Aura FAT Projects Acquisition p(AFAR) - 2024 Q2 - Quarterly Report

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].