AFARU Aura FAT Projects Acquisition Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 17, 2025

 

Aura FAT Projects Acquisition Corp

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-901886		00-0000000N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

1 Phillip Steet, #09-00, Royal One Phillip

Singapore, 048692

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code +65-3135-1511

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

First Amendment to Business Combination Agreement

 

As previously disclosed on May 7, 2023, Aura Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares (“AFAR”), Allrites Holdings Pte. Ltd., a Singaporean private company limited by shares (“Allrites”), and Meta Gold Pte. Ltd., Singaporean exempt private company limited by shares, solely in its capacity as representative for the shareholders of Allrites, entered into a business combination agreement (the “Business Combination Agreement”).

 

On January 17, 2025, the parties entered into the First Amendment to the Business Combination Agreement effective as of January 14, 2025 (“Amendment”) to, among other things, (i) amend the earnout threshold and the earnout periods, (ii) extend the Agreement End Date to July 18, 2025, (iii) remove certain representations and covenants relating to AFAR’s stock listing, and (iv) increase the Break Fee. Capitalized terms used but not defined shall have the meaning ascribed to such term in the Business Combination Agreement.

 

The foregoing description is only a summary of Amendment and is qualified in its entirety by reference to the full text of the Business Combination Agreement, which was filed as Exhibit 1.1 on AFAR’s Current Report on Form 8-K dated May 9, 2023, and by reference to the full text of the Amendment which is filed as Exhibit 1.1 on this Current Report on Form 8-K.

 

Forward Looking Statements

 

This Current Report on Form 8-K includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the Risk Factors section of the Company’s Amendment No. 1 to Form F-4 filed on September 13, 2023 with the SEC as well as the Company’s Annual Report on Form 10-K filed with the SEC and any subsequent filings with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based.

 

Item 9.01. Exhibits.

 

Exhibit Number		Description of Exhibit
1.1		First Amendment to Business Combination Agreement
104		Cover Page Interactive Data File (embedded with the Inline XRBL document).

 

 

SIGNATURES

 

Under the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the duly authorized undersigned.

 

	AURA FAT PROJECTS ACQUISITION CORP
Date: January 21, 2025	By:	/s/ David Andrada
		David Andrada
		Co-Chief Executive Officer

 

 

 

Exhibit 1.1

 

Execution Version

 

FIRST AMENDMENT TO

BUSINESS COMBINATION AGREEMENT

 

This First Amendment to Business Combination Agreement (this “Amendment”), between Aura FAT Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 384483 (“Acquiror”), and Allrites Holdings Pte Ltd., a Singapore private company limited by shares, with company registration number 201703484C (the “Company”) and Meta Gold Pte. Ltd., a Singapore exempt private company limited by shares, with company registration number 202001973W, in its capacity as the representative for the shareholders of the Company (“Company Shareholder Representative”) is dated January 14, 2025 (the “Effective Date”). The Acquiror, the Company, the Company Shareholder Representative, and each Company Shareholder who becomes a party, are each referred to individually as a “Party” and, collectively, as the “Parties.”

 

BACKGROUND

 

A. Acquiror, Company, and Company Shareholder Representative previously entered into that certain business combination agreement dated May 7, 2023 (the “Original Agreement”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the meanings ascribed to such terms in the Original Agreement. Following the Effective Date, references to the Agreement shall mean the Original Agreement as amended by this Amendment; and

 

B. The Parties seek to amend the Original Business Combination Agreement to, among other things, extend the Agreement End Date.

 

Now therefore, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Amendment, and intending to be legally bound, the Parties agree as follows:

 

AGREEMENT

 

1. Definitions.

 

a. The defined term “Earnout Period” in Section 1.1 of the Original Agreement is deleted in its entirety and replaced with:

 

“‘Earnout Period’ means, as to the First Earnout, Fiscal Year 2025, and as to the Second Earnout, Fiscal Year 2026.”

 

b. The defined term “Earnout Threshold” in Section 1.1 of the Original Agreement is deleted in its entirety and replaced with:

 

“‘Earnout Threshold’ means, as to the First Earnout, the Company reaching an ARR equal to or greater than $8,750,000 for Fiscal Year 2025, and as to the Second Earnout, the Company reaching an ARR equal to or greater than $15,470,000 Fiscal Year 2026.”

 

c. The following defined term is added to Section 1.1 of the Original Agreement.

