Organization, Business Operation and Going Concern | Note 1— Organization, Business Operation and Going Concern Fat Projects Acquisition Corp (the “ Company Business Combination As of March 31, 2023, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through March 31, 2023, relates to the Company’s formation and the Initial Public Offering (“ IPO SEC Form S-4 The Company’s sponsor is Fat Projects SPAC Pte Ltd, a Singapore corporation (the “ Sponsor The registration statement for the Company’s IPO was declared effective on October 12, 2021 (the “ Effective Date 11,500,000 10.00 Units 2,865,000 Private Placement Warrants 11.50 1.00 The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80 50 Investment Company Act Following the closing of the IPO, management has agreed that an amount equal to at least $ 10.00 Trust Account 100,000 100 Combination Period The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or share exchange listing requirements. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination at 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 initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account was initially $10.00 per public share, however, there is no guarantee that investors will receive $10.00 per share upon redemption. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. All ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity following the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“ FASB ASC The shareholders of the Company approved the First Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “ First Charter Amendment Termination Date business combination In connection with the approval of the First Charter Amendment on January 13, 2023, holders of 6,058,262 10.16 61.57 5,441,738 On January 17, 2023, February 15, 2023, March 21, 2023, the Company deposited three tranches of $ 312,900 938,700 On April 14, 2023, the shareholders of the Company approved the Second Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “ Second Charter Amendment In connection with the approval of the Second Charter Amendment on April 14, 2023, holders of 4,956,145 10.46 51.82 485,593 On April 17, 2023 and May 15, 2023, the Company deposited two tranches of $ 24,280 into the Trust Account, to extend the period of time it has to consummate its initial business combination by two one-month periods from April 15, 2023 to June 15, 2023. I 109,280 1,000,000 If the Company is unable to complete the initial business combination by the Termination Date, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete its initial business combination within the Combination Period, or (B) with respect to any other provision relating to any rights of holders of the Company’s Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial business combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the Trust Account, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor has no material assets. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Our independent registered public accounting firm, our principal legal counsel and the underwriters of the offering, have not executed agreements with us waiving such claims to the monies held in the Trust Account. The anchor investors (as defined in Note 3) will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial business combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial business combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial business combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial business combination within the Combination Period). Subject to the requirement that each anchor investor purchase 100 75,000 750,000 0.009 Merger On August 26, 2022, the Company entered into a Business Combination Agreement with Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares (“ Avanseus Business Combination Agreement The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Avanseus (other than the PIPE Investment as defined below, which will require further approval of each board of directors), subject to the approval of the Company’s shareholders. The Business Combination Agreement provides for a series of transactions, pursuant to which, among other things, Avanseus’ shareholders will exchange all of their outstanding Avanseus shares in consideration for newly issued Company Class A Ordinary Shares (the “ Share Exchange Business Combination Proposed Transaction New Avanseus The Business Combination Agreement, prior to the Second BCA Amendment described below in Note 6, provided that the Company will use its commercially reasonable efforts to enter into and consummate subscription agreements in form and substance mutually acceptable to the Company and Avanseus with investors mutually reasonably acceptable to the Company and Avanseus pursuant to which such investors will agree to purchase up to an aggregate of $35 million of (i) the Company’s Series A Convertible Preference Shares, which shares will be convertible into the Company’s Class A Ordinary Shares, and/or (ii) the Company’s Class A Ordinary Shares, with such purchases to be consummated prior to or substantially currently with the closing of the Share Exchange (the “ PIPE Investment The Business Combination is expected to close in the second quarter of 2023, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. On October 3, 2022, the Company and Avanseus entered into a First Amendment to Business Combination Agreement (the “ First BCA Amendment 5,200,000 The Company filed the initial Form S-4 with SEC with respect to the Business Combination on October 5, 2022. It filed Amendments No. 1, 2, 3 and 4 to the Form S-4 on November 25, 2022, January 6, 2023, March 20, 2023 and May 11, 2023. On February 14, 2023, Avanseus and the Company entered into a Second Amendment to Business Combination Agreement (the “ Second BCA Amendment (1) Amend the definition of Acquiror Transaction Expenses to exclude expenses that are expressly deferred, waived or converted to equity by written agreement of the parties to which they are owed on terms satisfactory to Avanseus; (2) Delete provisions related to a PIPE offering by the Company and provisions related to a pool of one million the Company’s Class A Ordinary Shares to be issued for purposes mutually acceptable to the Company and Avanseus; (3) Delete a closing condition that required the combined companies to have at least $5,000,001 of net tangible assets at Closing; (4) Amend the minimum cash closing condition to reduce the amount of cash that the combined companies must have at Closing after the payment of their transaction expenses from $25 million to $4 million and to require that post-closing financing shall provide for additional proceeds to FATP in the amount of $6 million upon the effectiveness of a registration statement registering FATP shares that may be issued to the post-closing financing providers pursuant to the definitive financing agreements; (5) Add a new closing condition that the Company enter into one or more definitive financing agreements with terms mutually acceptable to the Company and Avanseus with one or more post-closing financing providers acceptable to both the Company and Avanseus, which may include the issuance of up to one millions the Company’s Class A ordinary shares as origination fees to the post-closing financing providers; (6) Extend the Agreement End Date, which is the date that either the Company or Avanseus may terminate the Business Combination Agreement without cause (provided that the terminating party is not itself in material breach of the Business Combination Agreement), from February 22, 2023 to July 15, 2023; and (7) Delete the closing condition added by the First BCA Amendment that holders of at least 5,200,000 publicly held Class A ordinary shares redeem such shares at the closing of the transactions contemplated in the Business Combination since the redemption of 6,058,262 Class A ordinary shares in connection with the January 13, 2023 Charter Amendment rendered such condition unnecessary. Liquidity, Capital Resources and Going Concern As of March 31, 2023, the Company had $ 3,880 2,580,404 The Company’s liquidity needs prior to the IPO, had been satisfied through a payment from the Sponsor of $ 25,000 300,000 90,000 In order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of March 31, 2023 and December 31, 2022, the Company had outstanding balance of $ 90,000 90,000 In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. Moreover, the Company may need to obtain additional financing either to complete the initial business combination or because it becomes obligated to redeem a significant number of its Public Shares upon consummation of the initial business combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of its initial business combination. If the Company is unable to complete the initial business combination because it does not have sufficient funds available to it, it will be forced to cease operations and liquidate the Trust Account. In addition, following the initial business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In addition, management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until June 15, 2023 (or until as late as January 15, 2024 if the Company extends the Termination Date as authorized under the Second Charter Amendment to consummate a business combination, by up to seven additional 1-month periods by depositing or causing to be deposited $24,280 into the Trust Account for each 1-month extension). It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution unless there are further extensions as described above. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2023 (or by January 15, 2024 if the Company extends the Termination Date as authorized under the Second Charter Amendment). Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |