its Trust Account before the applicable deadline.
FATP’s Charter Amendment gave public shareholders the right to ask for the redemption of public shares from funds in the Trust Account. The holders of 6058,000262 shares in public were able to request redemption, leaving 5441,738 shares remaining. FATP will still have $55.30million in its Trust Account after payment to redeeming shareholders at $10.16 per share, an amount of $61.57million.
FATP now has the option to obtain six extensions of one month to its deadline for completing the initial business combination. Each extension costs $312,899.94. FATP informed Continental it plans to apply for the first extension in connection with these amendments.
FATP and Avanseus Holdings Pte. are, as previously reported. Ltd. is a private Singapore company that has shares.Avanseus“” entered into a Business Combination Agreement, dated August 26, 2022. It was amended by a First Amendment Business Combination Agreement, dated October 3, 20,22. (collectively the “”)Agreement for Business CombinationThis provides for a number of transactions. Avanseus shareholders will, among others, exchange their Avanseus shares for FATP Class A Ordinary Stocks.Share ExchangeSubject to the terms and conditions of the Business Combination Agreement with Avanseus, thereby becoming a fully owned subsidiary FATP (the Share exchange and other transactions contemplated in the Business Combination Agreement together the “Combining businessesOr the “Proposed transaction“). FATP will be changing its corporate name from “Avanseus Holdings Corporation” to reflect the Business Combination.New Avanseus“). FATP and Avanseus will have additional time for the Business Combination due to the Charter Amendment, Trust Agreement Amendment, and the First Extension described above.
Further Information and where to find it
The press release is incomplete and does not include all information about the Business Combination. It should not be used as a basis for any investment or other decisions in relation to the Business Combination. FATP submitted an Amendment No. FATP filed an Amendment No.Register Statement“”) refers to the Business Combination and includes FATP’s proxy statement as well as FATP’s prospectus. SEC has yet to declare the Registration Statement effective. The definitive proxy/prospectus, along with other pertinent materials, will be made available to FATP shareholders at a record time to allow for the voting on the Business Combination. FATP shareholders and all other interested parties are advised to review the preliminary proxy/prospectus as well as the amendments in the Registration Statement. When available, the definitive proxy/prospectus along with documents incorporated therein in connection to the Business Combination will be sent. These materials contain valuable information about Avanseus. FATP will also file additional documents with the SEC regarding the Business Combination. 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. Investors and holders of securities by FATP should carefully review the Registration Statement and definitive proxy statement/prospectus before making any vote. These documents will provide important information regarding FATP and Avanseus as well as the Business Combination.
Securities holders and investors will have the opportunity to get free copies of FATP’s Registration Statement as well as all relevant documents that were filed at the SEC via the SEC website 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.
Participating in the Solicitation
FATP, Avanseus, and their respective officers and directors may be considered to have participated in solicitation of proxy votes from FATP shareholders as part of the Business Combination. FATP files with the SEC contain information about FATP directors and executives and the ownership of FATP securities. This includes FATP’s Annual Report on form 10-K, filed on April 28, 2022. FATP Quarterly Reports on the quarters ending March 31, 2022. FATP’s Quarterly Reports on the quarters ended September 30, 2022. These reports were filed with FEC on November 9 2022. FATP’s Annual Report Form 10-K reveals that FATP’s holdings have changed. Statements of change in ownership on Form 4 have been filed with the SEC. Further information about the directors, officers and participants of the Business Combination of FATP and Avanseus can be found in the Registration Statement concerning the Business Combination. These documents can be obtained free of charge as per the previous paragraph.
Forward-looking statements are statements that relate to the Business Combination of FATP and Avanseus. These statements include statements about the potential benefits, timing for completion, Avanseus’ services and markets, Avanseus’ expected total addressable marketplace, Avanseus’ operations, business plan, and Avanseus’ projected future results. Forward-looking statements are generally identified with the words: “believe,”” “project,”,”,”anticipate,”,”estimate,”,”intend,”,”strategy,” future,” opportunity,” and “will” as well as similar expressions. Future-looking statements include projections, predictions and statements regarding future events. They are made based upon current expectations and assumptions. There are many factors that can cause future events to be different from those projected in forward-looking statements. These include: (i), the possibility that the Business Combination will not take place by FATP’s deadline for business combinations, (ii), the likelihood that Avanseus might not have the funds necessary to complete the Business Combination by FATP shareholders’ deadline, (v), the resolution of legal proceedings against Avanseus or FATP related to either the Business Combination Agreement, or the Business Combination. (xviiiiiiii, cyber security and loss of Avanseus; (xxi). These factors are not all inclusive. The above factors should be considered along with other risk and uncertainty described in FATP’s Quarterly Reports and Annual Reports on 10-Q. Also, you need to carefully review the Registration Statement, proxy statement/prospectus, and any other documents that FATP files from time-to-time with the SEC. This section identifies and addresses other significant risks and uncertainties which could lead to actual results and events differing materially from the statements. These forward-looking statements are only accurate as of their date. Forward-looking statements should not be relied upon. Avanseus, FATP, and other parties have no obligation to revise or update forward-looking statements as a result or new information or future events. Avanseus and FATP neither give any guarantee that they will meet their expectations.
There is no Solicitation or Offer
This press release does not contain a solicitation or proxy statement with respect to securities, the Business Combination or any authorization. It also shall not be an offer or solicitation to sell securities from FATP and Avanseus. Nor shall it be sold in any jurisdiction where such an offer, solicitation or sale would be illegal prior to qualification or registration under securities laws. Except for a prospectus that meets the requirements of Section 10 or any exemptions, no offer to purchase securities may be made.
SOURCE: Fat Projects Acquisition Corp.