Company Overview - Aura FAT Projects Acquisition Corp (AFAR) has entered into a binding Letter of Intent (LOI) with Dalmore Holdings Pty Ltd for a proposed business combination, which is expected to result in a public listing on a national securities exchange in the United States [1] - Dalmore Holdings is an Australian private mining company focused on the revitalization of the Wilkie Creek open-cut coal mine in Queensland, Australia [16] Transaction Details - Under the LOI, all existing Dalmore shareholders will roll their equity into the combined company, and AFAR plans to raise additional capital through a private investment in public equity (PIPE) financing to support growth objectives [2] - The LOI is subject to due diligence, final transaction structuring, and includes provisions for exclusivity and confidentiality [3] Operational Progress - Dalmore operates the Wilkie Creek coal mine, which has a legacy production run rate of approximately 2.6 million tonnes per annum, with plans to ramp up to about 3.7 million tonnes per annum [4] - Following a comprehensive operational and financial restructuring, Dalmore is preparing for its first shipments of high-quality Australian coal, supported by funding from Blackbird Capital [5] - The recommencement of commercial operations at Wilkie Creek is expected to stimulate economic activity in the Dalby region, including job creation and increased demand for local services [6] Advisory and Legal Support - Hall Chadwick is serving as Corporate Advisor to Dalmore, while Cohen & Company Capital Markets is the exclusive financial advisor to AFAR [7]

IPO and Financing - The company completed its initial public offering on April 18, 2022, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[17]. - A private placement of 5,000,000 Private Placement Warrants was completed simultaneously, generating an additional $5 million[18]. - The company has $3,186,602 available for an initial business combination as of November 30, 2024, providing options for liquidity events, capital for growth, or debt reduction[51]. - The company may seek additional funds through private offerings of debt or equity securities to complete its initial business combination, targeting larger businesses than those it could acquire with its current proceeds[55]. - The company has not secured third-party financing for its initial business combination, and there is no assurance that such financing will be available[51]. - A total of $117,300,000 from the initial public offering and private placement warrants was placed in a U.S.-based trust account, which can only be invested in U.S. government securities or money market funds[134]. - The company has access to approximately $45,397 from IPO proceeds to cover potential claims and liquidation costs, estimated to be no more than $100,000[101]. - The company has incurred $5,724,785 in costs related to the Initial Public Offering, including $1,150,000 in underwriting fees[166]. Business Combination and Strategy - The company extended the deadline for its initial business combination to July 18, 2024, with a provision for monthly extensions contingent on sponsor deposits of $50,000 or $0.045 per share[20]. - A definitive Business Combination Agreement was entered into with Allrites Holdings Pte Ltd. on May 7, 2023, which includes a share recapitalization and the issuance of 9,200,000 Class A ordinary shares valued at $92 million[22][26]. - The company aims to complete its initial business combination with a target that has a fair market value of at least 80% of the assets held in the trust account[35]. - The company is focused on acquiring businesses in emerging technology sectors, particularly in Southeast Asia and Australia, with a strong emphasis on blockchain and financial technology[34]. - The company anticipates that its acquisition criteria will include targets with significant market positions and potential for domestic and international expansion[36]. - The company is not prohibited from pursuing business combinations with affiliated entities, provided that independent valuation opinions are obtained to ensure fairness[42]. - The company will only complete a business combination where it owns or acquires 50% or more of the outstanding voting securities of the target[61]. - The company may continue to seek a different target for the initial business combination if the current one is not approved[90]. Shareholder Matters and Redemption - The initial business combination requires the approval of shareholders, with a majority of outstanding ordinary shares entitled to vote needed for approval[79]. - Public shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering, referred to as "Excess Shares"[84]. - The redemption process requires public shareholders to tender their stock certificates or deliver shares electronically up to two business days prior to the vote on the initial business combination[85]. - The company will provide public shareholders with the opportunity to redeem shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[76]. - If the business combination is not consummated, the company may conduct redemptions without a shareholder vote under SEC tender offer rules[70]. - Shareholders can withdraw their redemption requests at any time up to the date of the shareholder meeting[88]. - The company must maintain net tangible assets of at least $5,000,001 to redeem public shares upon completion of the initial business combination[82]. - The company will not complete the initial business combination if the aggregate cash consideration for redemptions exceeds the cash available[82]. Financial Performance and Management - For the year ended November 30, 2024, the company reported a net income of $189,524, a significant decrease from $2,410,775 in the previous year, primarily due to lower interest income from marketable securities[163][164]. - Interest income on marketable securities for the year ended November 30, 2024, was $1,123,400, down from $4,082,917 in 2023, reflecting a decline in investment returns[163][168]. - Cash used in operating activities for the year ended November 30, 2024, was $431,473, compared to $677,442 in the previous year, indicating improved cash management despite lower net income[167][168]. - As of November 30, 2024, the company held marketable securities in the Trust Account valued at $3,186,602, which includes $359,676 of interest income net of unrealized losses[169]. - The company has no long-term debt or off-balance sheet arrangements as of November 30, 2024, indicating a conservative financial structure[175]. - Management has identified a material weakness in internal controls due to inadequate segregation of duties and insufficient written policies, impacting the effectiveness of financial reporting[192]. - The company expects to incur significant costs in pursuing acquisition plans and may need to raise additional capital to meet working capital needs[174]. Management and Governance - The board of directors includes experienced professionals with backgrounds in investment banking, technology, and e-commerce, enhancing the company's strategic direction[8]. - The company has established partnerships with key players in the fintech sector to leverage synergies and drive innovation[9]. - The management team is focused on enhancing shareholder value through strategic initiatives and operational improvements, aiming for a 25% increase in EBITDA over the next fiscal year[10]. - Mr. Jay McCarthy joined the board of directors, bringing over 22 years of investment management experience in Asia[210]. - Mr. Andrew Porter, with over 20 years in financial and fintech industries, joined the board in December 2022[211]. - The company has 8 directors and is not required to hold an annual meeting until one year after the first fiscal year end following its Nasdaq listing[214]. - The board has two standing committees: an audit committee and a compensation committee, both comprised solely of independent directors[215]. Market and Operational Insights - The company reported a significant increase in user engagement, with a 25% year-over-year growth in active users, reaching 5 million active users in the last quarter[1]. - Revenue for the last quarter was $150 million, representing a 30% increase compared to the previous quarter, driven by strong sales in the e-commerce segment[2]. - The company has set a revenue guidance of $600 million for the upcoming fiscal year, indicating a projected growth rate of 20%[3]. - New product launches are expected to contribute an additional $50 million in revenue over the next two quarters, with a focus on expanding the product line in the food technology sector[4]. - The company is actively pursuing market expansion in Southeast Asia, targeting a 15% market share in the region by the end of the next fiscal year[5]. - A strategic acquisition of a complementary technology firm is anticipated to close by Q2 2024, which is expected to enhance the company's technological capabilities and market reach[6]. - The company has invested $10 million in research and development for new technologies aimed at improving operational efficiency and customer experience[7].

