M&A - Aura Fat Projects Acquisition Corp

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Form Type: 10-K

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912625001528

Filing Summary: Aura FAT Projects Acquisition Corp, incorporated as a blank check company in the Cayman Islands, seeks to effectuate an initial business combination predominantly within healthcare and technology sectors. As of November 30, 2024, the company had an aggregate market value of $31,574,082. On March 6, 2025, there were 384,510 Class A Shares and 2,875,000 Class B Shares issued and outstanding. The company completed its IPO on April 18, 2022, raising gross proceeds of $115 million through the sale of 11,500,000 units, each unit consisting of one Class A ordinary share and one warrant. The company plans to extend its business combination period to July 18, 2025, contingent on shareholder approval. Notably, on May 7, 2023, Aura entered into a definitive Business Combination Agreement with Allrites Holdings Pte Ltd, set for completion pending regulatory approvals and a successful exchange for new ordinary shares, estimated at a value of $92 million, or 9,200,000 Class A ordinary shares valued at $10 each. The Registration Statement on Form F-4 filed on June 8, 2023, is aimed at facilitating this transaction, which reinforces the company's strategic direction towards the technology sector, especially blockchain and digital markets. The management team emphasizes a strong network in the financial technology space and maintains a focus on sourcing promising acquisition targets while continuing compliance with SEC regulations and market demands.

Document Link: View Document

Additional details:

Market Value: 31574082


Class A Shares Outstanding: 384510


Class B Shares Outstanding: 2875000


Ipo Date: 2022-04-18


Ipo Units Sold: 11500000


Ipo Gross Proceeds: 115000000


Business Combination Agreement Date: 2023-05-07


Business Combination Target: Allrites Holdings Pte Ltd


Proposed Shares For Exchange: 9200000


Proposed Exchange Value: 92 million


F4 Initial Filing Date: 2023-06-08


Extension Deadline: 2025-07-18


Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000266

Filing Summary: Aura Fat Projects Acquisition Corp filed a Current Report on Form 8-K to disclose that on January 17, 2025, it entered into the First Amendment to the previously disclosed Business Combination Agreement with Allrites Holdings Pte. Ltd. and Meta Gold Pte. Ltd. The Amendment, effective as of January 14, 2025, involves several changes: it amends the earnout threshold and periods, extends the Agreement End Date to July 18, 2025, removes specific representations and covenants related to AFAR’s stock listing, and increases the Break Fee. This update is crucial as it outlines key alterations to the merger agreement originally established in May 2023.

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Additional details:

Entry Into Material Definitive Agreement: First Amendment to Business Combination Agreement


Earnout Threshold: amended


Earnout Periods: amended


Agreement End Date: July 18, 2025


Break Fee: increased


Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000263

Filing Summary: On January 17, 2025, Aura Fat Projects Acquisition Corp (AFAR) entered into the First Amendment to the Business Combination Agreement with Allrites Holdings Pte. Ltd. and Meta Gold Pte. Ltd. Key changes in the amendment include an adjustment of the earnout threshold and periods, an extension of the Agreement End Date to July 18, 2025, the removal of specific representations regarding AFAR's stock listing, and an increase in the Break Fee. The full text of the Amendment and the initial Business Combination Agreement can be referenced in the exhibits of the filings.

Document Link: View Document

Additional details:

Business Combination Agreement: First Amendment to Business Combination Agreement


Effective Date: 2025-01-14


Earnout Threshold: amended


Earnout Periods: amended


Agreement End Date: 2025-07-18


Break Fee: increased


Other Changes: certain representations and covenants relating to AFAR’s stock listing removed


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