Fat Projects Acquisition Corp (NASDAQ: FATPU, FATP, FATPW)
(“
FATP”), a special purpose acquisition company,
announced today that it has notified Continental Stock Transfer and
Trust Company that it intends to extend the deadline to complete
its initial business combination from September 15, 2023 to October
15, 2023 by depositing $24,279.65 into its Trust Account by
September 15, 2023. This is the sixth of up to nine 1-month
extensions that FATP is authorized to obtain under its Amended and
Restated Memorandum and Articles of Association, as amended.
The extension provides FATP with additional time
to complete its initial business combination (the “Business
Combination”) with Avanseus Holdings Pte. Ltd., a
Singapore private company limited by shares
(“Avanseus”). As previously reported, FATP and
Avanseus entered into a Business Combination Agreement dated August
26, 2022, as amended by a First Amendment to Business Combination
Agreement dated October 3, 2022, a Second Amendment to Business
Combination Agreement dated February 14, 2023, and a Third
Amendment to Business Combination Agreement dated July 14, 2023
(collectively, the “Business Combination
Agreement”), that 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”).
The sixth extension described above will provide
FATP and Avanseus with additional time to complete the Business
Combination.
Additional Information and Where to Find
It
This press release 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. 4 to Registration
Statement on Form S-4 (Commission file number 333-267741) with the
SEC on May 11, 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.
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 and FATP’s Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2023, which was filed
with the SEC on May 22, 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 press release 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 trust account amount following redemptions by FATP’s
public shareholders, the satisfaction of the minimum cash at
closing requirement and the receipt of certain governmental and
regulatory approvals; (iv) the failure of FATP to secure
Post-Closing Financing as defined in the Registration Statement,
(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.
No Offer or Solicitation
This press release 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.
Contact:
investor@fatprojects.com
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