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) Presents the company's unaudited interim financial statements and management's discussion and analysis for the specified periods [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited interim financial statements, including the Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and accompanying Notes to Financial Statements for Aura Fat Projects Acquisition Corp. as of and for the periods ended August 31, 2024 and November 30, 2023 [Balance Sheets](index=4&type=section&id=Balance%20Sheets) Provides a snapshot of the company's financial position, detailing assets, liabilities, and shareholders' deficit at specific dates Balance Sheets Summary Table | Metric | August 31, 2024 | November 30, 2023 | | :----------------------------------------- | :-------------- | :---------------- | | Cash | $151,901 | $233,088 | | Cash & Marketable Securities in Trust Acct | $3,134,182 | $30,604,459 | | Total Assets | $3,413,948 | $30,968,480 | | Total Current Liabilities | $2,962,881 | $1,929,825 | | Total Liabilities | $6,987,881 | $5,954,825 | | Total Shareholders' Deficit | $(6,708,115) | $(5,590,804) | - The company experienced a **significant decrease** in Cash and marketable securities held in the Trust Account from **$30,604,459** as of November 30, 2023, to **$3,134,182** as of August 31, 2024, primarily due to redemptions[11](index=11&type=chunk) - **Total Liabilities increased** from **$5,954,825** to **$6,987,881**, driven by increases in accounts payable, accrued expenses, and advances from related parties[11](index=11&type=chunk) [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) Details the company's revenues, expenses, and net income or loss over specific interim periods Statements of Operations Summary Table | Metric | 3 Months Ended Aug 31, 2024 | 3 Months Ended Aug 31, 2023 | 9 Months Ended Aug 31, 2024 | 9 Months Ended Aug 31, 2023 | | :----------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Operating and formation costs | $370,232 | $465,378 | $766,079 | $1,332,243 | | Loss from operations | $(370,232) | $(465,378) | $(766,079) | $(1,332,243) | | Interest earned on Note Receivable | $1,262 | $- | $3,768 | $- | | Interest earned on marketable securities | $261,486 | $1,009,563 | $1,085,980 | $3,687,468 | | Unrealized (loss) gain on marketable securities | $(12,045) | $9,101 | $- | $3,730 | | Total other income, net | $250,703 | $1,018,664 | $1,089,748 | $3,691,198 | | Net (loss) income | $(119,529) | $553,286 | $323,669 | $2,358,955 | | Basic and diluted net (loss) income per share, Class A | $(0.03) | $0.06 | $0.06 | $0.18 | - The company reported a **net loss** of **$119,529** for the three months ended August 31, 2024, a **significant decline** from a **net income** of **$553,286** in the prior-year period, primarily due to **reduced interest income** from marketable securities in the Trust Account and an unrealized loss[14](index=14&type=chunk) - For the nine months ended August 31, 2024, **net income** decreased to **$323,669** from **$2,358,955** in the same period of 2023, largely driven by a **substantial reduction** in interest earned on marketable securities held in the Trust Account[14](index=14&type=chunk) [Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) Outlines the changes in the company's equity components, including net income/loss and share redemptions, over interim periods - The accumulated deficit increased from **$(5,591,104)** as of November 30, 2023, to **$(6,708,415)** as of August 31, 2024, primarily due to extension funds attributable to common stock subject to redemption and remeasurement of Class A ordinary shares subject to redemption, partially offset by net income in earlier quarters[16](index=16&type=chunk)[17](index=17&type=chunk) - **Significant remeasurements** of Class A ordinary shares subject to redemption occurred, totaling **$(402,356)**, **$(434,183)**, and **$(249,441)** in the three-month periods ending February 29, May 31, and August 31, 2024, respectively[16](index=16&type=chunk) [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities for interim periods Statements of Cash Flows Summary Table | Cash Flow Activity | Nine Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2023 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(339,969) | $(540,784) | | Net cash provided by investing activities | $28,556,257 | $92,464,424 | | Net cash used in financing activities | $(28,297,475) | $(92,239,424) | | Net Change in Cash | $(81,187) | $(315,784) | | Cash – End of period | $151,901 | $44,746 | - **Cash provided by investing activities significantly decreased** from **$92,464,424** in 2023 to **$28,556,257** in 2024, primarily due to lower cash withdrawals from the Trust Account in connection with redemptions[20](index=20&type=chunk) - **Net cash used in financing activities also decreased** from **$(92,239,424)** in 2023 to **$(28,297,475)** in 2024, reflecting reduced common stock redemptions[20](index=20&type=chunk) [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) Provides detailed explanations and additional information supporting the interim financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Describes the company's formation, business purpose, IPO, and ongoing efforts to complete a Business Combination - Aura Fat Projects Acquisition Corp. is a Cayman Islands exempted company incorporated on December 6, 2021, formed as a blank check company to effect a Business Combination[22](index=22&type=chunk) - The Company completed its Initial Public Offering (IPO) on April 18, 2022, raising **$115,000,000** from **11,500,000** units and an additional **$5,000,000** from private placement warrants[24](index=24&type=chunk) - As of August 31, 2024, the Company had **$151,901** in its operating bank account and a **working capital deficit** of **$2,683,115**, raising substantial doubt about its ability to continue as a **going concern** without additional financing or completing a Business Combination[40](index=40&type=chunk)[42](index=42&type=chunk) - The Company entered into a **definitive Business Combination Agreement** with Allrites Holdings Pte Ltd. on May 7, 2023, and has extended the deadline to consummate a Business Combination to October 18, 2024, with further extensions possible through July 18, 2025[34](index=34&type=chunk)[39](index=39&type=chunk)[43](index=43&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the key accounting principles and methods used in preparing the interim financial statements - The financial statements are prepared in accordance with GAAP for interim financial information, omitting certain disclosures as per SEC rules for interim reporting[47](index=47&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[49](index=49&type=chunk)[50](index=50&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, with changes in redemption value recognized immediately[56](index=56&type=chunk)[57](index=57&type=chunk) - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a **zero tax provision**[62](index=62&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) Details the terms and proceeds of the company's Initial Public Offering, including units and warrants issued - The Company **sold** **11,500,000** Units at **$10.00** per Unit in its IPO, with each Unit consisting of one Class A ordinary share and one redeemable warrant, **exercisable** at **$11.50** per share[71](index=71&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=18&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Describes the private placement of warrants to the Sponsor and their specific terms and conditions - The Sponsor purchased **5,000,000** Private Placement Warrants at **$1.00** each, generating **$5,000,000** in gross proceeds[74](index=74&type=chunk) - Private Placement Warrants are identical to IPO warrants but lack redemption rights and liquidating distributions from the Trust Account, expiring worthless if a Business Combination is not consummated within the Combination Period[75](index=75&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=18&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) Discloses transactions and financial arrangements between the company and its related parties, including the Sponsor and Allrites - The Sponsor acquired **2,875,000** Class B ordinary shares (Founder Shares) for **$25,000**, which are subject to a lock-up period[76](index=76&type=chunk)[77](index=77&type=chunk) - The Company **pays** an affiliate of the Sponsor **$20,000** per month for administrative services, incurring **$60,000** for the three months and **$180,000** for the nine months ended August 31, 2024[78](index=78&type=chunk) - **Advances from the Sponsor increased** to **$1,232,116** as of August 31, 2024, up from **$800,000** as of November 30, 2023, used partly for extension payments into the Trust Account[82](index=82&type=chunk) - The Company received **$181,666** in non-interest bearing advances from Allrites as of August 31, 2024, payable upon merger closing or mandatory liquidation[83](index=83&type=chunk) [NOTE 6. COMMITMENTS](index=19&type=section&id=NOTE%206.%20COMMITMENTS) Details the company's contractual obligations, including deferred underwriting fees and Business Combination agreement terms - The Company has a **deferred underwriting fee** of **$4,025,000**, payable upon completion of the Business Combination, which will be satisfied through a combination of cash (up to **$402,500** or **$500,000** with PIPE) and Company scrip[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) - Under the Business Combination Agreement with Allrites, Allrites shareholders will receive **9,200,000** Company Class A Ordinary Shares, **valued at** **$92,000,000**, as consideration[92](index=92&type=chunk) - Additional earnout consideration of up to **1,800,000** Class A Ordinary Shares is **contingent on Allrites' recurring revenue exceeding** **$12,000,000** and **$20,000,000** in the first and second fiscal years post-closing, respectively[93](index=93&type=chunk) - The Business Combination Agreement includes termination clauses, with a **$5,000,000 liquidated damages fee** payable by the terminating party under certain circumstances[94](index=94&type=chunk)[97](index=97&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=22&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) Provides information on the company's authorized and outstanding share capital, including Class A and Class B ordinary shares and warrants - The Company is **authorized to issue** **1,000,000** preference shares (none **issued**), **300,000,000** Class A ordinary shares (**115,000** outstanding excluding redeemable shares), and **30,000,000** Class B ordinary shares (**2,875,000** outstanding)[103](index=103&type=chunk)[104](index=104&type=chunk) - Class B ordinary shares (Founder Shares) have **exclusive voting rights** for director appointments and convert to Class A ordinary shares on a one-for-one basis upon Business Combination, subject to adjustment[105](index=105&type=chunk)[107](index=107&type=chunk) - Warrants become **exercisable** 12 months from IPO closing or upon Business Combination, expiring five years after Business Combination, with an exercise price of **$11.50** per share, subject to adjustment under certain conditions[108](index=108&type=chunk)[109](index=109&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=25&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) Explains the methodology for valuing financial instruments and presents fair value hierarchy classifications - The Company classifies its financial assets and liabilities using a **fair value hierarchy** (Level 1, 2, 3) based on observable and unobservable inputs[119](index=119&type=chunk)[120](index=120&type=chunk) - As of August 31, 2024, assets held in the Trust Account, primarily U.S. Treasury securities, were **valued at** **$3,134,182** (Level 1), a **significant decrease from** **$30,604,459** as of November 30, 2023[121](index=121&type=chunk)[122](index=122&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=26&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) Reports significant events that occurred after the balance sheet date, including trading suspension and delisting - Trading in the Company's securities was **suspended on September 9, 2024, leading to delisting from Nasdaq**[124](index=124&type=chunk) - The Company is moving its common stock to the over-the-counter market as an interim measure and remains **committed to uplisting to Nasdaq** after completing its business combination with Allrites Holdings Pte Ltd[124](index=124&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and operational results, highlighting its status as a blank check company, recent developments regarding its Business Combination deadline and related financing, and a detailed analysis of its financial performance and liquidity. It also addresses off-balance sheet arrangements, contractual obligations, and accounting policies [Overview](index=27&type=section&id=Overview) Introduces the company as a blank check entity and its strategy for pursuing a Business Combination - Aura FAT Projects Acquisition Corp. is a blank check company formed on December 6, 2021, aiming to complete a Business Combination using IPO proceeds, shares, debt, or a combination thereof[128](index=128&type=chunk) - The Company expects to incur significant costs in pursuing its acquisition plans and does not anticipate generating operating revenues until after the Business Combination is completed[128](index=128&type=chunk) [Recent Developments](index=27&type=section&id=Recent%20Developments) Highlights key recent events impacting the company's operations and Business Combination efforts, including extensions and financing - **Shareholders approved extensions** to the Business Combination deadline, allowing for up to 12 one-month extensions through July 18, 2025, with the Sponsor depositing funds into the Trust Account for each extension[129](index=129&type=chunk) - The Company and its Underwriter entered into a Deed of Satisfaction and Discharge of Indebtedness for the **deferred underwriting fee, which will be paid in a combination of cash and Company scrip** upon Business Combination[130](index=130&type=chunk)[131](index=131&type=chunk) - Shareholders also approved the **NTA Amendment, removing limitations on share redemptions** based on net tangible assets[132](index=132&type=chunk) - **Advances from the Sponsor increased** to **$1,232,116** as of August 31, 2024, with **$605,000** used for extension payments, and advances from Allrites totaled **$181,666**[133](index=133&type=chunk)[134](index=134&type=chunk) - The **definitive Business Combination Agreement** with Allrites Holdings Pte Ltd. was entered into on May 7, 2023, involving a capital restructuring and exchange of shares[135](index=135&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Analyzes the company's financial performance, focusing on net income/loss and key revenue and expense drivers Results of Operations Summary Table | Metric | 3 Months Ended Aug 31, 2024 | 3 Months Ended Aug 31, 2023 | 9 Months Ended Aug 31, 2024 | 9 Months Ended Aug 31, 2023 | | :----------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net (loss) income | $(119,529) | $553,286 | $323,669 | $2,358,955 | | Operating costs | $370,232 | $465,378 | $766,079 | $1,332,243 | | Interest income on marketable securities | $261,486 | $1,009,563 | $1,085,980 | $3,687,468 | - The Company reported a **net loss** of **$119,529** for the three months ended August 31, 2024, compared to a **net income** of **$553,286** for the same period in 2023, primarily due to **reduced interest income** from the Trust Account[149](index=149&type=chunk) - For the nine months ended August 31, 2024, **net income** was **$323,669**, a decrease from **$2,358,955** in the prior year, mainly attributable to a **significant drop in interest earned** on marketable securities[150](index=150&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's cash position, funding sources, and ability to meet its financial obligations and continue as a going concern - The Company's **IPO and private placement generated** **$115,000,000** and **$5,000,000** respectively, with **$117,300,000** placed in the Trust Account[152](index=152&type=chunk) - As of August 31, 2024, the **Trust Account held** **$3,134,182**, a substantial decrease from the initial amount, with **$151,901** in cash outside the Trust Account for working capital[154](index=154&type=chunk)[155](index=155&type=chunk) - The Company faces a **going concern risk** due to liquidity needs and the mandatory liquidation date if a Business Combination is not completed by July 18, 2025 (with extensions)[159](index=159&type=chunk) - The Sponsor or affiliates may provide **Working Capital Loans, convertible into warrants**, to finance transaction costs or cover deficiencies[156](index=156&type=chunk) [Off-Balance Sheet Arrangements](index=32&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms the absence of any off-balance sheet arrangements as of the reporting date - The Company has **no off-balance sheet arrangements** as of August 31, 2024[160](index=160&type=chunk) [Contractual obligations](index=32&type=section&id=Contractual%20obligations) Details the company's ongoing contractual commitments, such as administrative fees and deferred underwriting discounts - The Company is **obligated to pay** an affiliate of the Sponsor **$20,000** per month for administrative services until the earlier of Business Combination completion or liquidation[161](index=161&type=chunk) - A **deferred underwriting discount** of **$4,025,000** is payable upon Business Combination, with payment terms recently amended to include cash and Company scrip[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) [Critical Accounting Policies](index=32&type=section&id=Critical%20Accounting%20Policies) States that management has not identified any critical accounting policies for the interim period - Management has **not identified any critical accounting policies**[164](index=164&type=chunk) [Recent Accounting Standards](index=32&type=section&id=Recent%20Accounting%20Standards) Indicates management's assessment of the impact of recently issued accounting pronouncements on the financial statements - Management believes **no recently issued, but not yet effective, accounting pronouncements would materially affect** the Company's unaudited financial statements[164](index=164&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) This item is not required for smaller reporting companies - The Company is a smaller reporting company and is **not required to provide quantitative and qualitative disclosures about market risk**[165](index=165&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures and reports on any changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=33&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Assesses the effectiveness of the company's disclosure controls and procedures as of the reporting date - As of August 31, 2024, the Company's principal executive officer and principal financial and accounting officer concluded that disclosure controls and procedures were **not effective at a reasonable assurance level**[167](index=167&type=chunk) [Changes in Internal Control over Financial Reporting](index=33&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Reports on any material changes in the company's internal control over financial reporting during the fiscal quarter - There were **no material changes** in the Company's internal control over financial reporting during the fiscal quarter ended August 31, 2024[168](index=168&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=Part%20II.