 

“‘Material Adverse Effect’ means any change or effect that, individually or in the aggregate (i) is or is likely to be materially adverse to the business, condition (financial or otherwise), results of operations, properties or assets or liabilities of the Company and its Subsidiaries or the Acquiror and its Subsidiaries, except for any change or effect that arises out of (unless the following exceptions were the result of a change or effect that is not included in the following exceptions): (A) any change in conditions in the global economy, (B) any change in the economic or business conditions affecting the industries in which the Company or its Subsidiaries or the Acquiror or its Subsidiaries conducts business (in each case that do not disproportionately affect the Company or its Subsidiaries or the Acquiror or its Subsidiaries), (C) changes or proposed changes in Law or GAAP or interpretations or enforcement by any Governmental Authority, or (D) acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such acts of war, sabotage or terrorism or military actions; or (ii) materially and adversely affects the ability of the Acquiror or the Company to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Parties agree that the Acquiror’s listing status shall not be considered a Material Adverse Effect.”

 

 

2. Deletion of Nasdaq Listing Representation. Section 5.17 of the Original Agreement is deleted in its entirety and replaced with “Intentionally Omitted”.

 

3. Deletion of Nasdaq Covenant. Section 7.2 of the Original Agreement is deleted in its entirety and replaced with “Intentionally Omitted”.

 

4. Deletion of Certain Closing Conditions.

 

a. Section 9.1(h) of the Original Agreement is deleted in its entirety and replaced with “Intentionally Omitted”.

 

5. Amendment of Termination Provision. Section 10.1(d) of the Original Agreement is deleted in its entirety and replaced with the following:

 

(d) by the Company if (i) the Acquiror Board has publicly announced its proposal, or has publicly announced its resolution, to withhold or withdraw, or to qualify, amend or modify in a manner detrimental to obtaining the Acquiror Shareholders’ Approval, the Acquiror Board Recommendation, or (ii) the Closing has not occurred on or before July 18, 2025 (the “Agreement End Date”);

 

6. Extension of Agreement End Date. Section 10.1(e)(ii) of the Original Agreement is deleted in its entirety and replaced with:

 

(ii) the Closing has not occurred on or before the Agreement End Date;

 

7. Break Fee Adjustment. Section 10.2 is deleted in its entirety and replaced with the following.

 

“Section 10.2. Break Fee. In the event of the termination of this Agreement pursuant to Section 10.1, except if the termination occurs with respect to Section 10.1(d) or Section 10.1(e) above, in which case no fee will be due, the terminating party shall pay $350,000 (the “Break Fee”) to the non-terminating party, within three business days, by wire transfer of immediately available funds to an account specified by the non-terminating party, it being understood that in the event of termination by the Company, amounts previously paid to Acquiror shall offset the Break Fee.”

 

8. Company Shareholder Representative.

 

a. All references to “Purchaser” Section 11.20(e) of the Original Agreement are deleted and replaced with “Acquiror.”

 

b. All references to “Purchaser Indemnified Party” Section 11.20(e) of the Original Agreement are deleted and replaced with “Acquiror Indemnified Party.”

 

9. No Other Amendments. The Original Agreement remains in full force and effect and is unamended except as explicitly set forth in this Amendment. If there is a conflict between the terms of the Original Agreement and this Amendment, the terms of this Amendment will prevail.

 

10. Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment shall remain in full force and effect. The Parties further agree that if any provision is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Amendment, they shall take any actions necessary to render the remaining provisions of this Amendment valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Amendment to replace any provision that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.

 

 

11. Governing Law. This Amendment shall be deemed to have been executed and to be performed within the State of New York, and all claims or causes of action based upon, arising out of, or related to this Amendment, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

 

12. Counterparts; Electronic Execution. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Amendment (including, without limitation, any related amendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms complying with applicable Law, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

 

 

[Signatures on following page]

 

 

The Parties have caused this Amendment to be executed as of the Effective Date.

 

	ACQUIROR:
	AURA FAT PROJECTS ACQUISITION CORP.
	By:	/s/ Tristan Lo
	Name:	Tristan Lo
	Title:	Co-Chief Executive Officer and Chairman of the Board
	COMPANY:
	ALLRITES HOLDINGS PTE LTD.
	By:	/s/ Riaz Mehta
	Name:	Riaz Mehta
	Title:	Chief Executive Officer
	COMPANY SHAREHOLDER’S REPRESENTATIVE:
	META GOLD PTE. LTD.
	By:	/s/ Riaz Mehta
	Name:	Riaz Mehta
	Title:	Chief Executive Officer

 

 

v3.24.4

Cover	Jan. 17, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 17, 2025
Entity File Number	001-901886
Entity Registrant Name	Aura FAT Projects Acquisition Corp
Entity Central Index Key	0001901886
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1 Phillip Steet
Entity Address, Address Line Two	#09-00
Entity Address, City or Town	Royal One Phillip
Entity Address, Country	SG
Entity Address, Postal Zip Code	048692
City Area Code	+65
Local Phone Number	3135-1511
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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