Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2024

Aura FAT Projects Acquisition Corp

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

Cayman Islands

001-901886

N/A

(State or other jurisdiction of
incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Phillip Street, #09-00, Royal One Phillip

Singapore, 048692

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code +65-3135-1511

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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, $0.0001 par value per share	AFAR	The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	AFARW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors: Appointment of Principal Officers

Resignation of Director

On May 4, 2024, Nils Michaelis resigned from the board of directors of the Company, for personal reasons as set forth in his resignation letter, a copy of which is attached as Exhibit 99.1.

Item 9.01.

Exhibits.

Exhibit Number		Description of Exhibit
99.1		Resignation Letter dated May 4, 2024.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

SIGNATURES

Under the requirements of the Securities Exchange Act of 1934, as amended, the Company has caused this report to be signed by the duly authorized undersigned.

	Aura FAT Projects Acquisition Corp

Date: May 27, 2024	By:	/s/ David Andrada
		David Andrada
		Co-Chief Executive Officer

Exhibit 99.1

Nils Michaelis

9 Keppel Bay View #02-39

Singapore 098407

Singapore

4 May 2024

Tristan Lo
CEO & Chairman
Aura FAT Projects Acquisition Corp

1 Phillip Street, #09-00

Royal One Phillip

Singapore, 048692

Dear Tristan,

I formally resign as President, Chief Operating Officer, and Head of Mergers & Acquisitions as well as from my role as Director of the Board of Aura FAT Projects Acquisition Corp effective immediately.

Thank you for the opportunity to contribute during my tenure and wish you and the company all the best.

Please acknowledge receipt of my resignation and register it as required as part of listing and regulatory requirements.

Sincerely,

/s/ Nils Michaelis
Nils Michaelis

Cover	May 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 04, 2024
Entity File Number	001-901886
Entity Registrant Name	Aura FAT Projects Acquisition Corp
Entity Central Index Key	0001901886
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1 Phillip Street
Entity Address, Address Line Two	#09-00
Entity Address, City or Town	Royal One Phillip
Entity Address, Country	SG
Entity Address, Postal Zip Code	048692
City Area Code	+65
Local Phone Number	3135-1511
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant
Trading Symbol	AFARU
Security Exchange Name	NASDAQ
Class A Ordinary Share, $0.0001 par value per share
Title of 12(b) Security	Class A Ordinary Share, $0.0001 par value per share
Trading Symbol	AFAR
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	AFARW
Security Exchange Name	NASDAQ