%20Other%20Information) Presents additional disclosures not covered in the financial statements, including legal, risk, and equity information [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) This section states that there are no legal proceedings - The Company is **not currently involved in any legal proceedings**[170](index=170&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors, focusing on the impact of changes in laws or regulations, particularly SEC proposed rules for SPACs, and the additional burdens and risks associated with pursuing a target company with international operations - Changes in laws or regulations, or failure to comply, may **adversely affect the Company's ability** to negotiate and complete its initial Business Combination and results of operations[170](index=170&type=chunk)[171](index=171&type=chunk) - **Proposed SEC rules relating to SPACs could materially adversely affect** the Company's ability to complete its initial business combination and increase associated costs and time[172](index=172&type=chunk) - Pursuing an international target company for a Business Combination **exposes the Company to additional risks**, including cross-border operational complexities, currency fluctuations, political instability, and regulatory differences[173](index=173&type=chunk)[174](index=174&type=chunk)[176](index=176&type=chunk) - **Military actions and related economic sanctions** (e.g., Russia-Ukraine conflict) may materially and adversely affect the Company's ability to consummate a Business Combination or the operations of a target business[177](index=177&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of unregistered equity securities, including Founder Shares and Private Placement Warrants, and the use of proceeds from the Initial Public Offering and private placement - The Company **issued** **2,875,000** Founder Shares to the Sponsor for **$25,000**, which will convert into Class A ordinary shares upon Business Combination[179](index=179&type=chunk) - The Initial Public Offering involved the **sale** of **11,500,000** Units at **$10.00** each, generating **$115,000,000**, with each Unit comprising one Class A ordinary share and one redeemable warrant[180](index=180&type=chunk) - Simultaneously, **5,000,000** Private Placement Warrants were **sold** to the Sponsor for **$5,000,000**[182](index=182&type=chunk) - **Total transaction costs amounted to** **$5,724,785**, including **$1,150,000** in underwriting fees and **$4,025,000** in deferred underwriting fees[184](index=184&type=chunk) - **Net proceeds of** **$118,300,215** from the IPO and private placement were primarily placed in the Trust Account (**$117,300,000**)[184](index=184&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there are no defaults upon senior securities - There are **no defaults upon senior securities**[186](index=186&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that there are no mine safety disclosures - There are **no mine safety disclosures**[186](index=186&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report - There is **no other information to report**[186](index=186&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q - The report **includes certifications** from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2) and XBRL taxonomy extension documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[186](index=186&type=chunk) [PART III - SIGNATURES](index=38&type=section&id=Part%20III.%20Signatures) Contains the official certifications and signatures required for the quarterly report submission [Signatures](index=38&type=section&id=Signatures) Confirms the official signing and submission of the Form 10-Q report by authorized officers - The report was **signed on October 7, 2024**, by Tristan Lo, Co-Chief Executive Officer, Chairman, and Director, and David Andrada, Co-Chief Executive Officer, Chief Financial Officer, and Director[189](index=189&type=chunk)

Financial Performance - The company reported a net income of $218,246 for the three months ended May 31, 2024, primarily from interest income on marketable securities held in the Trust Account of $415,424[154]. - For the six months ended May 31, 2024, the company had a net income of $443,198, with interest income from marketable securities totaling $824,494[155]. - The company reported a net income of $1,805,669 for the six months ended May 31, 2023, with interest income from marketable securities totaling $2,677,905[157]. - For the six months ended May 31, 2024, net income was $443,198, influenced by interest earned on marketable securities of $824,494 and unrealized gains of $12,045[160]. Initial Public Offering - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit[158]. - The company incurred $5,724,785 in Initial Public Offering related costs, which included $1,150,000 in underwriting fees and $4,025,000 in deferred underwriting fees[159]. - The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, totaling $4,025,000, upon completion of the initial Business Combination[171]. Business Combination - The company entered into a Business Combination Agreement with Allrites Holdings Pte Ltd. on May 7, 2023, for a total consideration of $92,000,000 in Company Class A Ordinary Shares[140][142]. - If Allrites' recurring revenue exceeds $12,000,000 and $20,000,000 in the first and second Earnout Periods, respectively, the company will issue additional shares valued at $8,000,000 and $10,000,000[144]. - The company plans to use substantially all funds in the Trust Account to complete a Business Combination and any remaining proceeds for working capital to finance operations of the target business[163]. Trust Account and Liquidity - As of May 31, 2024, the Trust Account held a total of $31,740,998 in marketable securities, including $2,715,698 of interest income, net of unrealized losses[163]. - The company has a liquidity condition that raises substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination by July 18, 2024[167]. - The company has no long-term debt or off-balance sheet arrangements as of May 31, 2024[168]. Shareholder Actions - Shareholders approved the redemption of 8,708,304 Class A ordinary shares for a total payment of $92,514,424, approximately $10.62 per share[138]. Operating Activities - Cash used in operating activities for the six months ended May 31, 2024, was $199,677, compared to $328,046 for the same period in 2023, indicating a reduction of approximately 39.3%[160][162]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence[153]. Financing and Loans - As of May 31, 2024, the company received aggregate advances of $1,067,266 from the Sponsor, with $550,000 used for the Extension Payment into the Trust account[139]. - The company has the right to extend the deadline for its initial business combination by up to 12 one-month extensions through July 18, 2024, with an Extension Payment of $50,000 or $0.045 per share for each extension[137]. - Up to $1,500,000 of Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the lender's option[165]. - The company intends to use cash held outside the Trust Account primarily for identifying and evaluating target businesses and related due diligence[164].

Financial Performance - The company reported a net income of $224,952 for the three months ended February 29, 2024, compared to a net income of $983,179 for the same period in 2023[157][158]. - Interest income on marketable securities held in the Trust Account was $409,070 for the three months ended February 29, 2024, down from $1,249,613 in the prior year[157][158]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[156]. Initial Public Offering (IPO) - The company raised gross proceeds of $115,000,000 from the Initial Public Offering of 11,500,000 Units at $10.00 per Unit, including the full exercise of the over-allotment option[159]. - A total of $117,300,000 was placed in the Trust Account following the Initial Public Offering and the sale of Private Placement Warrants[160]. - The company incurred $5,724,785 in Initial Public Offering related costs, including $1,150,000 in underwriting fees[160]. - The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, totaling $4,025,000, upon completion of the initial Business Combination[170]. Business Combination Plans - Shareholders approved a proposal allowing the company to extend the deadline for completing its initial business combination to March 18, 2024, with a total of $400,000 deposited into the Trust Account[139]. - The company plans to issue 9,200,000 Class A Ordinary Shares to Allrites shareholders as part of the Business Combination, valued at $92,000,000[144]. - If Allrites' recurring revenue exceeds $12,000,000 and $20,000,000 in the first and second Earnout Periods, respectively, the company will issue additional shares valued at $8,000,000 and $10,000,000[146]. Financial Position and Liquidity - As of February 29, 2024, the Trust Account holds marketable securities totaling $31,156,815, including $2,281,515 in interest income[163]. - The company has cash of $131,593 available outside the Trust Account for evaluating target businesses and related expenses[164]. - Up to $1,500,000 in Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the lender's option[165]. - If additional financing is required to complete a Business Combination, the company may issue additional securities or incur debt[166]. - The company faces substantial doubt about its ability to continue as a going concern if it cannot raise additional funds or complete a Business Combination by July 18, 2023[167]. Accounting and Compliance - There are no off-balance sheet arrangements or obligations as of February 29, 2024[168]. - The company has no long-term debt or capital lease obligations, only a monthly payment of $20,000 to an affiliate for office-related services[169]. - Management has not identified any critical accounting policies that could materially affect the financial statements[172]. - Recent accounting pronouncements are not expected to have a material effect on the company's financial statements[173].

[FORM 10-K Cover Page Information](index=1&type=section&id=FORM%2010-K%20Cover%20Page%20Information) Aura FAT Projects Acquisition Corp, a Cayman Islands blank check company, filed its Annual Report on Form 10-K for the fiscal year ended November 30, 2023, with securities registered on Nasdaq - Aura FAT Projects Acquisition Corp is a blank check company incorporated in the Cayman Islands, filing its Annual Report on Form 10-K for the fiscal year ended November 30, 2023[1](index=1&type=chunk)[2](index=2&type=chunk) Securities Registered on Nasdaq | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | | :------------------ | :---------------- | :-------------------------------------- | | Units, each consisting of one Class A ordinary share and one redeemable warrant | AFARU | The Nasdaq Stock Market LLC | | Class A ordinary share, par value $0.0001 par value per share | AFAR | The Nasdaq Stock Market LLC | | Redeemable Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share | AFARW | The Nasdaq Stock Market LLC | - The registrant is classified as a Non-accelerated filer, a Smaller reporting company, and an Emerging growth company[7](index=7&type=chunk) Outstanding Shares as of February 26, 2024 | Class of Shares | Number of Shares Outstanding | | :-------------- | :--------------------------- | | Class A Ordinary Shares | 2,906,696 | | Class B Ordinary Shares | 2,875,000 | [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements based on management's expectations, which are subject to material differences due to various risk factors - The report contains forward-looking statements, identifiable by terms like 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'plans,' 'may,' 'will,' 'potential,' 'projects,' 'predicts,' 'continue,' or 'should,' with actual results potentially differing materially due to various factors[12](index=12&type=chunk)[13](index=13&type=chunk) - Key factors that could cause actual results to differ include the ability to complete an initial business combination, success in retaining key personnel, potential conflicts of interest, ability to obtain additional financing, and public securities liquidity[12](index=12&type=chunk)[14](index=14&type=chunk) [Definitions](index=5&type=section&id=Definitions) This section provides definitions for key terms used throughout the report, ensuring clarity and consistent understanding of financial and legal terminology - This section defines key terms such as 'board of directors,' 'charter,' 'Companies Act,' 'Continental,' 'DWAC System,' 'Exchange Act,' 'founder shares,' 'GAAP,' 'IFRS,' 'initial business combination,' 'initial public offering,' 'initial shareholders,' 'Investment Company Act,' 'JOBS Act,' 'MaloneBailey,' 'management,' 'Nasdaq,' 'Ordinary shares,' 'PCAOB,' 'private placement warrants,' 'public shares,' 'public shareholders,' 'public units,' 'public warrants,' 'Registration Statement,' 'Report,' 'Sarbanes-Oxley Act,' 'SEC,' 'Securities Act,' 'sponsor,' 'trust account,' 'units,' 'warrants,' and 'we,' 'us,' 'Company' or 'our Company'[15](index=15&type=chunk)[16](index=16&type=chunk) [PART I](index=7&type=section&id=PART%20I) This part covers the company's business operations, risk factors, unresolved staff comments, cybersecurity posture, property details, legal proceedings, and mine safety disclosures [Item 1. Business](index=7&type=section&id=Item%201.%20Business) Aura FAT Projects Acquisition Corp is a blank check company formed to effect a business combination, focusing on new financial services technology, Web 3.0, blockchain, cryptocurrency, and e-gaming in Southeast Asia and Australia - The Company is a blank check company incorporated on December 6, 2021, for a business combination, classified as a 'shell company' with no operations and nominal assets[18](index=18&type=chunk) - On April 18, 2022, the Company completed its IPO of 11.5 million units at $10.00 per unit, generating **$115 million**, and a private sale of 5 million Private Placement Warrants for **$5 million**[19](index=19&type=chunk)[20](index=20&type=chunk) - Shareholders approved an extension to complete an initial business combination from July 18, 2023, to July 18, 2024, via twelve one-month extensions[22](index=22&type=chunk) - On May 7, 2023, the Company entered a definitive Business Combination Agreement with Allrites Holdings Pte Ltd., a Singapore private company, making Allrites a wholly owned subsidiary[23](index=23&type=chunk)[24](index=24&type=chunk) - The business strategy focuses on identifying and completing an initial business combination with a company in new financial services technology, Web 3.0, blockchain, cryptocurrency, digital ledger, and e-gaming, particularly in Southeast Asia and Australia[32](index=32&type=chunk)[36](index=36&type=chunk) - As of November 30, 2023, the Company had **$30.60 million** available in the trust account for an initial business combination[53](index=53&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company, as a smaller reporting entity, provides a partial list of material risks, including its lack of operating history, going concern uncertainties, and potential for sponsor profit despite public shareholder losses - The Company is a newly incorporated Cayman Islands exempt company with no operating history or revenues, raising 'going concern' uncertainties[118](index=118&type=chunk) - Risks include failure to complete the initial business combination within the timeframe, limited shareholder rights to trust funds, and potential third-party claims liability[118](index=118&type=chunk)[119](index=119&type=chunk) - Other risks involve conflicts of interest of the sponsor, officers, and directors, limited ability to assess target management, potential inability to obtain additional financing, and adverse effects of warrants on ordinary share market price[119](index=119&type=chunk) [Item 1B. Unresolved Staff Comments](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report - The Company has no unresolved staff comments[121](index=121&type=chunk) [Item 1C. Cybersecurity](index=26&type=section&id=Item%201C.%20Cybersecurity) As a special purpose acquisition company with no business operations, the Company does not consider itself to face significant cybersecurity risk and has not adopted a formal cybersecurity risk management program - As a special purpose acquisition company with no business operations, the Company does not consider itself to face significant cybersecurity risk[122](index=122&type=chunk) - The Company has not adopted a formal cybersecurity risk management program or processes, with the board of directors generally overseeing such risks[122](index=122&type=chunk) - No cybersecurity incidents have been encountered since the Company's IPO[122](index=122&type=chunk) [Item 2. Properties](index=26&type=section&id=Item%202.%20Properties) The Company's executive offices are located in Singapore, for which it pays a monthly fee to an affiliate of its sponsor, covering office space, utilities, and administrative support - The Company's executive offices are located at 1 Phillip Street, 09-00, Royal One Phillip, Singapore, 048692[123](index=123&type=chunk) - A monthly fee of **$20,000** is paid to Fat Ventures Pte. Ltd., an affiliate of the sponsor, for office space, utilities, and administrative support[123](index=123&type=chunk) - The current office space is considered adequate for the Company's operations[123](index=123&type=chunk) [Item 3. Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) To the best of management's knowledge, there are no legal proceedings currently pending or contemplated against the Company, its officers, directors, or property - There is no litigation currently pending or contemplated against the Company, its officers, or directors[124](index=124&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[125](index=125&type=chunk) [PART II](index=28&type=section&id=PART%20II) This part covers market information, financial condition, results of operations, market risk disclosures, financial statements, accounting changes, controls and procedures, and other information [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Shareholder%20Matters,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The Company's units, public shares, and public warrants are traded on Nasdaq, with limited record holders, no cash dividends paid, and no equity compensation plans authorized - The Company's units, public shares, and public warrants are traded on Nasdaq under symbols 'AFARU,' 'AFAR,' and 'AFARW,' with units commencing public trading on April 13, 2022, and shares/warrants on June 3, 2022[128](index=128&type=chunk) Holders of Record as of February 26, 2024 | Security Type | Number of Holders of Record | | :-------------------- | :-------------------------- | | Units | 1 | | Class A ordinary share | 4 | | Warrants | 2 | - The Company has not paid any cash dividends on its ordinary shares to date and does not intend to prior to completing its initial business combination[130](index=130&type=chunk) Use of Proceeds from Initial Public Offering and Private Placement | Source | Gross Proceeds | | :----------------------------------- | :------------- | | Initial Public Offering (11.5M units) | $115,000,000 | | Private Placement (5M warrants) | $5,000,000 | | Total placed in Trust Account | $117,300,000 | [Item 6. [Reserved]](index=28&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The Company, a blank check entity, has not generated operating revenues and continues to incur significant costs in pursuit of a business combination, facing a working capital deficit and going concern uncertainties - The Company is a blank check company with no operating revenues to date, incurring significant costs in pursuit of a business combination[139](index=139&type=chunk)[156](index=156&type=chunk) - Shareholders approved an extension to complete an initial business combination until July 18, 2024, with the sponsor depositing **$50,000** or **$0.045** per share for each one-month extension, totaling **$250,000** for five extensions as of November 30, 2023[141](index=141&type=chunk) - Holders of 8,708,304 Class A ordinary shares exercised redemption rights for **$92.51 million**, or approximately **$10.62** per share, in connection with extension and NTA proposals[142](index=142&type=chunk) - A definitive Business Combination Agreement was entered into with Allrites Holdings Pte Ltd. on May 7, 2023, where Allrites shareholders will receive **9.2 million** Company Class A Ordinary Shares (valued at **$92 million**) and potential earnout shares based on future recurring revenue thresholds[144](index=144&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) Net Income Summary | Period | Net Income | | :-------------------------------------- | :--------- | | Year Ended November 30, 2023 | $2,410,775 | | Period from Dec 6, 2021 (inception) to Nov 30, 2022 | $817,089 | - As of November 30, 2023, the Company had **$233,088** in cash and marketable securities of **$30.60 million** in the Trust Account, but a working capital deficit of **$1.57 million**, raising substantial doubt about its ability to continue as a going concern without additional funds or completing a business combination by March 18, 2024[163](index=163&type=chunk)[164](index=164&type=chunk)[168](index=168&type=chunk)[294](index=294&type=chunk)[296](index=296&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the Company is not required to provide quantitative and qualitative disclosures about market risk - Quantitative and Qualitative Disclosures about Market Risk are not required for smaller reporting companies[174](index=174&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=33&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item refers to the Company's audited financial statements and supplementary data, which are included elsewhere in the report - Financial statements and supplementary data are included following Item 15 of this Report[175](index=175&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=34&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in and disagreements with accountants on accounting and financial disclosure[177](index=177&type=chunk) [Item 9A. Controls and Procedures](index=34&type=section&id=Item%209A.%20Controls%20and%20Procedures) The Company's disclosure controls and procedures were not effective as of November 30, 2023, due to material weaknesses in internal controls, with no material changes in internal control over financial reporting during the most recent fiscal quarter - The Company's disclosure controls and procedures were not effective as of November 30, 2023, due to material weaknesses in written policies and procedures of internal controls[179](index=179&type=chunk) - Management determined that the Company did not maintain effective internal control over financial reporting as of November 30, 2023, based on the COSO framework[181](index=181&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[182](index=182&type=chunk) [Item 9B. Other Information](index=35&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - There is no other information to report under this item[183](index=183&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=35&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the Company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[184](index=184&type=chunk) [PART III](index=36&type=section&id=PART%20III) This part details the Company's directors, executive officers, corporate governance, executive compensation, security ownership, related party transactions, and principal accountant fees and services [Item 10. Directors, Executive Officers and Corporate Governance](index=36&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The Company's board of directors, including independent members, oversees financial reporting and executive compensation through established audit and compensation committees, and has adopted a Code of Ethics Directors and Executive Officers | Name | Age | Position | | :-------------- | :-- | :------------------------------------------ | | Tristan Lo | 40 | Co-Chief Executive Officer, Director and Chairman of Board | | David Andrada | 42 | Co-Chief Executive Officer, Chief Financial Officer and Director | | Calvin Ng | 40 | Director | | Nils Michaelis | 49 | Director | | Thorsten Neumann| 41 | Independent Director | | Aneel Ranadive | 39 | Independent Director | | John Laurens | 62 | Independent Director | | Jay McCarthy | 60 | Independent Director | | Andrew Porter | 45 | Independent Director | - The Company has 8 directors, with officers appointed by the board at its discretion, and has established an audit committee and a compensation committee[203](index=203&type=chunk)[204](index=204&type=chunk) - The audit committee consists of independent directors Jay McCarthy, John Laurens (Chair), and Thorsten Neumann, with John Laurens qualifying as an 'audit committee financial expert'[206](index=206&type=chunk)[207](index=207&type=chunk) - The compensation committee consists of independent directors Andrew Porter (Chair) and Aneel Ranadive[208](index=208&type=chunk) - The Company has adopted a Code of Ethics applicable to its directors, officers, and employees[216](index=216&type=chunk) [Item 11. Executive Compensation](index=43&type=section&id=Item%2011.%20Executive%20Compensation) None of the Company's officers have received cash compensation for services rendered, with administrative fees paid to an affiliate and potential future consulting fees post-business combination - None of the Company's officers have received any cash compensation for services rendered[217](index=217&type=chunk) - A monthly payment of **$20,000** is made to Fat Ventures Pte. Ltd., an affiliate of the sponsor, for office space, utilities, and administrative support, with out-of-pocket expenses reimbursed[217](index=217&type=chunk) - After completing an initial business combination, directors or management team members remaining with the combined company may receive consulting or management fees, which will be fully disclosed to shareholders[218](index=218&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=44&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) As of February 26, 2024, the sponsor and executive officers/directors as a group beneficially own 49.73% of total outstanding ordinary shares, with founder shares subject to transfer restrictions Beneficial Ownership of Ordinary Shares as of February 26, 2024 | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Outstanding Class B Ordinary Shares | Percentage of Total Outstanding Ordinary Share | | :----------------------------------- | :---------------------------------- | :------------------------------------------------ | :--------------------------------------------- | | Aura FAT Projects Capital LLC | 2,875,000 | 100% | 49.73% | | All executive officers and directors as a group (9 individuals) | 2,875,000 | 100% | 49.73% | - Founder shares (Class B ordinary shares) are subject to transfer restrictions until the earlier of one year after the business combination or specific share price/liquidation events[221](index=221&type=chunk) - There are no securities authorized for issuance under equity compensation plans and no changes in control have occurred[224](index=224&type=chunk)[225](index=225&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=45&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The Company has several related party transactions, including sponsor share purchases, monthly administrative fees, and potential working capital loans, all reviewed by the audit committee, with a majority of the board being independent - The sponsor purchased **2.875 million** founder shares for **$25,000** and **5 million** private placement warrants for **$5 million**[226](index=226&type=chunk)[227](index=227&type=chunk) - The Company pays Fat Projects Pte. Ltd., an affiliate of its sponsor, **$20,000** per month for office space, utilities, and administrative support[228](index=228&type=chunk) - The sponsor or its affiliates may provide non-interest-bearing working capital loans, convertible into warrants, to finance transaction costs for an initial business combination[231](index=231&type=chunk) - The Company has adopted a code of ethics, and its audit committee is responsible for reviewing and approving related party transactions to minimize conflicts of interest[235](index=235&type=chunk)[237](index=237&type=chunk) - A majority of the Company's board of directors are independent, with Tristan Lo, David Andrada, Nils Michaelis, and Calvin Ng identified as non-independent[241](index=241&type=chunk) [Item 14. Principal Accountant Fees and Services](index=48&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) MaloneBailey serves as the independent registered public accounting firm, with audit fees for the fiscal year ended November 30, 2023, totaling approximately $77,500, and all services pre-approved by the audit committee - MaloneBailey acts as the Company's independent registered public accounting firm[243](index=243&type=chunk) Principal Accountant Fees | Fee Type | Year Ended Nov 30, 2023 | Period Dec 6, 2021 (inception) to Nov 30, 2022 | | :-------------- | :---------------------- | :--------------------------------------------- | | Audit Fees | $77,500 | $72,800 | | Audit-Related Fees| None | None | | Tax Fees | None | None | | All Other Fees | None | None | - The audit committee pre-approves all auditing services and permitted non-audit services[248](index=248&type=chunk) [PART IV](index=49&type=section&id=PART%20IV) This part lists the exhibits, financial statements, and financial statement schedules included in the report, along with a statement on the Form 10-K Summary's applicability [Item 15. Exhibits, Financial Statements and Financial Statement Schedules](index=49&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statements%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the report, including the Report of Independent Registered Public Accounting Firm and various financial statements - The report includes audited financial statements: Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and Notes to Financial Statements[251](index=251&type=chunk) - All financial statement schedules are omitted as not applicable or immaterial[252](index=252&type=chunk) - A comprehensive list of exhibits is filed as part of this Report, with details on incorporation by reference[252](index=252&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) [Item 16. Form 10-K Summary](index=49&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the Company - Form 10-K Summary is not applicable[253](index=253&type=chunk) [Signatures](index=72&type=section&id=Signatures) The Report was signed on February 26, 2024, by the Co-Chief Executive Officers and other directors - The Report was signed on February 26, 2024, by Tristan Lo (Co-Chief Executive Officer and Chairman and Director) and David Andrada (Co-Chief Executive Officer and Chief Financial Officer and Director), along with other directors[373](index=373&type=chunk)[374](index=374&type=chunk) [Financial Statements Index](index=51&type=section&id=Financial%20Statements%20Index) The financial statements index lists the Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and Notes to Financial Statements - The financial statements index lists the Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and Notes to Financial Statements[260](index=260&type=chunk) [Report of Independent Registered Public Accounting Firm](index=52&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) MaloneBailey, LLP issued an unqualified opinion on the Company's financial statements but highlighted a 'Going Concern Matter' due to