Item 8.01 Other Events.
As previously reported,
Additional Information and Where to Find It
About the Charter Amendment General Meeting and the Extension Amendment and
Trust Amendment. On
About the Business Combination. This Current Report on Form 8-K 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 a
Registration Statement on Form S-4 with the
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Free Copies of FATP SEC Filings. Investors and securities holders will be able
to obtain free copies of the Charter Amendment Proxy Statement, the Registration
Statement and all other relevant documents filed or that will be filed with the
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
2 Forward-Looking Statements
This Current Report on Form 8-K 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 raise sufficient funds through
the PIPE, (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
No Offer or Solicitation
This Current Report on Form 8-K 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release datedJanuary 5, 2023 . 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). End of Page. 4
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