AURA FAT PROJECTS ACQUISITION CORP Item 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement
The following summary and description of the Business Combination Agreement (the "Agreement) does not purport to be complete, describes the material provisions of the Agreement (as defined below), and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference. Unless otherwise defined herein, the capitalized terms used in this Current Report on Form 8-K are defined in the Agreement.
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Allrites Share Recapitalization
Immediately prior to the closing of the Business Combination (the "Closing"), but contingent upon the Closing, Allrites will effect a capital restructuring whereby (i) each then outstanding (A) Allrites restricted ordinary share, (B) Allrites non-voting share, (C) Allrites preference share, and (D) Allrites option, will become vested and exercisable and will convert into Allrites Ordinary Shares, and (ii) any retained shares (including the shares received from the exercise of all Allrites options) will be converted into Company Ordinary Shares, and (iii) each of the Allrites option holders will (a) exercise each of their options for Allrites Ordinary Shares and (b) retain such Allrites Ordinary Shares received upon exercise of the Options, as well as the remaining Allrites Ordinary Shares.
Business Combination
The Agreement provides that, among other things and upon the terms and subject to the conditions thereof, at Closing, Allrites will become a wholly owned subsidiary of AFAR and AFAR's Class A Ordinary Shares are expected to be listed on the Nasdaq Global Market.
Exchange Consideration
As consideration for the Business Combination, subject to the terms and
conditions set forth in the Agreement, and contingent upon the Closing, Allrites
shareholders collectively shall be entitled to receive from AFAR, in the
aggregate, 9,200,000 AFAR Class A Ordinary Shares, valued at
As additional consideration for the Business Combination, subject to certain
conditions, if Allrites' recurring revenue recognized solely from the sale of
products and services to its contracted subscription customer base in accordance
with GAAP measured for each of the first two fiscal years following Closing
(each, an "Earnout Period") exceeds the thresholds of
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Representations and Warranties; Covenants
Pursuant to the Agreement, the parties made customary representations and warranties for transactions of this type as of the date of the Agreement. The representations and warranties made by AFAR and Allrites will not survive the Closing. Many of the representations and warranties are qualified by materiality including "material adverse effect" or Company Material Adverse Effect. "Company Material Adverse Effect" as used in the Agreement means, with respect to Allrites and its subsidiaries, any event, state of facts, development, circumstance, occurrence or effect that (i) has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets and liabilities, results of operations or financial condition of Allrites and its subsidiaries, taken as a whole or (ii) does or would in all likelihood be expected to, individually or in the aggregate, prevent or materially adversely affect the ability of Allrites to consummate the Business Combination. Certain of the representations are subject to specified exceptions and qualifications contained in the Agreement or in information provided pursuant to certain disclosure schedules to the Agreement.
In addition, the parties agreed to be bound by certain covenants that are customary for transactions of this type, including obligations of the parties to use reasonable best efforts to operate their respective businesses in the ordinary course consistent with past practice, to refrain from taking certain specified actions without the prior written consent of the applicable party, and not to engage in trading on material nonpublic information and to maintain confidentiality, in each case, subject to certain exceptions and qualifications. AFAR has also covenanted to hold a meeting of its shareholders for the purpose of approving the Business Combination and the Agreement. The covenants of the parties generally will not survive the Closing, subject to certain exceptions, including certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing.
Conditions to
Pursuant to the Agreement, the obligations of the parties to consummate the
Business Combination are subject to the satisfaction or waiver of certain
customary closing conditions of the respective parties, including, without
limitation: (i) the representations and warranties of the respective parties
being true and correct subject to the materiality standards contained in the
Agreement; (ii) material compliance by the parties of their respective
pre-closing covenants and agreements, subject to the standards contained in the
Agreement; (iii) the approval by AFAR's shareholders of the Business
Combination; (iv) no governmental authority shall have enacted any law or order
which has the effect of prohibiting the consummation of the Business
Combination; (v) a Registration Statement on Form F-4 containing a prospectus
and proxy statement (as amended or supplemented, the "Prospectus and Proxy
Statement") shall have been declared effective by the
Termination and Break-Up Fee
The Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing. If the Agreement is terminated, all further obligations of the parties related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general provisions under the Agreement will terminate and will be of no further force and effect, and no party to the Agreement will have any further liability to any other party thereto except for liability for certain fraud claims or for willful breach of the Agreement prior to the termination.
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The Agreement may be terminated at any time prior to the Closing by either AFAR
or Allrites if the Closing has not occurred on or prior to
The Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of AFAR and Allrites; (ii) by either AFAR or Allrites if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the . . .
Item 7.01 Regulation FD Disclosure
Press Release
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Allrites' industry and market sizes, future opportunities for AFAR and Allrites, AFAR's and the Allrites' estimated future results and the Business Combination, including the implied enterprise value, the Business Combination and ownership structure and the likelihood and ability of the parties to successfully consummate the Business Combination. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
The Press Release contains statements that constitute "forward-looking statements," including with respect to the Business Combination, within the meaning of the federal securities laws. Forward-looking statements may include, but are not limited to, statements with respect to Allrites' products, the likelihood of regulatory approval of such products and their proposed uses; Allrites' growth prospects and Allrites' potential target markets, as well as the size of those markets; Allrites' projected financial and operational performance; new product and service offerings Allrites may introduce in the future; the potential Business Combination, including the implied enterprise value, the expected post-closing ownership structure and the likelihood and ability of the parties to successfully consummate the Business Combination; the anticipated effect of the announcement or pendency of the Business Combination on AFAR or Allrites' business relationships, performance, and business generally; and other statements regarding AFAR and Allrites' expectations, hopes, beliefs, intentions or strategies regarding the future.
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In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intends," "outlook," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should," "would," and
similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking.
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. You should carefully
consider the risks and uncertainties described in the "Risk Factors" section of
the Prospectus and Proxy Statement, other documents filed by AFAR from time to
time with
In addition to factors previously disclosed in AFAR reports filed with the
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Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about AFAR and Allrites or the date of such information in the case of information from persons other than AFAR or Allrites, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Current Report on Form 8-K. Forecasts and estimates regarding Allrites' industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro . . .
Item 9.01. Financial Statements and Exhibits.
The following exhibits are being filed herewith:
Exhibit No. Description 1.1* Business Combination Agreement, dated as ofMay 7, 2023 , by and amongAura FAT Projects Acquisition Corp ,Allrites Holdings Pte Ltd. , andMeta Gold Pte. Ltd. 2.1** Company Holders Support Agreement, dated as ofMay 7, 2023 , by and among the Requisite Company Shareholders ofAllrites Holdings Pte Ltd. in favor ofAura FAT Projects Acquisition Corp andAllrites Holdings Pte Ltd. 2.2** Sponsor Support Agreement, dated as ofMay 7, 2023 , by and amongAura FAT Projects Acquisition Corp ,Allrites Holdings Pte Ltd. andAura FAT Projects Capital LLC . 2.3 Amendment to Letter Agreement, dated as ofMay 7, 2023 , by and among betweenAura FAT Projects Acquisition Corp ,Aura FAT Projects Capital LLC and each of the executive officers and directors of betweenAura FAT Projects Acquisition Corp. 99.1 Press Release datedMay 8, 2023 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). AFAR agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon request.
* Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
request.
** Affixed as exhibits to the Business Combination Agreement.
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