liquidation risk if a business combination is not completed - MaloneBailey, LLP, the independent registered public accounting firm, issued an unqualified opinion on the Company's financial statements for the periods ended November 30, 2023, and 2022[262](index=262&type=chunk) - The auditors highlighted a 'Going Concern Matter' due to the Company's dependence on completing a business combination within a prescribed period and the risk of liquidation if unsuccessful, raising substantial doubt about its ability to continue as a going concern[263](index=263&type=chunk) - The audit was conducted in accordance with PCAOB standards, but the Company was not required to have, nor were the auditors engaged to perform, an audit of its internal control over financial reporting[265](index=265&type=chunk) [Financial Statements](index=53&type=section&id=Financial%20Statements) This section presents the Company's core financial statements, including Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and accompanying Notes [Balance Sheets](index=53&type=section&id=Balance%20Sheets) The balance sheets show a significant decrease in total assets and Class A ordinary shares subject to possible redemption from November 30, 2022, to November 30, 2023, primarily due to share redemptions Balance Sheet Summary (Selected Items) | Item | Nov 30, 2023 | Nov 30, 2022 | | :-------------------------------------------- | :------------ | :------------- | | Total Assets | $30,968,480 | $119,266,406 | | Cash | $233,088 | $360,530 | | Cash and marketable securities held in Trust Account | $30,604,459 | $118,785,342 | | Total Current Liabilities | $1,929,825 | $124,102 | | Deferred underwriting commission | $4,025,000 | $4,025,000 | | Class A ordinary shares subject to possible redemption | $30,604,459 | $118,785,342 | | Total Shareholders' Deficit | $(5,590,804) | $(3,668,038) | [Statements of Operations](index=54&type=section&id=Statements%20of%20Operations) The Company reported a net income of $2.41 million for the year ended November 30, 2023, primarily driven by interest income from marketable securities in the Trust Account, offsetting operating and formation costs Statements of Operations Summary | Item | Year Ended Nov 30, 2023 | Period from Dec 6, 2021 (Inception) Through Nov 30, 2022 | | :-------------------------------------------- | :---------------------- | :------------------------------------------------------- | | Operating and formation costs | $1,673,108 | $668,272 | | Interest earned on marketable securities held in Trust Account | $4,082,917 | $1,483,349 | | Net income | $2,410,775 | $817,089 | | Basic and diluted net income per share, Class A ordinary shares | $0.22 | $0.08 | - Net income for the year ended November 30, 2023, was **$2.41 million**, primarily from interest income on trust account securities (**$4.08 million**), offset by operating and formation costs (**$1.67 million**)[157](index=157&type=chunk)[272](index=272&type=chunk) - Basic and diluted net income per share for Class A ordinary shares increased from **$0.08** in the prior period to **$0.22** for the year ended November 30, 2023[272](index=272&type=chunk) [Statements of Changes in Shareholders' Deficit](index=55&type=section&id=Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The statements reflect a significant increase in accumulated deficit from $(3.67 million) at November 30, 2022, to $(5.59 million) at November 30, 2023, primarily due to accretion of Class A ordinary shares to redemption value Shareholders' Deficit Changes | Item | Nov 30, 2023 | Nov 30, 2022 | | :-------------------------------------------- | :------------ | :------------- | | Accumulated deficit | $(5,591,104) | $(3,668,338) | | Total Shareholders' Deficit | $(5,590,804) | $(3,668,038) | - The accumulated deficit increased by approximately **$1.92 million** from November 30, 2022, to November 30, 2023, driven by accretion of Class A ordinary shares to redemption value (**$4.08 million**) and extension funds (**$250,000**), partially offset by net income (**$2.41 million**)[274](index=274&type=chunk) [Statements of Cash Flows](index=56&type=section&id=Statements%20of%20Cash%20Flows) For the year ended November 30, 2023, cash used in operating activities was $677,442, while investing activities provided $92.26 million, and financing activities used $91.71 million, resulting in a net cash decrease of $127,442 Cash Flow Summary | Cash Flow Activity | Year Ended Nov 30, 2023 | Period from Dec 6, 2021 (Inception) To Nov 30, 2022 | | :-------------------------------------- | :---------------------- | :-------------------------------------------------- | | Net cash used in operating activities | $(677,442) | $(664,685) | | Net cash provided by (used in) investing activities | $92,264,424 | $(117,300,000) | | Net cash (used in) provided by financing activities | $(91,714,424) | $118,325,215 | | Net Change in Cash | $(127,442) | $360,530 | | Cash – End of period | $233,088 | $360,530 | - Cash used in operating activities was **$677,442** for the year ended November 30, 2023, influenced by net income and interest earned on marketable securities[161](index=161&type=chunk)[276](index=276&type=chunk) - Investing activities saw a significant inflow of **$92.26 million**, primarily due to **$92.51 million** cash withdrawn from the Trust Account in connection with redemptions[161](index=161&type=chunk)[276](index=276&type=chunk) - Financing activities resulted in a net outflow of **$91.71 million**, largely due to the redemption of common stock (**$92.51 million**) and partially offset by advances from related parties (**$550,000**)[276](index=276&type=chunk) [Notes to Financial Statements](index=57&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the Company's organization, accounting policies, proposed business combination with Allrites, going concern uncertainty, related party transactions, and shareholder equity components - The Company is a Cayman Islands exempted company, a blank check company formed on December 6, 2021, for a Business Combination, and has not commenced operations or generated operating revenues[278](index=278&type=chunk)[279](index=279&type=chunk) - The Company consummated its IPO on April 18, 2022, raising **$115 million** from units and **$5 million** from private placement warrants, with **$117.3 million** placed in a Trust Account[280](index=280&type=chunk)[281](index=281&type=chunk)[285](index=285&type=chunk) - A definitive Business Combination Agreement was entered into with Allrites Holdings Pte Ltd. on May 7, 2023, involving a share recapitalization and exchange of **9.2 million** Company Class A Ordinary Shares for Allrites shareholders, plus potential earnout shares[297](index=297&type=chunk)[338](index=338&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk) - The Company faces a 'Going Concern Consideration' due to a working capital deficit of **$1.57 million** as of November 30, 2023, and the need to complete a Business Combination by March 18, 2024, or liquidate[294](index=294&type=chunk)[296](index=296&type=chunk) - Related party transactions include the sponsor's purchase of founder shares and private placement warrants, a **$20,000** monthly administrative fee to an affiliate, and advances from the sponsor totaling **$800,000** for the year ended November 30, 2023[325](index=325&type=chunk)[327](index=327&type=chunk)[332](index=332&type=chunk) - The Company's Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value, which was **$30.60 million** as of November 30, 2023, following significant redemptions[309](index=309&type=chunk)[312](index=312&type=chunk)

Financial Performance - For the three months ended August 31, 2023, the company reported a net income of $553,286, consisting of interest income of $1,009,563 and an unrealized gain of $9,101, offset by operating costs of $465,378[149]. - For the nine months ended August 31, 2023, the company had a net income of $2,358,955, with interest income of $3,687,468 and an unrealized gain of $3,730, against operating costs of $1,332,243[150]. - The company incurred cash used in operating activities of $540,784 for the nine months ended August 31, 2023[155]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence activities[148]. - Cash used in operating activities from December 6, 2021, to August 31, 2022, was $493,906, with a net income of $147,226[156]. Initial Public Offering - The company raised gross proceeds of $115,000,000 from the Initial Public Offering of 11,500,000 Units at $10.00 per Unit, including the full exercise of the over-allotment option[153]. - Following the Initial Public Offering, a total of $117,300,000 was placed in the Trust Account after incurring $5,724,785 in related costs[154]. - A deferred underwriting discount of 3.5% on gross IPO proceeds, totaling $4,025,000, is payable upon completion of the initial Business Combination[164]. Business Combination - The company entered into a Business Combination Agreement with Allrites Holdings Pte Ltd., with an aggregate exchange consideration of 9,200,000 Company Class A Ordinary Shares valued at $92,000,000[138]. - Additional earnout consideration includes 800,000 shares for exceeding $12,000,000 in revenue in the first earnout period and 1,000,000 shares for exceeding $20,000,000 in the second earnout period[139]. - The company has the right to extend the deadline for completing its initial business combination to July 18, 2024, with an aggregate deposit of $150,000 made into the Trust Account for the first three one-month extensions[133]. Shareholder Activity - Shareholders redeemed 8,708,304 Class A ordinary shares for approximately $92,514,424, or about $10.62 per share, during the voting on the NTA Proposal[134]. Financial Position - As of August 31, 2023, the Trust Account held marketable securities totaling $30,012,116, including $1,486,817 of interest income, net of unrealized losses[157]. - The company had cash of $44,746 outside the Trust Account as of August 31, 2023, intended for evaluating target businesses and completing a Business Combination[158]. - The company may need to obtain additional financing to complete a Business Combination or due to potential redemptions of Public Shares, which could involve issuing additional securities or incurring debt[160]. - If additional funds are not raised by July 18, 2023, the company may cease operations except for liquidation purposes[161]. - The company has no off-balance sheet arrangements or long-term liabilities, except for a monthly payment of $20,000 to an affiliate of the Sponsor for administrative support[162][163]. Accounting Policies - The company has not identified any critical accounting policies that could materially affect financial statements[166]. - Management does not anticipate that recently issued accounting pronouncements will have a material effect on the financial statements[167].

Financial Performance - The company reported a net income of $822,490 for the three months ended May 31, 2023, driven by interest income of $1,428,292 from marketable securities, offset by operating costs of $604,307 and an unrealized loss of $1,495[146]. - For the six months ended May 31, 2023, the company achieved a net income of $1,805,669, with interest income totaling $2,677,905, while incurring operating costs of $866,865 and an unrealized loss of $5,371[147]. - As of May 31, 2023, the company held marketable securities in the Trust Account valued at $121,457,876, which includes $4,157,876 of interest income[154]. - As of May 31, 2023, the company had cash of $32,484 available for operational activities and due diligence on prospective target businesses[155]. - The company has no long-term debt or significant liabilities, except for a monthly payment of $20,000 to an affiliate for office space and administrative support[161]. Initial Public Offering - The company completed its Initial Public Offering on April 18, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units, including the full exercise of the over-allotment option[150]. - The company incurred $5,724,785 in costs related to the Initial Public Offering, including underwriting fees and other offering costs[151]. - A deferred underwriting discount of 3.5% on gross IPO proceeds, totaling $4,025,000, will be payable upon completion of the initial Business Combination[162]. Business Combination Agreement - The company has entered into a Business Combination Agreement with Allrites Holdings Pte Ltd., with an exchange consideration of 9,200,000 Company Class A Ordinary Shares valued at $92,000,000[134]. - Additional consideration for the Business Combination includes potential issuance of 800,000 shares valued at $8,000,000 if recurring revenue exceeds $12,000,000 in the first Earnout Period, and 1,000,000 shares valued at $10,000,000 if it exceeds $20,000,000 in the second Earnout Period[135]. - The Business Combination Agreement may be terminated under certain conditions, including failure to close by July 18, 2023, unless an extension is approved[137]. Going Concern and Risks - The company faces substantial doubt about its ability to continue as a going concern if it cannot raise additional funds or complete a Business Combination by July 18, 2023[158]. - The company may incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination[131]. Accounting Policies - Management has not identified any critical accounting policies that could materially affect the financial statements[163]. - Recent accounting standards are not expected to have a material effect on the company's financial statements if adopted[164]. - There are no off-balance sheet arrangements, obligations, assets, or liabilities as of May 31, 2023[160].

Financial Performance - For the three months ended February 28, 2023, the company reported a net income of $983,179, driven by interest income of $1,249,613 from marketable securities held in the Trust Account[117]. - Cash used in operating activities for the three months ended February 28, 2023, was $220,839, with net income impacted by interest earned and unrealized losses on marketable securities[120]. Marketable Securities - As of February 28, 2023, the company had marketable securities in the Trust Account totaling $120,031,079, which includes $2,731,079 of interest income, net of unrealized losses[122]. Initial Public Offering - The company completed its Initial Public Offering on April 18, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[118]. - The company incurred $5,724,785 in costs related to the Initial Public Offering, including $1,150,000 in underwriting fees[119]. Business Operations and Future Plans - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[122]. - If the company cannot complete a Business Combination by July 18, 2023, it will cease operations except for liquidation purposes, raising concerns about its ability to continue as a going concern[127]. - The company intends to use cash held outside the Trust Account primarily for identifying and evaluating target businesses[123]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of February 28, 2023[128]. - The company has a contractual obligation to pay $20,000 per month to an affiliate of the Sponsor for office space and related support[129].

IPO and Financing - The company completed its initial public offering on April 18, 2022, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[21]. - An additional $5 million was generated from the private sale of 5,000,000 Private Placement Warrants at $1.00 each[22]. - A total of $117.3 million from the IPO and private placement warrants was placed in a U.S.-based trust account, which can only be invested in U.S. government securities or money market funds[124]. - The company has $118,785,342 available for an initial business combination as of November 30, 2022, providing options for liquidity events, capital for growth, or debt reduction[44]. - The company intends to complete its initial business combination using cash from its initial public offering and may seek additional financing if necessary[45][47]. - The company may seek up to $1,500,000 in Working Capital Loans, convertible into warrants at $1.00 per warrant, to fund working capital deficiencies or transaction costs related to a Business Combination[135]. - The company received a loan of up to $300,000 from its sponsor for initial public offering expenses, with a balance of $83,954 paid off by June 22, 2022, leaving no outstanding balance as of November 30, 2022[200]. Business Combination Strategy - The company has a 15-month period from the IPO closing date to complete its initial business combination, extendable up to 21 months if necessary[23]. - The initial business combination must have an aggregate fair market value of at least 80% of the assets held in the trust account[30]. - The company may pursue initial business combinations with financially unstable or early-stage businesses, which carries inherent risks[53]. - The company intends to pursue a business combination using cash from the IPO proceeds, private placement warrants, shares, debt, or a combination thereof[126]. - The company may not have the resources to diversify operations post-business combination, focusing on a single industry[56]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[51]. - The company may continue to seek a different target for the initial business combination until July 18, 2023, or January 18, 2024, if the period is extended[80]. Due Diligence and Target Selection - The company plans to conduct thorough due diligence on prospective target businesses, including financial reviews and management interviews[32]. - The target business must demonstrate a solid technological base and a motivated management team[29]. - The company expects to conduct thorough due diligence on prospective target businesses, including management meetings and financial reviews[54]. - The company may face limitations in identifying potential business combination targets due to the requirement for audited financial statements[100]. Financial Performance and Reporting - The company reported a net income of $817,089 for the period from December 6, 2021, to November 30, 2022, primarily from interest income on marketable securities[129]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[128]. - As of November 30, 2022, cash used in operating activities was $664,685, with a net income of $817,089 influenced by interest earned on marketable securities of $1,483,349 and an unrealized gain of $1,993[132]. - The Trust Account held marketable securities totaling $118,785,342, which includes $1,485,342 of interest income and unrealized gains, primarily in U.S. Treasury Bills with a maturity of 185 days or less[133]. - The company is required to file periodic reports with the SEC, including annual and quarterly financial statements audited by independent accountants[98]. Shareholder Rights and Redemption - The company will provide public shareholders with the opportunity to redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[65]. - The company may not redeem public shares unless net tangible assets are at least $5,000,001 upon consummation of the initial business combination[72]. - If shareholder approval is required, a public shareholder can seek redemption rights for no more than 15% of the shares sold in the initial public offering[74]. - The tender offer for redeeming shares will remain open for at least 20 business days[71]. - If public shareholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn[71]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the trust account[79]. - Public shareholders will not have redemption rights for warrants, which will expire worthless if the business combination is not completed within the specified time[82]. Management and Governance - The management team has significant experience in sourcing and executing transactions in the Asia Pacific region, providing a competitive advantage[25]. - The board of directors consists of 8 members, with no requirement for an annual meeting until one year after the first fiscal year end following the Nasdaq listing[172]. - The audit committee includes independent directors Jay McCarthy, John Laurens, and Thorsten Neumann, with John Laurens serving as chair[174]. - The company has established a compensation committee, chaired by Andrew Porter, to oversee executive compensation and related policies[176]. - The majority of the board of directors is independent, with only four members not classified as independent directors[210]. - The company has a code of ethics to avoid conflicts of interest, with related party transactions reviewed and approved by the audit committee[206]. Risks and Challenges - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[96]. - If additional funds are not raised by July 18, 2023, the company may cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[137]. - The company must maintain net tangible assets of at least $5,000,001 to avoid being subject to SEC's "penny stock" rules[85]. - The per-share redemption amount could be less than $10.20 due to potential creditor claims against the trust account[87]. Compensation and Expenses - The company has not paid any cash compensation to its officers, except for a monthly payment of $20,000 to Fat Ventures Pte. Ltd. for administrative support[184]. - No compensation will be paid to sponsors, officers, or directors prior to the completion of the initial business combination, except for reimbursement of out-of-pocket expenses[208]. - Monthly fees of $20,000 are paid to Fat Projects Pte. Ltd. for office space and administrative support, ceasing upon the completion of the initial business combination[198]. - A deferred underwriting discount of 3.5% on the gross proceeds of the IPO, totaling $4,025,000, will be payable upon completion of the initial Business Combination[140]. - Audit fees for the period from December 6, 2021, to November 30, 2022, amounted to approximately $72,800 for services related to the initial public offering and financial statement audits[214].