As filed with the Securities and Exchange Commission on November 25, 2022.January 5, 2023.

Registration No. 333-267741

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 12
TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Fat Projects Acquisition Corp

(Exact name of registrant as specified in its charter)

27 Bukit Manis Road

Singapore, 099892

Telephone: 65-8590-2056

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, New York 10168
Telephone: 1-800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after (i) this Registration Statement becomes effective and (ii) upon completion of the transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED NOVEMBER [●], 2022JANUARY 5, 2023

PROXY STATEMENT FOR GENERAL MEETING OF SHAREHOLDERS
OF

FAT PROJECTS ACQUISITION CORP

AND

PROSPECTUS FOR UP TO [●] CLASS A ORDINARY SHARES

OF

FAT PROJECTS ACQUISITION CORP

On August 26, 2022, Fat Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 374480 (“FATP”), entered into a business combination agreement, as amended pursuant to Amendment No. 1 thereto dated as of October 3, 2022 (as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) with Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares (“Avanseus”). The Business Combination Agreement, among other things, (i) anticipates that each holder of Avanseus Ordinary Shares and Avanseus Non-Voting Shares will exchange each such outstanding Avanseus share for 0.318496 FATP Class A Ordinary Shares (rounded down to the nearest whole share) (the “Exchange” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), and provides that Avanseus will thereby become a wholly-owned subsidiary of FATP, and (ii) provides that each Avanseus Restricted Share Award outstanding with respect to Avanseus Ordinary Shares or Avanseus Non-Voting Shares that is not vested at the effective time of the Exchange will be amended to provide that FATP assumes and replaces Avanseus as the grantor of Unvested Grant Shares and the grantee becomes entitled to receive 0.318496 FATP Class A Ordinary Shares in place of each unvested Avanseus share if and when vesting occurs.

As consideration for the Exchange, holders of outstanding Avanseus Ordinary Shares and/or Avanseus Non-Voting Shares collectively will be entitled to receive from FATP an aggregate of 9,350,307 FATP Class A Ordinary Shares, which FATP and Avanseus agreed are valued at $10.00 per share for an aggregate value equal to $93,503,070, for the outstanding Avanseus Ordinary Shares and Avanseus Non-Voting Shares, and grantees under Restricted Share Awards for Avanseus Ordinary Shares or Avanseus Non-Voting Shares that have not fully vested at the effective time of the Exchange will become entitled to receive an aggregate of 149,693 FATP Class A Ordinary Shares if all of such shares vest in accordance with the provisions of the amended Restricted Share Awards, for total consideration of 9,500,000 FATP Class A Ordinary Shares having an aggregate value of $95,000,000.

In connection with the Business Combination, FATP will change its corporate name to “Avanseus Holdings Corporation” (“New Avanseus”). References in this proxy statement/prospectus to “Avanseus” are to Avanseus Holdings Pte. Ltd. prior to the consummation of the Business Combination, and references to “New Avanseus” are to Fat Projects Acquisition Corp, under its new corporate name after the consummation of the Business Combination.

Proposals to approve the Business Combination Agreement, the other transaction documents, and the transactions contemplated thereby and the other matters discussed in this proxy statement/prospectus will be presented at the General Meeting of shareholders of FATP scheduled to be held on [●], 2023. All of the independent directors of the board of directors of FATP (the “FATP Board”) unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Exchange, are in the best interests of FATP and its shareholders and recommended that the FATP Board approve the Business Combination Agreement. Based on the recommendation of the independent directors, the FATP Board unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Exchange, and recommends that you vote or give instruction to vote “FOR” the approval of the Business Combination Agreement, the other transaction documents, and the transactions contemplated thereby as well as the other proposals described in this proxy statement/prospectus. When you consider the FATP Board’s recommendation of these proposals, you should keep in mind that FATP’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of FATP shareholders generally. See the section entitled “The Business Combination Proposal; Terms of the Business Combination — Interests of FATP’s Directors and Officers in the Business Combination” of this proxy statement/prospectus for additional information. The FATP Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to FATP shareholders that they vote in favor of the proposals presented at the meeting.

See the section entitled “The Business Combination Proposal; Terms of the Business Combination — The Business Combination Agreement — General Description of the Business Combination Transactions — The Exchange” of this proxy statement/prospectus for additional information.

The Business Combination Agreement provides that FATP will use its commercially reasonable efforts to enter into and consummate subscription agreements in form and substance mutually acceptable to FATP and Avanseus (the “PIPE Subscription Agreements”) with investors mutually reasonably acceptable to FATP and Avanseus pursuant to which such investors will agree to purchase up to an aggregate of $35 million of (i) FATP Series A Convertible Preference Shares, which shares will be convertible into FATP Class A Ordinary Shares and (ii) FATP Class A Ordinary Shares, with such purchases to be consummated prior to or substantially currently with the closing of the Exchange (the “PIPE Investment”). Consummation of the PIPE Investment is not a condition to the consummation of the Business Combination pursuant to the Business Combination Agreement. The Business Combination Agreement does require that FATP have at least $25 million of cash and cash equivalents at Closing after the payment of FATP’s and Avanseus’ transaction expenses, and the purpose of the PIPE Investment to help maximize the chances that this condition will be satisfied. As of the date of this Prospectus, FATP has not entered into any PIPE Subscription Agreements. FATP is continuing to pursuing a PIPE Investment and also other sources of financing to ensure that it meets the $25 million closing cash condition or provides an alternative source of post-closing funds that is acceptable to Avanseus. Without the PIPE Investment or sufficient other additional financing, there can be no assurance that FATP will be able to satisfy the $25 million closing cash condition as FATP will not know how many of its public shareholders request redemption of their FATP Class A Ordinary Shares until shortly before FATP’s shareholders vote on whether to approve the Business Combination.

In addition to the PIPE Investment, the Business Combination Agreement also allows FATP to issue in one or more private placements to investors mutually reasonably acceptable to FATP and Avanseus FATP Class A Ordinary Shares and/or any combination of FATP Series A Convertible Preference Shares convertible into FATP Class A Ordinary Shares or warrants, options or rights that are exercisable for FATP Class A Ordinary Shares (“Pool Securities”), all in an aggregate amount equal, on a fully-diluted basis, to 1,000,000 FATP Class A Ordinary Shares for purposes that are mutually reasonably acceptable to FATP and Avanseus and pursuant to subscription agreements and other related private placement documents in form and substance mutually reasonably acceptable to FATP and Avanseus. FATP may issue the Pool Securities before, at or after the Closing of the Exchange as may be mutually reasonably acceptable to FATP and Avanseus.

The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. Upon the effective time of the Exchange, FATP will adopt the amended and restated memorandum and articles of association in the form attached to this proxy statement/prospectus as Annex B and the Avanseus Holdings Corporation 2022 Equity Incentive Plan in the form attached to this proxy statement/prospectus as Annex C.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the General Meeting of FATP shareholders. We encourage you to carefully read this entire document. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 3840 of this proxy statement/prospectus.

This proxy statement/prospectus is dated [●], 2022 and is first being mailed to FATP shareholders on or about [●], 2022.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by FATP or Avanseus. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of FATP or Avanseus since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

FAT PROJECTS ACQUISITION CORP

27 Bukit Manis Road

Singapore, 099892

Dear Fat Projects Acquisition Corp Shareholders:

You are cordially invited to attend the General Meeting (the “General Meeting”) of shareholders of Fat Projects Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands with company registration number 374480 (“FATP”), at [●] AM Eastern time, on [●], 2022 and on such other date and at such other time to which the meeting may be adjourned. The General Meeting will be conducted via live webcast. You will be able to attend the General Meeting online, vote and submit your questions during the General Meeting by visiting https://www.cstproxy.com/fatprojects/2022. We are pleased to utilize virtual shareholder meeting technology to provide ready access and cost savings for FATP shareholders and FATP. The virtual meeting format allows attendance from any location in the world.

The General Meeting will be held for the following purposes:

Under the Business Combination Agreement, the approval of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal by the requisite vote of FATP shareholders is a condition to the consummation of the Business Combination. Each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. If any one of these proposals is not approved by FATP shareholders, the Business Combination will not be consummated. The Adjournment Proposal, if approved, will allow the

Chairman of the General Meeting to adjourn the General Meeting to a later date or dates. In no event will FATP solicit proxies to adjourn the General Meeting or consummate the Business Combination and related transactions beyond the date by which it may properly do so under FATP’s amended and restated articles of association (the “Existing FATP Articles”) and the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”). The purpose of the Adjournment Proposal is to permit further solicitation of additional proxies in the event that there are not sufficient votes at the time of the meeting to approve the Business Combination and related transactions. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

As further described in the accompanying proxy statement/prospectus, pursuant to the terms and conditions of the Business Combination Agreement, among other things, (i) each holder of Avanseus Ordinary Shares and Avanseus Non-Voting Shares will exchange each such outstanding Avanseus share for 0.318496 FATP Class A Ordinary Shares (rounded down to the nearest whole share), and Avanseus will thereby become a wholly-owned subsidiary of FATP, and (ii) each Avanseus Restricted Share Award outstanding with respect to Avanseus Ordinary Shares or Avanseus Non-Voting Shares that is not vested at the effective time of the Exchange will be amended to provide that FATP assumes and replaces Avanseus as the grantor of Unvested Grant Shares and the grantee becomes entitled to receive 0.318496 FATP Class A Ordinary Shares in place of each unvested Avanseus share if and when vesting occurs.

As consideration for the Exchange, holders of outstanding Avanseus Ordinary Shares and/or Avanseus Non-Voting Shares collectively will be entitled to receive from FATP an aggregate of 9,350,307 FATP Class A Ordinary Shares, which FATP and Avanseus agreed are valued at $10.00 per share for an aggregate value equal to $93,503,070, for the outstanding Avanseus Ordinary Shares, and Avanseus Non-Voting Shares and grantees under Restricted Share Awards for Avanseus Ordinary Shares or Avanseus Non-Voting Shares that have not fully vested at the effective time of the Exchange will become entitled to receive an aggregate of 149,693 FATP Class A Ordinary Shares if all of such shares vest in accordance with the provisions of the amended Restricted Share Awards, for total consideration of 9,500,000 FATP Class A Ordinary Shares having an aggregate value of $95,000,000.

In connection with the Business Combination, FATP will change its corporate name to “Avanseus Holdings Corporation” (“New Avanseus”). Immediately after the closing of the Exchange, all FATP Class A Ordinary Shares and FATP Class B Ordinary Shares will automatically be converted to New Avanseus Ordinary Shares without any class designation without any action on the part of any holders of FATP Class A Ordinary Shares or FATP Class B Ordinary Shares.

The Business Combination Agreement provides that FATP will use its commercially reasonable efforts to enter into and consummate subscription agreements in form and substance mutually acceptable to FATP and Avanseus (the “PIPE Subscription Agreements”) with investors mutually reasonably acceptable to FATP and Avanseus pursuant to which such investors will agree to purchase up to an aggregate of $35 million of (i) FATP Series A Convertible Preference Shares, which shares will be convertible into FATP Class A Ordinary Shares and (ii) FATP Class A Ordinary Shares, with such purchases to be consummated prior to or substantially currently with the closing of the Exchange (the “PIPE Investment”). As of the date of this Prospectus, FATP has not entered into any PIPE Subscription Agreements. FATP is continuing to pursuing a PIPE Investment and also other sources of financing to ensure that it meets the $25 million closing cash condition or provides an alternative source of post-closing funds that is acceptable to Avanseus. Without the PIPE Investment or sufficient other additional financing, there can be no assurance that FATP will be able to satisfy the $25 million closing cash condition as FATP will not know how many of its public shareholders request redemption of their FATP Class A Ordinary Shares until shortly before FATP’s shareholders vote on whether to approve the Business Combination.

In addition to the PIPE Investment, the Business Combination Agreement also allows FATP to issue, in one or more private placements to investors mutually reasonably acceptable to FATP and Avanseus, FATP Class A Ordinary Shares and/or any combination of FATP Preference Shares convertible into FATP Class A Ordinary Shares or warrants, options or rights that are exercisable for FATP Class A Ordinary Shares (“Pool Securities”), all in an aggregate amount equal, on a fully-diluted basis, to 1,000,000 FATP Class A Ordinary Shares for purposes that are mutually reasonably acceptable to FATP and Avanseus and pursuant to subscription agreements and other related private placement documents in form and substance mutually reasonably acceptable to FATP and Avanseus. The Pool Securities offered pursuant thereto may be issued before, at or after the closing of the Exchange as may be mutually

reasonably acceptable to FATP and Avanseus. The primary purposes for which FATP and Avanseus might agree that FATP may issue Pool Securities would be to incentivize FATP’s public shareholders to refrain from requesting the redemption of their public shares and/or to hold their public shares for a longer period of time following Closing to support the post-Closing price of the New Avanseus Ordinary Shares. If the parties decide that FATP should issue

Pool Securities to incentivize post-Closing retention of public shares by FATP’s public shareholders, FATP might issue Pool Securities after Closing to such shareholders who agree to continue to hold their public shares for a specified period of time. FATP and Avanseus may agree on other acceptable purposes for FATP’s issuance of Pool Securities, of which they are not currently aware or considering, as the Business Combination process progresses.

As of the date of this Prospectus, FATP and Avanseus have not found a use for the Pool Securities that they believe to be in the best interest of the companies and their shareholders and therefore have no current plans for any use of the Pool Securities. FATP and Avanseus will determine whether any potential use of the Pool Securities is desirable based on a cost-benefit analysis that weights (i) the benefit to the post-closing company and its shareholders from reduced redemptions by FATP’s pro-closing public shareholders (which increases the funds available to the post-closing company to grow its business) and/or to support the share price of the post-closing company (which increases shareholder value) against (ii) the expected cost and other adverse impacts of the use on the post-closing company and its shareholders.

Pursuant to the Existing FATP Articles, unless waived by holders of a majority of FATP’s Class B Ordinary Shares, the ratio at which FATP’s Class B Ordinary Shares convert into FATP Class A Ordinary Shares upon the closing of the Business Combination will adjust as a consequence of the issuance of the PIPE Securities and/or Pool Securities so that the holders of FATP’s Class B Ordinary Shares will hold 20% of the sum of (i) the FATP Class A Ordinary Shares issued upon conversion of the FATP Class B Ordinary Shares plus (ii) the FATP Class A ordinary shares issued to the public in FATP’s IPO plus (iii) the FATP Class A shares issued or deemed issued pursuant to any PIPE Investment and any Pool Offering.

In connection with the Business Combination, certain related agreements have been or will be entered into prior to the closing of the Exchange, including the Share Exchange Agreements, the Unvested Restricted Share Amendments, the Restrictive Covenant Agreements, the PIPE Subscription Agreements, the Avanseus Holders Support Agreement, the Sponsor Support Agreement, and the Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “The Business Combination Proposal; Terms of the Business Combination — Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing FATP Articles, a holder of FATP’s public shares (a “public FATP shareholder”) may request that FATP redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company in order to validly redeem its shares. Public FATP shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public FATP shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental Stock Transfer & Trust Company, FATP will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to FATP. For illustrative purposes, as of September 30,December 19, 2022, this would have amounted to approximately $10.07$10.14 per issued and outstanding public share. If a public FATP shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “General Meeting of FATP Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public FATP shareholder, together with any affiliate of such public FATP shareholder or any other person with whom such public FATP shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without the consent of FATP. Accordingly, if a public FATP shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed unless FATP consents to such redemption.

FAT Projects SPAC Pte. Ltd. (the “Sponsor”) has agreed to, among other things, vote all of its shares of FATP in favor of the proposals being presented at the General Meeting and waive their redemption rights with respect to their shares of FATP in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor no longer owns any FATP Shares — it has transferred 750,000 of the FATP Class B Ordinary Shares it originally purchased to the Anchor Investors and the remaining 2,125,000 FATP Class B Ordinary Shares to its direct and indirect shareholders, which include all of FATP’s directors and executive officers or companies controlled by them (the ““Sponsor’s ShareholdersShareholders””). The Sponsor sold 750,000 FATP Class B Ordinary Shares to the Anchor Investors at a price of $0.009 per share (the same price the Sponsor paid to acquire the shares from FATP rounded to three decimal places) or a total of $675 for each Anchor Investor and $6,750 in the aggregate to all Anchor Investors to incentivize each Anchor Investor to purchase 990,000 Units in the FATP IPO.IPO at the regular IPO Unit price of $10 per Unit (or a total of $9.9 million for each Anchor Investor). The Sponsor transferred its remaining FATP Class B Ordinary Shares to its direct and indirect shareholders shortly after the closing of the FATP IPO in a non-cash distribution with respect to their equity in the Sponsor (and therefore without any payment by the shareholders other than their initial investment in the Sponsor in its pre-IPO private capital raise) to obtain favorable tax treatment for such shareholders. For additional information, see “Certain Relationships and Related Person Transactions — FATP Relationships and Related Party TransactionsTransactions.”.” As of the date of this proxy statement/prospectus, the FATP Class B Ordinary Shares held by the Sponsor’s Shareholders and the Anchor Investors constitute approximately 19.8% of the issued and outstanding FATP Ordinary Shares, which they are obligated to vote in favor of the proposals being presented at the General Meeting and with respect to which they have agreed not to request redemption. (The Anchor Investors are not obligated to vote their FATP Class A Ordinary Shares in favor of the proposals or refrain from requesting the redemption of their FATP Class A Ordinary

Shares.) The Business Combination Agreement is subject to the satisfaction or waiver of certain closing conditions as described in the accompanying proxy statement/prospectus, including that the holders of at least 5,200,000 public shares elect to have their public shares redeemed. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing condition. In addition, in no event will FATP redeem public shares in an amount that would cause FATP’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the Business Combination.

FATP is providing the accompanying proxy statement/prospectus and accompanying proxy card to FATP shareholders in connection with the solicitation of proxies to be voted at the General Meeting and at any adjournments of the General Meeting. Information about the General Meeting, the Business Combination and other related business to be considered by FATP shareholders at the General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the General Meeting, all of FATP shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 3840 of the accompanying proxy statement/prospectus.

After careful consideration, FATP’s board of directors has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of FATP and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Articles Amendment Proposal, “FOR” the Share Issuance Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal; Terms of the Business Combination — Interests of FATP’s Directors and Officers in the Business Combination.” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Business Combination Proposal will require an ordinary resolution, which means a resolution passed by a simple majority of the votes cast by those shareholders of FATP who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the General Meeting. The approval of the Articles Amendment Proposal will require a special resolution, which means a resolution that is passed by at least two-thirds of the votes cast by those shareholders of FATP who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the General Meeting. The approval of the Share Issuance Proposal will require approval by a majority of the votes cast by those shareholders of FATP who, being entitled to do so, attend, in person or by proxy, and vote thereupon at the General Meeting. The approval of the Incentive Plan Proposal will require an ordinary resolution, which means a resolution passed by a simple majority of the votes cast by those shareholders of FATP who, being entitled to do so,

attend, in person or by proxy, and vote thereupon at the General Meeting. The approval of the Adjournment Proposal if presented will require the consent of the meeting, which means a simple majority of the votes that are cast by those shareholders of FATP who are present, in person or by proxy, and vote thereupon at the General Meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the General Meeting and therefore will have no effect on the outcome of the vote on the proposals.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the General Meeting, please sign, date, vote and return the enclosed proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal are approved at the General Meeting. Each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting. If you are a shareholder of record and you attend the General Meeting and wish to vote at the General Meeting, you may withdraw your proxy and vote in person at the General Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR FATP SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN

THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/ WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE

SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “GENERAL MEETING OF FATP SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of FATP’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [●], 2022, and is first being mailed to shareholders on or about [●], 2022.

FAT PROJECTS ACQUISITION CORP

NOTICE OF GENERAL MEETING

TO BE HELD ON [[●], 2022

TO THE SHAREHOLDERS OF FAT PROJECTS ACQUISITION CORP:

NOTICE IS HEREBY GIVEN that a General Meeting of shareholders (the “General Meeting”) of Fat Projects Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands, with company registration number 374480 (“FATP”), will be held completely virtually at [●] AM Eastern time, on [●], 2022 and on such other date and at such other time to which the meeting may be adjourned. The General Meeting will be conducted via live webcast. You will be able to attend the General Meeting online, vote and submit your questions during the General Meeting by visiting https://www.cstproxy.com/fatprojects/2022. You are cordially invited to attend the General Meeting, to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

Under the Business Combination Agreement, the approval of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal by the requisite vote of FATP shareholders is a condition to the consummation of the Business Combination. If any one of these proposals is not approved by FATP shareholders, the Business Combination will not be consummated. Each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting.

Only holders of record of FATP ordinary shares (“FATP Shares”) at the close of business on [●], 2022 are entitled to notice of the meeting and to vote at the General Meeting and any adjournments or postponements of the General Meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to FATP shareholders in connection with the solicitation of proxies to be voted at the General Meeting and at any adjournment of the General Meeting.

Whether or not you plan to attend the General Meeting, all of FATP’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 3840 of this proxy statement/prospectus.

After careful consideration, FATP’s board of directors has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of FATP and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Articles Amendment Proposal, “FOR” the Share Issuance Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that FATP’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal; Terms of the Business Combination — Interests of FATP’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the amended and restated articles of association of FATP, a public FATP shareholder may request of FATP that FATP redeem all or a portion of its FATP Shares for cash if the Business Combination is consummated. As a holder of FATP Shares, you will be entitled to receive cash for any FATP Shares to be redeemed only if, prior to [●], 2022 (two business days before the General Meeting), you:

Holders of FATP Shares must complete the procedures for electing to redeem their public shares in the manner described above prior to [●], 2022 (two business days before the General Meeting) in order for their FATP Shares to be redeemed.

If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public FATP shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares or share certificates (if any) and other redemption forms (as applicable) to Continental, FATP will redeem such public shares for a per-share

price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to FATP.

For illustrative purposes, as of September 30,December 19, 2022, this would have amounted to approximately $10.07$10.14 per issued and outstanding share less any owed but unpaid taxes on the funds in the trust account. There are currently no owed but unpaid income taxes on the funds in the trust account. However, the proceeds deposited in the trust account could become subject to the claims of FATP’s creditors, if any, which would have priority over the claims of FATP shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to FATP shareholders electing to redeem their shares will be distributed promptly after the consummation of the Business Combination.

A holder of FATP Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate public shares redeemed without the consent of FATP. Under the Existing FATP Articles, the Business Combination may not be consummated if FATP has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of FATP Shares. In addition, the Business Combination Agreement provides that the obligation of each party to close the Business Combination Transactions is conditioned on FATP public shareholders requesting redemption of at least an aggregate of 5,200,000 FATP Class A Ordinary Shares.

A FATP shareholder that requests to have FATP Shares redeemed may withdraw such request at any time up to the date of the General Meeting.

Any corrected or changed written exercise of redemption rights must be received by Continental, FATP’s transfer agent, at least two business days prior to the vote taken on the Business Combination Proposal at the General Meeting. No request for redemption shall be honored unless the holder’s shares or share certificates (if any) and other redemption forms (as applicable) have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the General Meeting.

FAT Projects SPAC Pte. Ltd. (the “Sponsor”) has, pursuant to the Sponsor Support Agreement (as defined in the accompanying proxy statement/prospectus), agreed to, among other things, vote all of its FATP Shares in favor of the proposals being presented at the General Meeting in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor’s Shareholders and the Anchor Investors in the aggregate own 2,875,000 FATP Class B Ordinary Shares, which constitute approximately 19.8% of the issued and outstanding FATP Ordinary Shares, and which they are obligated to vote in favor of the proposals being presented at the General Meeting. (The Anchor Investors are not obligated to vote their FATP Class A Ordinary Shares in favor of the proposals.) See “The Business Combination Proposal; Terms of the Business Combination — Related Agreements — Sponsor Support and Lock-up Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Support Agreement.

The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

All FATP shareholders are cordially invited to attend the General Meeting. To ensure your representation at the General Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible by following the instructions provided in this proxy statement/prospectus and on the enclosed proxy card. If you are a shareholder of record of FATP Shares, you may also cast your vote by means of remote communication at the General Meeting by navigating to https://www.cstproxy.com/fatprojects/2022and entering the control number on your proxy card. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the General Meeting and vote by means of remote communication you must obtain a proxy from your broker or bank and a control number from Continental.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the General Meeting, please sign, date, vote and return the enclosed proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal, the Articles Amendment Proposal, the Share

Issuance Proposal and the Incentive Plan Proposal are approved at the General Meeting. Each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Thank you for your participation. We look forward to your continued support

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the General Meeting, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the General Meeting, and therefore will have no effect on the outcome of the vote on the proposals. If you are a shareholder of record and you attend and wish to vote at the General Meeting, you may withdraw your proxy and vote in person. Your attention is directed to the proxy statement/prospectus accompanying this notice (including the Annexes and other documents referred to herein) for a more complete description of the Business Combination and related transactions and each of the proposals. You are encouraged to read the proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to therein. If you have any questions or need assistance voting your ordinary shares, please contact Laurel Hill Advisory Group, LLC, our proxy solicitor, at 2 Robbins Lane, Suite 201, Jericho, NY 11753, USA, by telephone at +1 (855) 414-2266 or by emailing FATP@laurelhill.com.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR FATP SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/ WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “GENERAL MEETING OF FATP SHAREHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

THE PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT FATP THAT IS NOT INCLUDED IN OR DELIVERED HEREWITH. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO SHAREHOLDERS OF FATP UPON WRITTEN OR ORAL REQUEST. IF YOU WOULD LIKE TO MAKE SUCH REQUEST, YOU SHOULD CONTACT FATP IN WRITING AT Fat Projects Acquisition Corp, 27 Bukit Manis Road, Singapore, 099892 or investor@fatprojects.com OR BY TELEPHONE AT +65 8590-2056. TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN [●], 2022, WHICH IS FIVE BUSINESS DAYS BEFORE THE DATE YOU MUST MAKE YOUR INVESTMENT DECISION.

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by FATP, constitutes a prospectus of FATP under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) with respect to the FATP Class A Ordinary Shares to be issued to Avanseus shareholders if the Business Combination described herein is consummated. This document also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the General Meeting of FATP shareholders at which FATP shareholders will be asked to consider and vote upon the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal (each as defined herein) and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and/or adopt the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal.

You may request copies of this proxy statement/prospectus and any other publicly available information concerning FATP, without charge, by written request to Laurel Hill, our proxy solicitor, by calling +1 (855) 414-2266 (for individuals) or + 1 (855) 414-2266 (for banks and brokers), or by emailing FATP@laurelhill.com, or from the SEC through the SEC website at http://www.sec.gov.

In order for FATP shareholders to receive timely delivery of the documents in advance of the General Meeting of FATP to be held on [●], 2023 you must request the information no later than five business days prior to the date of the General Meeting, or no later than [●], 2022.

References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In particular, in certain cases, percentage changes are based on a comparison of the actual values recorded in the relevant financial statements and not rounded values shown in this proxy statement/prospectus.

INDUSTRY AND MARKET DATA

This proxy statement/prospectus includes industry and market data that have been derived from publicly available information, industry publications and other third-party sources, including estimated insights from Next Move Strategy Consulting, BlueWeave Consulting, ReportLinker, and Markets&Markets, as well as from Avanseus’ own internal data and estimates. Independent consultant reports, industry publications and other published sources generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

PRESENTATION OF FINANCIAL INFORMATION

FATP

The historical financial statements of FATP were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. Dollars.

Avanseus

Avanseus’ audited consolidated financial statements for the years ended December 31, 2021 and 2020 and unaudited financial statements for the six-month period ended June 30, 2022 and 2021 included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies.

For presentation purpose, Avanseus’ unaudited statement of operations for the nine months ended June 30, 2022 is used in the pro forma calculation. Avanseus’ unaudited statement of operations for nine months ended June 30, 2022 is derived from Avanseus’ unaudited statement of operations for six month ended June 30, 2022, included elsewhere in this proxy statement/prospectus, combined with Avanseus’ unaudited statement of operations for three months ended December 31, 2021 (not included elsewhere in this proxy statement/prospectus).

FREQUENTLY USED TERMS

Key Business and Business Combination Related Terms

Unless otherwise stated or unless the context otherwise requires in this document:

“75% Redemption Scenario” means an assumed scenario where FATP public shareholders holding 6,049,782 FATP Class A Ordinary Shares exercise their redemption rights and that such shares are redeemed for their pro rata shares of the funds in the trust account at a redemption price of approximately $61.0 million;

“ACRA” means the Singapore Accounting and Corporate Regulatory Authority;

“AI” means artificial intelligence;

“Amended Articles” means the amended and restated memorandum and articles of association of New Avanseus adopted as of the effective time of the Exchange;

“Anchor Investors” means the 10 FATP Shareholders who each received 75,000 Founder Shares in a transfer from the Sponsor pursuant to investment agreements between the Sponsor and such FATP Shareholders dated on or about October 12, 2021;

“Avanseus” means Avanseus Pte. Ltd., a Singapore private company limited by shares, or as the context requires, Avanseus Pte. Ltd. and its subsidiaries and consolidated affiliated entities;

“Avanseus Holders Support Agreement” means the Company Holders Support Agreement dated as of August 25, 2022 pursuant to which Avanseus shareholders holding, in the aggregate, approximately 78% of the Avanseus Ordinary Shares have agreed, among other things: (i) to convert their Avanseus Preference Shares, if any, at or prior to the closing of the Exchange into Avanseus Ordinary Shares; (ii) to vote, to the extent applicable, in favor of the transactions contemplated by the Business Combination Agreement and other transaction proposals; (iii) to vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement or any other transaction proposal; and (iv) not to sell or transfer any of their shares prior to the closing of the Exchange; and certain shareholders of Avanseus have agreed to a lock-up of the FATP Class A Ordinary Shares that they will receive pursuant to the Exchange (subject to certain exceptions) for a period ending on the earlier of 180 days following the closing of the Exchange or the date on which FATP completes a transaction resulting in all of FATP’s shareholders having the right to exchange their shares for cash securities or other property following the closing of the Exchange;

“Avanseus Non-Voting Shares” means the non-voting shares in the capital of Avanseus, as defined in Avanseus’ governing documents as of the date of the Business Combination Agreement;

“Avanseus Ordinary Shares” means the ordinary shares in the capital of Avanseus, as defined in Avanseus’ governing documents as of the date of the Business Combination Agreement;

“Avanseus Preference Shares” means the Series A Preference Shares in the capital of Avanseus, as defined in Avanseus’ governing documents as of the date of the Business Combination Agreement;

“Avanseus Shares” means the outstanding ordinary shares, non-voting shares and preference shares of Avanseus;

“Business Combination” means the Exchange and the other transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” means the business combination agreement, dated as of August 26, 2022, by and between FATP and Avanseus, as amended pursuant to Amendment No. 1 thereto dated as of October 3, 2022, and as it may be amended, supplemented, or otherwise modified from time to time;

“Business Combination Transactions” means, collectively, the Exchange and each of the other transactions contemplated by the Business Combination Agreement, the Share Exchange Agreements, the Unvested Restricted Share Amendments, the Restrictive Covenant Agreements, the PIPE Subscription Agreements, the Avanseus Holders Support Agreement, the Sponsor Support Agreement, the Registration Rights Agreement, the Amended Articles and any other related agreements, documents or certificates entered into or delivered pursuant thereto;

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands;

“Closing” means the closing of the Exchange;

“Closing Date” means the date of the Closing;

“Code” means the Internal Revenue Code of 1986, as amended;

“Confidentiality Agreement” means the confidentiality agreement, dated as of April 28, 2022 (as may be amended, supplemented, or otherwise modified from time to time), between FATP and Avanseus;

“Continental” means Continental Stock Transfer & Trust Company;

“Deal Support” means the total consideration from FATP of $105 million with $95 million allocated to the existing equity of Avanseus and $10 million allocated for the collective purposes of supporting lower redemptions, incentivizing longer holding of FATP public shares and/or to allow for funding of cash needs of the combined company;

“Euros” or “€” means Euros, the legal currency of the European Union;

“Exchange” means the exchange of Avanseus Ordinary Shares and Avanseus Non-Voting Shares for FATP Class A Ordinary Shares pursuant to the Business Combination Agreement;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“Existing FATP Articles” means those amended and restated memorandum and articles of association of FATP in force immediately prior to the adoption of the Amended Articles;

“FATP” means Fat Projects Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands, with company registration number 374480;

“FATP Board” means the board of directors of FATP;

“FATP Class A Ordinary Shares” means the Class A ordinary shares of FATP, having a par value of $0.0001 each;

“FATP Class B Ordinary Shares” means the Class B ordinary shares of FATP, having a par value of $0.0001 each;

“FATP IPO” means FATP’s initial public offering, consummated on October 15, 2021, through the sale of 11,500,000 Units (including the 1,500,000 Units sold pursuant to the underwriters’ exercise of their over-allotment option) at $10.00 per Unit;

“FATP Ordinary Shares” means the FATP Class A Ordinary Shares and the FATP Class B Ordinary Shares;

“FATP Preference Shares” means the Series A Convertible Preference Shares of FATP, having a par value of $0.0001;

“FATP Shares” means, collectively, the FATP Class A Ordinary Shares, the FATP Class B Ordinary Shares and the FATP Preference Shares;

“FATP Warrants” means the Private Warrants and the Public Warrants;

“Financial Projections” means, collectively, the Initial Projections, the June Updated Projections and the September Updated Projections;

“Founder Shares” means the 2,875,000 FATP Class B Ordinary Shares that were issued to the Sponsor prior to the FATP IPO;

“General Meeting” means the General Meeting of shareholders of FATP to be held virtually at [●] AM Eastern time, on [●], 2023 via live webcast at https://www.cstproxy.com/fatprojects/2022;

“GST” means any goods and service tax in Singapore;

“Harneys” means Harney Westwood & Riegels of 3^rd Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002, Cayman Islands and its affiliates, as Cayman Islands counsel to FATP;

“IASB” means the International Accounting Standards Board;

“IFRS” means the International Financial Reporting Standards, as issued by the IASB;

“Initial Projections” means the financial projections of Avanseus for each of the fiscal years ending December 31, 2022 and December 31, 2023 that Avanseus prepared in May 2022;

“IRS” means the U.S. Internal Revenue Service;

“June Updated Projections” means the updated version of the Initial Projections that Avanseus prepared in June 2022;

“Laurel Hill” means Laurel Hill Advisory Group, LLC, whom FATP has engaged to assist in the solicitation of proxies for the General Meeting;

“Management’s Adjustments” means the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur;

“Maximum Redemption Scenario” means an assumed scenario where FATP public shareholders holding approximately 8,066,376 FATP Class A Ordinary Shares exercise their redemption rights and that such shares are redeemed for their pro rata shares of the funds in the trust account at a redemption price of approximately $81.2 million;

“Minimum Redemption Scenario” means an assumed scenario where FATP public shareholders redeem 5,200,000 FATP Class A Ordinary Shares and that such shares are redeemed for their pro rata shares of the funds in the trust account at a redemption price of approximately $52.4 million;

“Nasdaq” means the Nasdaq Stock Market LLC;

“New Avanseus” means Avanseus Holdings Corporation (formerly named Fat Projects Acquisition Corp) following the consummation of the Business Combination;

“New Avanseus Ordinary Shares” means the ordinary shares of New Avanseus, having a par value of $0.0001 each;

“PFIC” means passive foreign investment company;

“PIPE Investment” means the anticipated purchase of up to $35 million of FATP Preference Shares, which shares will be convertible into FATP Class A Ordinary Shares, and (ii) FATP Class A Ordinary Shares pursuant to the PIPE Subscription Agreements, pursuant to private offering by FATP that will be conducted in accordance with the exemption from registration provided in Regulation S under the Securities Act;

“PIPE Investors” means the third-party investors who enter into PIPE Subscription Agreements;

“PIPE Subscription Agreements” means the subscription agreements that the Business Combination Agreement anticipates that FATP will enter into with certain investors pursuant to which the investors will agree to purchase up to an aggregate of $35 million of (i) FATP Preference Shares, which shares will be convertible into FATP Class A Ordinary Shares, and (ii) FATP Class A Ordinary Shares;

“Private Warrants” means the aggregate 2,865,000 warrants, each exercisable to purchase one FATP Class A Ordinary Share at $11.50 per share, that FATP issued at a price of $1.00 per warrant issued to the Sponsor simultaneously with the closing of the FATP IPO and the exercise of the underwriters’ over-allotment option to purchase additional Units;

“Public Warrants” means the warrants included in the Units issued in the FATP IPO, each of which is exercisable for one FATP Class A Ordinary Share at $11.50 per share, in accordance with its terms;

“Other Transaction Documents” means the Business Combination Agreement, the Share Exchange Agreements, the Unvested Restricted Share Amendments, the Restrictive Covenant Agreements, the PIPE Subscription Agreements, the Avanseus Holders Support Agreement, the Sponsor Support Agreement, the Registration Rights Agreement, the Amended Articles, and any other related agreements, documents or certificates entered into or delivered pursuant thereto;

“Registration Rights Agreement” means the registration rights agreement, dated as of August 25, 2022, by and among FATP, the Sponsor, and certain of the shareholders of Avanseus to be effective upon the Closing pursuant to which, among other things, FATP will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and the Sponsor, certain Sponsor affiliated parties and certain shareholders of Avanseus party thereto have been granted certain demand and piggyback registration rights;

“Restrictive Covenant Agreement” means a deed of restrictive covenant agreement between FATP and each of Bhargab Mitra, Chiranjib Bhandary, Dennis Lorenzin, and Mei Lan Ng in substantially the form attached as Exhibit I to the Business Combination Agreement or in other form and substance acceptable to FATP in good faith;

“SEC” means the U.S. Securities and Exchange Commission;

“September Updated Projections” means the updated version of the Initial Projections that Avanseus prepared in September 2022;

“Share Exchange Agreement” means a share exchange agreement, between Avanseus shareholders and FATP in substantially the form attached as Exhibit A to the Business Combination Agreement or in other form and substance acceptable to FATP in good faith providing for the exchange of that Avanseus Shareholder’s Avanseus Shares for FATP Class A Ordinary Shares at the Closing;

“Singapore Dollars” and “S$” means Singapore dollars, the legal currency of Singapore;

“SPAC” means special purpose acquisition company;

“Sponsor” means Fat Projects SPAC Pte. Ltd, a Singapore private company limited by shares;

“Sponsor’s Shareholders” means the shareholders of the Sponsor, which include all of FATP’s directors and executive officers or companies controlled by them, as of October 12, 2021;

“Sponsor Support Agreement” means the sponsor support and lock-up agreement, dated as of August 25, 2022, by and among FATP, the Sponsor and Avanseus pursuant to which the Sponsor has agreed, among other things and subject to the terms and conditions set forth therein (i) to vote in favor of the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (ii) to appear at the General Meeting for purposes of constituting a quorum, (iii) to vote against any proposals that would materially impede the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (iv) not to redeem any FATP Shares held by the Sponsor, and (v) to a lock-up of its FATP Ordinary Shares (subject to certain exceptions) for a period ending on the earlier of 180 days following the Closing or the date on which FATP completes a transaction resulting in all of FATP’s shareholders having the right to exchange their shares for cash securities or other property following the Closing;

“Transaction Accounting Adjustments” means the required adjustments to depict the accounting for the Business Combination Transactions in accordance with Article 11 of Regulation S-X as in effect on the date of this proxy statement/prospectus;

“trust account” means the U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, into which FATP placed the proceeds of the FATP IPO and the proceeds of the sale of the Private Warrants

“Unit” means one FATP Class A Ordinary Share and one Public Warrant, whereby each Public Warrant entitles the holder thereof to purchase one FATP Class A Ordinary Share at an exercise price of $11.50 per share, sold in the FATP IPO;

“Unvested Grant Shares” means Avanseus Ordinary Shares or Avanseus Non-Voting Shares issuable pursuant to an Avanseus Restricted Share Award that have not fully vested at the effective time of the Exchange;

“Unvested Restricted Share Amendment” means the amendment duly executed and delivered by holders of Unvested Grant Shares in the form attached to the Business Combination Agreement as Exhibit F, pursuant to which each holder agrees that its right to receive Unvested Grant Shares satisfaction of the vesting criteria with respect thereto is replaced with the right to receive 0.318496 FATP Class A Ordinary Shares per Unvested Grant Shares; and

“U.S. GAAP” means United States generally accepted accounting principles.

“Warrant Agreement” means that certain Warrant Agreement dated as of October 12, 2021 by and between FATP and Continental Stock Transfer & Trust Company, a copy of which is included as Exhibit 4.4 to the registration statement of which this proxy statement/prospectus is a part.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED BUSINESS COMBINATION

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the Business Combination and the proposals to be presented at the General Meeting. The following questions and answers do not include all the information that is important to FATP shareholders or Avanseus shareholders. FATP shareholders and Avanseus shareholders should read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and, for FATP shareholders, the voting procedures for the General Meeting, which will be held at [●] AM Eastern time, on [●], virtually via live webcast at https://www.cstproxy.com/fatprojects/2022.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS — FATP SHAREHOLDERS

FATP and Avanseus have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement, among other things, (i) anticipates that each holder of Avanseus Ordinary Shares and Avanseus Non-Voting Shares will exchange each such outstanding Avanseus share for 0.318496 FATP Class A Ordinary Shares (rounded down to the nearest whole share), and provides that Avanseus will thereby become a wholly-owned subsidiary of FATP, and (ii) provides that each Avanseus Restricted Share Award outstanding with respect to Avanseus Ordinary Shares or Avanseus Non-Voting Shares that is not vested at the effective time of the Exchange will be amended to provide that FATP assumes and replaces Avanseus as the grantor of unvested shares and the grantee becomes entitled to receive 0.318496 FATP Class A Ordinary Shares in place of each unvested Avanseus share if and when vesting occurs.

FATP will hold the General Meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the General Meeting. Shareholders should read it carefully and in its entirety.

The vote of shareholders is important. FATP encourages its shareholders to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Avanseus is a software company specializing in building enterprise solutions enabled by analytics, artificial intelligence, machine learning, and cognitive computing. Avanseus’ current focus is predictive operations and maintenance software, primarily in the telecommunications sector. It has developed and own proprietary technology that can scale across various industries. For more information, see “Avanseus’ Business.”

Based on its due diligence investigations of Avanseus and the industries in which it operates, including the financial and other information provided by Avanseus in the course of FATP’s due diligence investigations, the FATP Board believes that the Business Combination is in the best interests of FATP and presents an opportunity to increase shareholder value. However, there can be no assurances of this. Although the FATP Board believes that the Business Combination presents a unique business combination opportunity and is in the best interests of FATP, the FATP Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal; Terms of the Business Combination — FATP’s Board of Directors’ Reasons for the Approval of the Business Combination” for a discussion of the factors that the FATP Board considered in making its decision.

U.S. HOLDERS OF FATP CLASS A ORDINARY SHARES AND FATP WARRANTS SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES OF THE BUSINESS COMBINATION UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION.

Please see the section entitled “Material Tax Considerations — United States Federal Income Tax Considerations — Effects to U.S. Holders of Exercising Redemption Rights” for additional information. We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

For purposes of the General Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a FATP shareholder that attends the General Meeting and fails to vote on the Business Combination, Articles Amendment, Share Issuance or Adjournment Proposals, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

As of the record date, holders of [●] FATP Shares would be required to be present, in person or by proxy, at the General Meeting to achieve a quorum.

Holders must complete the procedures for electing to redeem their shares in the manner described above prior to [●], 2022, two business days before the scheduled General Meeting in order for their shares to be redeemed.

The address of Continental, FATP’s transfer agent, is listed under the question “Who can help answer my questions?” below.

If a public FATP shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares or share certificates (if any) and other redemption forms (as applicable) to Continental, FATP will redeem such public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to FATP to pay taxes, divided by the number of then-outstanding public shares.

For illustrative purposes, as of September 30,December 19, 2022, this would have amounted to approximately $10.07$10.14 per issued and outstanding public share less any owed but unpaid taxes on the funds in the trust account. There are currently no owed but unpaid income taxes on the funds in the trust account. However, the proceeds deposited in the trust account could become subject to the claims of FATP’s creditors, if any, which would have priority over the claims of FATP shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. FATP expects that the funds to be distributed to FATP shareholders electing to redeem their FATP Shares will be distributed promptly after the consummation of the Business Combination.

A holder of FATP Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate public shares redeemed without the consent of FATP. Under the Existing FATP Articles, the Business Combination may not be consummated if FATP has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of FATP Shares. In addition, the Business Combination Agreement provides that the obligation of each party to close the Business Combination Transactions is conditioned on FATP public shareholders requesting redemption of at least an aggregate of 5,200,000 FATP Class A Ordinary Shares.

A FATP shareholder that requests to have FATP Shares redeemed may withdraw such request at any time up to the date of the General Meeting.

Any corrected or changed written exercise of redemption rights must be received by Continental, FATP’s transfer agent, two business days prior to the General Meeting. FATP will not honor any request for redemption unless the holder’s shares and other redemption forms (as applicable) have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the General Meeting.

See the section titled “General Meeting of FATP Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

One of the conditions to the closing of the Business Combination contained in the Business Combination Agreement is that FATP has cash and cash equivalents of at least $25,000,000 in working capital for general corporate purposes after the giving effect of all redemptions and taking into account the PIPE Investments and the payment of expenses related to the Business Combination and including amounts remaining on deposit in the trust account.

Individuals call toll-free (tolls apply if calling from outside the United States): +1 (855) 414-2266. Banks and brokers call: +1 (855) 414-2266 Email: FATP@laurelhill.com. This proxy statement/prospectus and the notice of the General Meeting will be available at https://www.cstproxy.com/fatprojects/2022.

To obtain timely delivery, shareholders must request the materials no later than [●], 2022, or five business days prior to the General Meeting.

You may also obtain additional information about FATP from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of FATP Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to FATP’s transfer agent at the address below at least two business days prior to the General Meeting. If you have questions regarding the certification of your position or delivery of your shares for redemption, please contact FATP’s transfer agent as follows:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, NY 10004

Attention: __________

Email: ________________

QUESTIONS AND ANSWERS ABOUT THE PROPOSED BUSINESS COMBINATION — AVANSEUS SHAREHOLDERS

Fat Projects Acquisition Corp

c/o Pinsent Masons

182 Cecil Street

#32-01 Frasers Tower

Singapore 069547

Attn: Mark Tan, Mark.Tan@pinsentmasons.com

as soon as possible, but in any case no later than [●], 2023, the date of the General Meeting at which FATP shareholders will vote on whether to approve the Business Combination and certain related proposals.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED BUSINESS COMBINATION — FATP SHAREHOLDERS AND AVANSEUS SHAREHOLDERS

For more information on the Exchange, see the section titled “The Business Combination Proposal; Terms of the Business Combination — General Description of the Business Combination Transactions — The Exchange.”

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal; Terms of the Business Combination — The Business Combination Agreement.”

The following table illustrates varying ownership levels in New Avanseus immediately following the consummation of the Business Combination based on the Minimum Redemption Scenario, the 75% Redemption Scenario, and the Maximum Redemption Scenario assuming a Closing Date of September 30, 2022. The following table does not include any New Avanseus Ordinary Shares issuable upon the exercise of the FATP Warrants.

Please see “Risk Factors — Risks Related to Redemption of FATP Shares.” There is no guarantee that a shareholder’s decision whether to redeem his, her, or its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

The numbers of shares and percentage interests set forth above reflect different redemption scenarios set forth below.

Pursuant to the Existing FATP Articles, in connection with the completion of the Business Combination, holders of FATP Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing FATP Articles. Payment for such redemptions will come from the trust account.

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the General Meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal; Terms of the Business Combination — The Business Combination Agreement.”

The Parties to the Business Combination

Avanseus

Avanseus is a software company specializing in building enterprise solutions enabled by analytics, artificial intelligence, machine learning, and cognitive computing. Avanseus’ current focus is predictive operations and maintenance software, primarily in the telecommunications sector. It has developed and own proprietary technology that can scale across various industries.

Avanseus is a Singapore private company limited by shares. The mailing address of Avanseus’ principal executive office is 230 Victoria Street, #15-01/08, Bugis Junction, Singapore 188024, and its phone number is +65 69701689. Avanseus’ corporate website address is www.avanseus.com. The information contained on, or that can be accessed through, Avanseus’ website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. After the consummation of the Exchange, Avanseus will become a wholly-owned subsidiary of FATP.

FATP

FATP is a blank check company incorporated on April 16, 2021, with company registration number 374480, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. Based on its business activities, FATP is a “shell company,” as defined under the Exchange Act, because it has no operations and nominal assets consisting almost entirely of cash.

Before the completion of an initial business combination, any vacancy on the FATP Board may be filled by a nominee chosen by holders of a majority of FATP Class B Ordinary Shares. In addition, before the completion of an initial business combination, holders of a majority of FATP Class B Ordinary Shares may remove a member of the FATP Board for any reason.

On October 15, 2021, FATP consummated its initial public offering of 11,500,000 Units, each consisting of one FATP Class A Ordinary Share and one redeemable warrant, including the exercise in full of the underwriters 45-day option to purchase up to an additional 1,500,000 Units, at $10.00 per Unit, and a private placement of 2,865,000 Private Warrants to the Sponsor at a purchase price of $1.00 per Private Warrant. Each warrant entitles the holder thereof to purchase one FATP Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Prior to the FATP IPO, FATP sold 2,875,000 FATP Class B Ordinary Shares to the Sponsor for an aggregate purchase price of $25,000. Such FATP Class B Ordinary Shares will automatically be converted into New Avanseus Ordinary Shares on a one-for-one basis, subject to certain adjustments, upon the closing of the Business Combination.

Following the closing of the FATP IPO, FATP placed $115 million of the net proceeds from the FATP IPO and the sale of the Private Warrants in the trust account. The trust account may be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. As of September 30, 2022, funds in the trust account totalled $115,803,480.totaled $115,803,480, and as of December 19, 2022, funds in the trust account totaled $116,584,064. Except with respect to interest earned on the funds in the trust account that may be released to pay income taxes and up to $100,000 of interest that may be used for FATP’s dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of FATP’s initial business combination, (ii) the

redemption of any public shares properly submitted in connection with a shareholder

vote to amend the Existing FATP Articles (a) to modify the substance or timing of FATP’s obligation to allow redemption in connection with FATP’s initial business combination or certain amendments to the Existing FATP Articles prior thereto or to redeem 100% of FATP’s public shares if FATP does not complete its initial business combination by the Final Redemption Date or (b) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of FATP’s public shares if FATP is unable to complete an initial business combination by the Final Redemption Date, subject to applicable law.

The FATP Units are traded on Nasdaq under the symbol “FATPU,” the FATP Class A Ordinary Shares are traded on Nasdaq under the symbol “FATP,” and the Public Warrants are traded on Nasdaq under the symbol “FATPW.”

FATP’s principal executive office is located at 27 Bukit Manis Road, Singapore, 099892, and its telephone number is +65 8590 2056. FATP’s corporate website address is www.fatprojectscorp.com. FATP’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

The Business Combination Proposal; Terms of the Business Combination

On August 26, 2022, FATP and Avanseus entered into the Business Combination Agreement, which, subject to the terms and conditions set forth therein, (i) anticipates that each holder of Avanseus Ordinary Shares and Avanseus Non-Voting Shares will exchange each such outstanding Avanseus Share for 0.318496 FATP Class A Ordinary Shares (rounded down to the nearest whole share), for a total of 9,350,307 FATP Class A Ordinary Shares (the “Exchange” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), and provides that Avanseus will thereby become a wholly-owned subsidiary of FATP, and (ii) provides that each Avanseus Restricted Share Award outstanding with respect to Avanseus Ordinary Shares or Avanseus Non-Voting Shares that is not vested at the effective time of the Exchange will be amended to provide that FATP assumes and replaces Avanseus as the grantor of Unvested Grant Shares and the grantee becomes entitled to receive 0.318496 FATP Class A Ordinary Shares in place of each unvested Avanseus share if and when vesting occurs, for a total of 149,693 FATP Class A Ordinary Shares. Capitalized terms in this summary of the Business Combination Proposal not otherwise defined in this proxy statement/prospectus will have the meanings ascribed to them in the Business Combination Agreement.

For more information on the Exchange and the Business Combination Proposal, see the section titled “The Business Combination Proposal; Terms of the Business Combination — The Business Combination Agreement — General Description of the Business Combination Transactions — The Exchange.”

Conditions to Closing

In addition to the approval of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal, unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. One of the conditions to the closing of the Business Combination is that the holders of at least 5,200,000 public shares elect to redeem their shares in connection with the Business Combination. However, there can be no assurance that such conditions will be satisfied or waived or that the Business Combination will occur.

For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal; Terms of the Business Combination — The Business Combination Agreement — General Description of the Business Combination Transactions — The Exchange.”

Related Agreements

PIPE Investment (Private Placement)

The Business Combination Agreement provides that FATP will use its commercially reasonable efforts to enter into and consummate subscription agreements in form and substance mutually acceptable to FATP and Avanseus (the “PIPE Subscription Agreements”) with investors mutually reasonably acceptable to FATP and Avanseus (the “PIPE Investors”) pursuant to which the PIPE Investors will agree to purchase up to an aggregate of $35 million of (i) FATP

Series A Convertible Preference Shares, which shares will be convertible into FATP Class A Ordinary

Shares, and (ii) FATP Class A Ordinary Shares, with such purchases to be consummated prior to or substantially currently with the closing of the Exchange (the “PIPE Investment”). As of the date of this Prospectus, FATP has not entered into any PIPE Subscription Agreements. FATP is continuing to pursuing a PIPE Investment and also other sources of financing to ensure that it meets the $25 million closing cash condition or provides an alternative source of post-closing funds that is acceptable to Avanseus. Without the PIPE Investment or sufficient other additional financing, there can be no assurance that FATP will be able to satisfy the $25 million closing cash condition as FATP will not know how many of its public shareholders request redemption of their FATP Class A Ordinary Shares until shortly before FATP’s shareholders vote on whether to approve the Business Combination.

Pursuant to the Existing FATP Articles, unless waived by holders of a majority of FATP’s Class B Ordinary Shares, the ratio at which FATP’s Class B Ordinary Shares convert into FATP Class A Ordinary Shares upon the closing of the Business Combination will adjust as a consequence of the issuance of the PIPE Securities so that the holders of FATP’s Class B Ordinary Shares will hold 20% of the sum of (i) the FATP Class A Ordinary Shares issued upon conversion of the FATP Class B Ordinary Shares plus (ii) the FATP Class A ordinary shares issued to the public in FATP’s IPO plus (iii) the FATP Class A shares issued or deemed issued pursuant to any PIPE Investment and any Pool Offering.

Avanseus Holders Support Agreement

Concurrently with the execution of the Business Combination Agreement, FATP, Avanseus and certain shareholders of Avanseus entered into the Avanseus Holders Support Agreement. For more information, see the section titled “The Business Combination Proposal; Terms of the Business Combination—Related Agreements.”

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, FATP, the Sponsor and Avanseus entered into the Sponsor Support Agreement. For more information, see the section titled “The Business Combination Proposal; Terms of the Business Combination—Related Agreements.”

Crystal Technology Warrant

Crystal Technology Services Pte. Ltd. (“Crystal Technology”) currently holds warrants to acquire Avanseus Ordinary Shares under a warrant agreement with Avanseus (the “Old Crystal Technology Services Warrant”). All of the remaining currently unvested warrants under the Old Crystal Technology Services Warrant will expire un-exercisable as a consequence of the closing of the Exchange. The Business Combination Agreement provides for FATP to enter into a new Warrant Agreement with Crystal Technology in the form attached to the Business Combination Agreement (the “New Crystal Technology Services Warrant”) that provides for the issuance to Crystal Technology of warrants to acquire FATP Class A Ordinary Shares subject to vesting criteria set forth therein and requires Crystal Technology to confirm the termination of the Old Crystal Technology Services Warrant. If all of the warrants under the New Crystal Technology Services Warrant vest, Crystal Technology will be entitled to exercise the warrants for an aggregate of 1,000,000 FATP Class A Ordinary Shares subject to customary adjustments, such as for share splits, as provided therein.

For more information, see the section titled “The Business Combination Proposal; Terms of the Business Combination —Related Agreements.”

Registration Rights Agreement

Concurrently with the execution of the Business Combination Agreement, FATP, the Sponsor and certain shareholders of Avanseus (the “Avanseus Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”), to be effective upon the closing of the Exchange, pursuant to which, among other things, New Avanseus will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and the Sponsor and the Avanseus Holders have been granted certain demand and piggyback registration rights. Additionally, New Avanseus may enter into other registration rights agreements from time to time. See “Shares Eligible for Future Sale — Registration Rights.”

For more information, see the section titled “The Business Combination Proposal; Terms of the Business Combination — Related Agreements.”

FATP’s Board of Directors’ Reasons for the Approval of the Business Combination

FATP was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more business entities. As described above, the FATP Board sought to do so by using the networks and industry experience of both the Sponsor, the FATP Board and FATP management to identify and acquire one or more businesses.

In evaluating the transaction with Avanseus, the FATP Board consulted with its legal counsel and tax, accounting and other advisors. In determining that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby are in FATP’s best interests, the FATP Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination Agreement and the transactions

contemplated thereby, the FATP Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that the FATP Board considered in reaching its determination and supporting its decision. The FATP Board viewed its decision as being based on all of the information available and the factors presented to and considered by the FATP Board. In addition, individual directors may have given different weight to different factors. The FATP Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the reasons as set forth below. This explanation of FATP’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

The FATP Board considered a number of factors pertaining to the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to:

The Articles Amendment Proposal

The shareholders of FATP will vote on a proposal relating to the adoption of the Amended FATP Articles. Please see the section entitled “The Articles Amendment Proposal.”

The Share Issuance Proposal

The shareholders of FATP will vote on a proposal relating to the issuance of [●] FATP Class A Ordinary Shares and [●] FATP Preference Shares. Please see the section entitled “The Share Issuance Proposal.”

The Incentive Plan Proposal

The shareholders of FATP will vote on a proposal relating to the adoption of the New Avanseus Incentive Plan. Please see the section entitled “The Incentive Plan Proposal.”

The Adjournment Proposal

If, based on the tabulated vote, there are insufficient votes at the time of the General Meeting to authorize FATP to consummate the Business Combination, the FATP Board may (and FATP is required under the Business Combination Agreement to) submit a proposal to adjourn the General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “The Adjournment Proposal.”

Date, Time and Place of General Meeting of FATP Shareholders

The General Meeting of the shareholders of FATP will be held at [●] AM, Eastern time, on [●], 2023 virtually via live webcast at https://www.cstproxy.com/fatprojects/2022 to consider and vote upon the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and if necessary, the Adjournment Proposal.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the General Meeting if they owned FATP Shares at the close of business on [●], 2022, which is the record date for the General Meeting. Shareholders will have one vote for each FATP Share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Warrants do not have voting rights. On the record date, there were [●] FATP Shares outstanding, of which [●] were held by the Sponsor’s Shareholders and certain directors and advisors of FATP.

Quorum and Vote of FATP shareholders

A quorum of FATP shareholders is necessary to hold a valid meeting. A quorum will be present at the General Meeting if the holders of a majority of the outstanding shares entitled to vote at the General Meeting are present in person or by proxy. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the General Meeting and therefore will have no effect on the outcome of the vote on the proposals. The proposals presented at the General Meeting will require the following votes:

Redemption Rights

Pursuant to the Existing FATP Articles, a public FATP shareholder may request that FATP redeem all or a portion of its FATP Shares for cash if the Business Combination is consummated. As a holder of FATP Shares, you will be entitled to receive cash for any FATP Shares to be redeemed only if you:

Holders of FATP Shares must complete the procedures for electing to redeem their public shares in the manner described above prior to [●], 2022 (two business days before the General Meeting) in order for their FATP Shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.

If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public FATP shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares or share certificates (if any) and other redemption forms (as applicable) to Continental, FATP will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to FATP. If a public FATP shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “General Meeting of FATP Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

A FATP shareholder, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate public shares redeemed without the consent of FATP.

A FATP shareholder that requests redemption of its public shares may withdraw such request at any time up to the date of the General Meeting. See “General Meeting of FATP Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

No Appraisal Rights

The Cayman Islands Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and FATP has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares.

Holders of FATP Class A Ordinary Shares and FATP Warrants do not have appraisal or dissenters’ rights in connection with the Business Combination.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. FATP has engaged Laurel Hill to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares at the General Meeting if it revokes its proxy before the General Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “General Meeting of FATP Shareholders — Revoking Your Proxy.”

Interests of FATP’s Directors and Officers in the Business Combination

When considering the FATP Board’s recommendation to vote in favor of approving the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal and the Incentive Plan Proposal, FATP shareholders should keep in mind that the Sponsor and FATP’s directors and executive officers, have interests in such proposals that are different from, or in addition to (and which may conflict with), those of FATP shareholders generally. These interests include, among other things, the interests listed below:

The Sponsor’s Shareholders, which include all of FATP’s directors and executive officers or companies controlled by them, have agreed or are otherwise obligated to, among other things, vote all of their FATP Shares in favor of the proposals being presented at the General Meeting and waive their redemption rights with respect to their FATP Shares in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor’s Shareholders in the aggregate own approximately 14.7% of the issued and outstanding FATP Ordinary Shares.

The existence of financial and personal interests of one or more of FATP’s directors results in conflicts of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of FATP and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals. In addition, FATP’s officers and directors have interests in the Business Combination that may conflict with your interests as a shareholder.

In addition to the above, please see “Risk Factors — Risks Relating to FATP and the Business Combination” and “Information Related to FATP — Our Past Blank Check Experience and Conflicts of Interest” for additional information on interests of FATP’s directors and officers.

Recommendation to Shareholders

The FATP Board believes that each of the proposals to be presented at the General Meeting is fair to, and in the best interests of, FATP and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Articles Amendment Proposal, “FOR” the Share Issuance Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented.

Certain Information Relating to FATP

Emerging Growth Company

FATP is an “emerging growth company” as defined in Rule 405 of the Securities Act. New Avanseus will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which New Avanseus has total annual gross revenue of at least $1,235,000,000 or (c) in which New Avanseus is deemed to be a large accelerated filer, which means the market value of New Avanseus Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of New Avanseus’ prior second fiscal quarter, New Avanseus has been subject to Exchange Act reporting requirements for at least 12 calendar months; and filed at least one annual report, and (ii) the date on which New Avanseus issued more than $1.0 billion in non-convertible debt during the prior three-year period. New Avanseus intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that New Avanseus’ independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

Material Tax Consequences

United States

For a discussion of the material U.S. federal income tax considerations for holders of FATP Class A Ordinary Shares with respect to the exercise of their redemption rights, see the section entitled “U.S. Holders — Redemption of Class A Ordinary Share” for additional information. The consequences of a redemption to any particular public shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, we urge you to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Singapore

For Singapore tax purposes, the Exchange is expected to be a tax-free transaction to Avanseus and FATP, and to Singapore-resident shareholders. Shareholders who are subject to tax outside Singapore should consult their own tax advisors to understand the tax implications of the Exchange.

For Singapore individual shareholders, on the basis these shareholders hold shares in Avanseus SG as personal long-term investments, gains on the sale of shares in Avanseus SG in exchange for shares in FATP should not be subject to Singapore taxes.

For Singapore corporate shareholders, gains recognized on the transfer of shares in Avanseus should not be subject to tax where such gains are capital in nature or where conditions under Section 13W of the Singapore Income Tax Act applies (see discussion below in “Material Tax Considerations” for additional details).

There should also not be adverse Singapore tax implications on the issuance and subscription of shares in the FATP.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a capital reorganization, in accordance with IFRS. Under this method of accounting, FATP would be expected to be treated as the “acquired” company for financial reporting purposes, and Avanseus will be the accounting “acquirer”. This determination was primarily based on the assumption that:

Another determining factor was that FATP does not meet the definition of a “business” pursuant to IFRS 3, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization, within the scope of IFRS 2. The net assets of FATP will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of fair value of shares issued to FATP over the fair value of FATP’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. The Business Combination Agreement provides that it is a condition to the obligation of each of FATP and Avanseus to close the Business Combination Transactions that public holders of FATP’s Class A Ordinary Shares elect the Minimum Redemption Scenario. The Minimum Redemption Scenario ensures that Avanseus is the acquiror for accounting purposes for all scenarios for which pro forma combined financial information of FATP and Avanseus is included in this proxy statement/prospectus.

Regulatory Matters

The Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are not subject to a closing condition that any federal, state or foreign regulatory requirement or approval be obtained, except for filings with the Registrar of Companies of the Cayman Islands necessary to effectuate the transactions contemplated by the Business Combination Agreement and filings with ACRA in connection with the Exchange.

Risk Factor Summary

In evaluating the proposals to be presented at the General Meeting of the shareholders of FATP or the offer to exchange Avanseus Ordinary Shares and Avanseus Non-Voting Shares for FATP Class A Ordinary Shares in the Exchange, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”

The consummation of the Business Combination and the business and financial condition of New Avanseus subsequent thereto are subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect FATP’s and/or Avanseus’ ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of FATP and/or Avanseus prior to the Business Combination and that of New Avanseus subsequent to the Business Combination. Such risks include, but are not limited to:

SELECTED HISTORICAL FINANCIAL DATA OF FATP

The following tables present FATP’s selected historical financial information derived from FATP’s audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2021 and for the period from April 16, 2021 (inception) through December 31, 2021 and FATP’s unaudited financial statements included elsewhere in this proxy statement/prospectus as of September 30, 2022 and for the nine months ended September 30, 2022.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “FATP’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus. FATP’s financial statements are prepared and presented in accordance with U.S. GAAP.

SELECTED HISTORICAL FINANCIAL DATA OF AVANSEUS

The following tables present Avanseus’ selected historical financial information derived from Avanseus’ audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2021 and December 31, 2020 and for the full years then ended and Avanseus’ unaudited financial statements included elsewhere in this proxy statement/prospectus as of June 30, 2022 and for the six months ended June 30, 2022.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Avanseus’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus. Avanseus’ financial statements are prepared and presented in accordance with IFRS.

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Business Combination and the PIPE Investment occurred on the dates indicated. The unaudited pro forma condensed combined financial statements also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of FATP Class A Ordinary Shares:

The following table sets out share ownership of New Avanseus on a pro forma basis assuming the Minimum Redemption Scenario and the Maximum Redemption Scenario, and is based on Avanseus Shares outstanding as of September 30, 2022:

The following table sets out summary data derived from the unaudited pro forma condensed combined statement of financial position and the unaudited pro forma condensed combined statement of operations. The summary unaudited pro forma condensed combined balance sheet as of September 30, 2022, gives effect to the Business Combination as if it had occurred on September 30, 2022. The summary unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022, and for the year ended December 31, 2021, gives effect to the Business Combination as if it had occurred on January 1, 2021:

FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express FATP’s and Avanseus’ opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding FATP’s and Avanseus’ intentions, beliefs or current expectations concerning, among other things, the Business Combination, the benefits and synergies of the Business Combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which Avanseus operates, and statements regarding Avanseus’ business plans and growth expectations, as well as any information concerning possible or assumed future results of operations of the combined company after the consummation of the Business Combination. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting FATP and Avanseus. Factors that may impact such forward-looking statements include: