UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~August~~February 3129, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41350

AURA FAT PROJECTS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A00-0000000
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1 Phillip Street, #09-00,
Royal One Phillip, Singapore, 048692

(Address of principal executive offices)

65-3135-1511

(Issuer’s telephone number)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant	AFARU	The Nasdaq Stock Market LLC
Class A Ordinary Share, $0.0001 par value per share	AFAR	The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	AFARW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~October~~April 2311, ~~2023~~2024, there were 2,906,696 Class A ordinary shares, $0.0001 par value and 2,875,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

AURA FAT PROJECTS ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~AUGUST 31~~FEBRUARY 29, ~~2023~~2024

TABLE OF CONTENTS

			Page	~~Page~~
Part I.	Financial Information	~~Financial Information~~	1
Item 1.	Financial Statements	~~Financial Statements~~	1	1
		Balance Sheets as of August 31, 2023 and November 30, 2022 (Unaudited)		1
	Balance Sheets as of February 29, 2024 and November 30, 2023 (Unaudited)		1
		Statements of Operations for the Three and Nine Months Ended August 31, 2023, Three Months Ended August 31, 2022 and for the Period from December 6, 2021 (Inception) Through August 31, 2022 (Unaudited)		2
	Statements of Operations for the Three Months Ended February 29, 2024 and February 28, 2023 (Unaudited)		2
		Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended August 31, 2023, Three Months Ended August 31, 2022 and for the Period from December 6, 2021 (Inception) Through August 31, 2022 (Unaudited)		3
	Statements of Changes in Shareholders’ Deficit for the Three Months Ended February 29, 2024 and February 28, 2023 (Unaudited)		3
		Statements of Cash Flows for the Nine Months Ended August 31, 2023 and for the Period from December 6, 2021 (Inception) Through August 31, 2022 (Unaudited)		4
	Statements of Cash Flows for the Three Months Ended February 29, 2024 and February 28, 2023 (Unaudited)		4
		Notes to financial statements (Unaudited)		5
	Notes to Financial Statements (Unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	22	22
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	~~Quantitative and Qualitative Disclosures Regarding Market Risk~~	27	27
Item 4.	Controls and Procedures	~~Controls and Procedures~~	27	27
Part II.	Other Information	~~Other Information~~	28
Item 1.	Legal Proceedings	~~Legal Proceedings~~	28	28
Item 1A.	Risk Factors	~~Risk Factors~~	28	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	30	30
Item 3.	Defaults Upon Senior Securities	~~Defaults Upon Senior Securities~~	31	31
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~	31	31
Item 5.	Other Information	~~Other Information~~	31	31
Item 6.	Exhibits	~~Exhibits~~	31	32
Part III.	Signatures	~~Signatures~~	32	33

PART I –- FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

AURA FAT PROJECTS ACQUISITION CORP.

BALANCE SHEETS

(UNAUDITED)

	August 31,			November 30,
	February 29, 2024			November 30, 2023
	2023			2022
Assets
Current Assets
Cash	$	44131,~~746~~593		$	~~360~~233,~~530~~088
Prepaid expenses and other current assets		97103,~~597~~182			~~120~~130,~~534~~933
Total Current Assets		~~142~~234,~~343~~775			~~481~~364,~~064~~021
Cash and marketable securities held in Trust Account		3031,~~012~~156,~~116~~815			~~118~~30,~~785~~604,~~342~~459
Total Assets	$	3031,~~154~~391,~~459~~590		$	~~119~~30,~~266~~968,~~406~~480
Liabilities and Shareholders’ Deficit
Accounts payable and accrued expenses	$	~~892~~1,~~624~~207,983		$	~~124~~1,~~102~~129,825
Advances from related party		~~275~~920,000			-800,000
Total Current Liabilities		12,~~167~~127,~~624~~983			~~124~~1,~~102~~929,825
Deferred underwriting commission		4,025,000			4,025,000
Total Liabilities		56,~~192~~152,~~624~~983			45,~~149~~954,~~102~~825
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; $0.0001 par value; 2,791,696 and 11,500,000 shares at a redemption value of $10.77 and $10.33 per share as of August 31, 2023 and November 30, 2022, respectively		30,062,116			118,785,342
Class A ordinary shares subject to possible redemption; $0.0001 par value; 2,791,696 and 11,500,000 shares at a redemption value of $11.16 and $10.33 per share as of February 29, 2024 and November 30, 2023, respectively		31,156,815			30,604,459
Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 115,000 issued and outstanding (excluding 2,791,696 and 11,500,000 shares subject to possible redemption as of August 31, 2023 and November 30, 2022, respectively)		12			12
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 115,000 issued and outstanding (excluding 2,791,696 and 11,500,000 shares subject to possible redemption as of February 29, 2024 and November 30, 2023, respectively)		12			12
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 2,875,000 shares issued and outstanding as of August 31, 2023 and November 30, 2022		288			288
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 2,875,000 shares issued and outstanding as of February 29, 2024 and November 30, 2023		288			288
Accumulated deficit		(5,~~100~~918,~~581~~508	)		(35,~~668~~591,~~338~~104	)
Total Shareholders’ Deficit		(5,~~100~~918,~~281~~208	)		(35,~~668~~590,~~038~~804	)
Total Liabilities and Shareholders’ Deficit	$	3031,~~154~~391,~~459~~590		$	~~119~~30,~~266~~968,~~406~~480

The accompanying notes are an integral part of the unaudited financial statements.

AURA FAT PROJECTS ACQUISITION CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended August 31,						For The Nine months Ended August 31,			For the Period from December 6, 2021 (Inception) Through August 31,
	For theThree Months EndedFebruary 29,			For theThree Months EndedFebruary 28,
	2023			2022			2023			2022
	2024			2023
Operating and formation costs	$	465,378		$	183,680		$	1,332,243		$	419,782
Operating costs	$	178,993		$	262,558
Loss from operations		(~~465~~178,~~378~~993	)		(~~183~~262,~~680~~558	)		~~(1,332,243~~	)		~~(419,782~~	)
Other income (expense):
Other income:
Interest earned on marketable securities held in Trust Account		1,009,563			463,152			3,687,468			573,033
Interest earned on Note Receivable		1,590			-
Unrealized gain (loss) on marketable securities held in Trust Account		9,101			(1,927	)		3,730			(6,025	)
Interest earned on marketable securities held in Trust Account		409,070			1,249,613
Total other income, net		1,018,664			461,225			3,691,198			567,008
Unrealized loss on marketable securities held in Trust Account		(6,715	)		(3,876	)
Net income	$	553,286		$	277,545		$	2,358,955		$	147,226
Total other income, net		403,945			1,245,737
Weighted average shares outstanding, Class A redeemable ordinary shares		6,976,882			11,615,000			10,057,676			5,850,840
Net income	$	224,952		$	983,179
Basic and diluted net income per share, Class A ordinary shares	$	0.06		$	0.02		$	0.18		$	0.02
Weighted average shares outstanding, Class A redeemable ordinary shares		2,906,696			11,615,000
Weighted average shares outstanding, Class B ordinary shares		2,875,000			2,875,000			2,875,000			2,399,720
Basic and diluted net income per share, Class A ordinary shares	$	0.04		$	0.07
Basic and diluted net income per share, Class B ordinary shares	$	0.06		$	0.02		$	0.18		$	0.02
Weighted average shares outstanding, Class B ordinary shares		2,875,000			2,875,000
Basic and diluted net income per share, Class B ordinary shares	$	0.04		$	0.07

The accompanying notes are an integral part of the unaudited financial statements.

AURA FAT PROJECTS ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~AUGUST 31~~FEBRUARY 29, ~~2023~~2024

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — November 30, 2022		115,000	$	12		2,875,000	$	288	$	-	$	(3,668,338	)	$	(3,668,038	)
Balance — November 30, 2023		115,000	$	12		2,875,000	$	288	$	-	$	(5,591,104	)	$	(5,590,804	)
Remeasurement of Class A ordinary shares subject to redemption		-		-		-		-		-		(1,245,737	)		(1,245,737	)
Extension Funds attributable to common stock subject to redemption		-		-		-		-		-		(150,000	)		(150,000	)
Net income		-		-		-		-		-		983,179			983,179
Remeasurement of Class A ordinary shares subject to redemption		-		-		-		-		-		(402,356	)		(402,356	)
Balance — February 28, 2023		115,000		12		2,875,000		288		-		(3,930,896	)		(3,930,596	)
Net income		-		-		-		-		-		224,952			224,952
Remeasurement of Class A ordinary shares subject to redemption		-		-		-		-		-		(1,426,797	)		(1,426,797	)
Balance — February 29, 2024		115,000	$	12		2,875,000	$	288	$	-	$	(5,918,508	)	$	(5,918,208	)
Net income		-		-		-		-		-		822,490			822,490
Balance — May 31, 2023		115,000		12		2,875,000		288		-		(4,535,203	)		(4,534,903	)
Remeasurement of Class A ordinary shares subject to redemption		-		-		-		-		-		(1,118,664	)		(1,118,664	)
Net income		-		-		-		-		-		553,286			553,286
Balance — August 31, 2023		115,000	$	12		2,875,000	$	288	$	-	$	(5,100,581	)	$	(5,100,281	)

FOR THE THREE MONTHS ENDED ~~AUGUST 31,~~FEBRUARY ~~2022 AND FOR THE PERIOD FROM DECEMBER 6~~28, ~~2021 (INCEPTION) TO AUGUST 31, 2022~~2023

	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
Balance — December 6, 2021 (Inception)		-		$	-			-	$	-	$	-		$	-		$	-
Balance — November 30, 2022		115,000		$	12			2,875,000	$	288	$	-		$	(3,668,338	)	$	(3,668,038	)
Class B ordinary shares issued to Sponsor		-			-			2,875,000		288		24,712			-			25,000
Remeasurement of Class A ordinary shares subject to redemption		-			-			-		-		-			(1,245,737	)		(1,245,737	)
Net loss		-			-			-		-		-			(28,918	)		(28,918	)
Net income		-			-			-		-		-			983,179			983,179
Balance — February 28, 2022		-			-			2,875,000		288		24,712			(28,918	)		(3,918	)
Balance — February 28, 2023		115,000		$	12			2,875,000	$	288	$	-		$	(3,930,896	)	$	(3,930,596	)
Sale of Public Shares in Initial Public Offering		11,500,000			1,150			-		-		109,274,065			-			109,275,215
Sale of Private Placement Warrants		-			-			-		-		5,000,000			-			5,000,000
Issuance of Representative Shares		115,000			12			-		-		(12	)		-			-
Class A ordinary shares subject to redemption		(11,500,000	)		(1,150	)		-		-		(117,298,850	)		-			(117,300,000	)
Remeasurement of Class A ordinary shares to redemption value		-			-			-		-		3,000,085			(3,105,868	)		(105,783	)
Net loss		-			-			-		-		-			(101,401	)		(101,401	)
Balance — May 31, 2022		115,000			12			2,875,000		288		-			(3,236,187	)		(3,235,887	)
Remeasurement of Class A ordinary shares to redemption value		-			-			-		-		-			(461,225	)		(461,225	)
Net income		-			-			-		-		-			277,545			277,545
Balance — August 31, 2022		115,000		$	12			2,875,000	$	288	$	-		$	(3,419,867	)	$	(3,419,567	)

The accompanying notes are an integral part of the unaudited financial statements.

AURA FAT PROJECTS ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For The Nine months Ended August 31,			For The Period from December 6, 2021 (Inception) To August 31,
	For theThree Months EndedFebruary 29,			For theThree Months EndedFebruary 28,
	2023			2022
	2024			2023
Cash Flows from Operating Activities:
Net income	$	2224,~~358,955~~952		$	~~147~~983,~~226~~179
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(3409,~~687,468~~070	)		(~~573~~1,~~033~~249,613	)
Unrealized loss (gain) on marketable securities held in Trust Account		(3,730	)		6,025
Unrealized loss on marketable securities held in Trust Account		6,715			3,876
Deferred legal fees		-			5,881
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		2227,~~937~~751			~~(206~~5,~~066~~240	)
Accounts payable and accrued expenses		~~768~~78,~~522~~157			~~126~~36,~~061~~479
Net cash used in operating activities		(~~540~~71,~~784~~495	)		(~~493~~220,~~906~~839	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(50,000	)		(117,300,000	)
Investment of cash into Trust Account		(150,000	)		-
Cash withdrawn from Trust Account in connection with redemption		92,514,424			-
Net cash used in investing activities		(150,000	)		-
Net cash provided by (used in) investing activities		92,464,424			(117,300,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		-			113,850,000
Advances from related party		120,000			-
Proceeds from sale of Private Placement Warrants		-			5,000,000
Net cash provided by financing activities		120,000			-
Advances from related party		275,000			-
Net Change in Cash		(101,495	)		(220,839	)
Proceeds from promissory note – related party		-			83,954
Cash – Beginning of period		233,088			360,530
Repayment of promissory note – related party		-			(83,954	)
Cash – End of period	$	131,593		$	139,691
Payment of offering costs		-			(524,785	)
Redemption of common stock		(92,514,424	)		-
Net cash (used in) provided by financing activities		(92,239,424	)		118,325,215
Net Change in Cash		(315,784	)		531,309
Cash – Beginning of period		360,530			-
Cash – End of period	$	44,746		$	531,309
Non-Cash investing and financing activities:
Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares	$	-		$	25,000
Extension funds attributable to common stock subject to redemption	$	150,000		$	-
Issuance of Representative Shares	$	-		$	(12	)
Accretion of Class A ordinary shares carrying value to redemption value	$	402,356		$	1,245,737
Initial classification of ordinary shares subject to redemption	$	-		$	117,300,000
Accretion of Class A ordinary shares carrying value to redemption value	$	3,791,198		$	567,008
Deferred underwriting fee payable	$	-		$	4,025,000

The accompanying notes are an integral part of the unaudited financial statements.

AURA FAT PROJECTS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

~~AUGUST 31~~FEBRUARY 29, ~~2023~~2024

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Aura Fat Projects Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 6, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.

As of ~~August~~February 3129, ~~2023~~2024, the Company had not commenced any operations. All activity for the period from December 6, 2021 (inception) through ~~August~~February 3129, ~~2023~~2024 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected November 30 as its fiscal year end.

The Company’s sponsor is Aura FAT Projects Capital LLC, a Cayman Islands limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on April 12, 2022. On April 18, 2022, the Company consummated the Initial Public Offering of 11,500,000 units (“Units”), which includes the exercise of the over-allotment option in full of 1,500,000 Units, generating gross proceeds of $115,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Aura FAT Projects Capital LLC generating gross proceeds to the Company in the amount of $5,000,000.

Transaction costs amounted to $5,724,785 consisting of $1,150,000 of underwriting fees paid in cash, $4,025,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”)), and $549,785 of costs related to the Initial Public Offering. Cash of $32131,~~484~~593 ~~44,746~~ was held outside of the Trust Account on ~~August~~February 3129, ~~2023~~2024 and was available for working capital purposes. As described in Note 6, the $4,025,000 deferred underwriting fees are contingent upon the consummation of the Business Combination.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

AURA FAT PROJECTS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

~~AUGUST 31~~FEBRUARY 29, ~~2023~~2024

(Unaudited)

Upon the closing of the Initial Public Offering, an amount of $117,300,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”) and may only be invested in United States “government securities” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest that may be used for its dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) 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 memorandum and articles of association prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the Initial Public Offering (or as extended by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association) (the “Combination Period”) or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of its public shareholders.

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 public shareholders are entitled 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share, however, there is no guarantee that investors will receive $10.20 per share upon redemption.

The shares of ordinary share subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A ordinary shares are not classified as a “penny stock” upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

AURA FAT PROJECTS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

~~AUGUST 31~~FEBRUARY 29, ~~2023~~2024

(Unaudited)

The Company will have only 15 months (or up to a 21-month if the Company chooses to extend such period, as described in more detail in the final prospectus, or as extended by the Company’s shareholders in accordance with the amended and restated memorandum and articles of association) from the closing of the Initial Public Offering to consummate the initial Business Combination. On July 17, 2023, the Company held a special meeting (the “Special Meeting”) where its shareholders approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No. 1 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow the Company to extend beyond July 18, 2023 the date by which the Company must have completed its initial business combination. Pursuant to the Trust Agreement Amendment, the Company has the right to extend beyond July 18, 2023 (the “Original Termination Date”) by up to 12, 1-month extensions through July 18, 2024 (each of the 12, 1-month extensions, an “Extension”, and each such extended date a “Deadline Date”) the date by which the Company must consummate the initial Business Combination and the Sponsor will deposit into the Trust Account the lesser of (x) $50,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable Deadline Date for each one-month extension (the “Extension Payment”) (the “Extension Amendment Proposal”). If the Company is unable to complete the initial Business Combination within the Combination Period, 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 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under the laws of Cayman Islands to provide for claims of creditors and the requirements of other applicable law. At the Special Meeting, shareholders also approved the NTA Amendment to remove from the existing charter the following limitations: (i) that the Company will only redeem offering shares so long as (after such redemption), the Company’s net tangible assets (“NTA”) will be at least $5,000,001 or any greater NTA or cash requirement that may be contained in the agreement relating to an initial business combination and after payment of the underwriters’ fees and commission (the “Redemption Limitation”), (ii) that the Company shall not redeem offering shares in connection with the consummation of a business combination if the Redemption Limitation is exceeded, and (iii) that the Company shall not consummate a business combination pursuant to a tender offer if the Redemption Limitation is exceeded (the “NTA Proposal”). In connection with the voting on the NTA Proposal, the Extension Amendment Proposal, and the Trust Amendment Proposal at the Special Meeting, holders of 8,708,304 shares of Class A ordinary shares exercised the right to redeem such shares for a payment of $92,514,424 or approximately $10.62 per share.

The Sponsor, officers and directors will enter into a letter agreement with Company, pursuant to which they will agree 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 amended and restated memorandum and articles of association prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period for each three month extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association), or (B) with respect to any other provision relating to any other provision relating to the rights of holders of the 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 the initial Business Combination within the Combination Period although the Company 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 prescribed time frame.

AURA FAT PROJECTS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

~~AUGUST 31~~FEBRUARY 29, ~~2023~~2024

(Unaudited)

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) $10.20 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 $10.20 per share due to reductions in the value of the trust assets, 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 Initial Public Offering 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 believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations.

~~Going~~On ~~Concern~~December 11, ~~Consideration~~2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that since the Company’s Market Value of Listed Securities was less than $50 million, the Company was no longer in compliance with the Nasdaq Global Market continued listing criteria set forth in Listing Rule 5450(b)(2)(A), which requires the Company to maintain a Market Value of Listed Securities of at least $50 million (the “MVLS Notice”). The MVLS Notice additionally indicates that the Company, pursuant to the Listing Rules, has a compliance period of 180 calendar days in which it can regain compliance. Further, the MVLS Notice states that, if at any time during the compliance period the Company closes at $50 million or more for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed.

AsOn each of ~~August~~December 3115, 2023, January 17, 2024 and February 14, 2024, the Company ~~had~~deposited $4450,~~746~~000 ininto the Company’s Trust Account for its ~~operating~~public ~~bank~~shareholders, ~~accounts~~allowing ~~and~~the ~~working~~Company ~~capital~~to ~~deficit~~extend ofthe $1date by which the Company must consummate an initial business combination by three additional months from December 18,~~025~~ 2023 to March 18,~~281~~ 2024.

~~Until~~As of the ~~consummation~~date of athese ~~Business~~financial ~~Combination~~statements, the Company ~~will~~had bedeposited ~~using~~an ~~the~~aggregate ~~funds~~of ~~not~~$50,000 ~~held~~allowing in the ~~Trust~~Company ~~Account~~to ~~for~~extend ~~identifying~~the ~~and~~date ~~evaluating~~by ~~prospective~~which ~~acquisition~~the ~~candidates,~~Company ~~performing~~must ~~due~~consummate ~~diligence~~an oninitial ~~prospective~~business ~~target~~combination ~~businesses,~~by ~~paying~~one ~~for~~additional ~~travel~~month ~~expenditures~~from March 18, ~~selecting~~2024 ~~the target business~~ to ~~acquire~~April 18, ~~and~~2024 ~~structuring,~~(see ~~negotiating~~Note ~~and consummating the Business Combination~~9).

The Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete an Initial Business Combination by July 18, 2023. On July 17, 2023,the Company amended the Company governing documents to allow for twelve 1-month extensions by depositing the lesser of (x) $50,000, or (y) $0.045 per share for each public share outstanding as of the applicable Deadline Date into trust for each extension requested. Currently extension deposits have been made for extension through October 18, 2023, the Third Extension of the twelve-monthly extensions permitted. Then the Company will cease all operations, except for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 18, 2023, the Third Extension is the third of twelve-monthly extensions permitted under the Company’s governing documents.Consideration

8As of February 29, 2024, the Company had $131,593 in its operating bank account and working capital deficit of $1,893,208.

~~AURA~~Until ~~FAT~~the ~~PROJECTS~~consummation ~~ACQUISITION~~of ~~CORP~~a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

~~NOTES TO FINANCIAL STATEMENTS~~8

~~AUGUST 31,~~AURA ~~2023~~FAT PROJECTS ACQUISITION CORP

~~(Unaudited)~~NOTES TO FINANCIAL STATEMENTS

~~Business~~FEBRUARY ~~Combination~~29, ~~Agreement~~2024

~~On May 7, 2023, the Company entered into a definitive Business Combination Agreement~~ (~~the “Agreement”~~Unaudited) with Allrites Holdings Pte Ltd., a Singapore private company limited by shares, (“Allrites”), and Meta Gold Pte. Ltd., a Singapore exempt private company limited by shares, as the representative for the shareholders of Allrites (See Note 6).

~~Risks~~The Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete an Initial Business Combination by April 18, 2024 then the Company will cease all operations except for the purpose of liquidating. On July 17, 2023, the Company amended the Company governing documents to allow for twelve 1-month extensions by depositing the lesser of (x) $50,000, or (y) $0.045 per share for each public share outstanding as of the applicable Deadline Date into trust for each extension requested. Currently extension deposits have been made for extension through April 18, 2024. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 18, 2024.

~~Management~~Business ~~continues~~Combination to evaluate 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.Agreement

~~Additionally,~~On ~~as a result of the military action commenced in February~~May ~~2022~~7, ~~by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions~~2023, the Company’s ~~ability~~entered tointo ~~consummate~~ a definitive Business Combination, orAgreement (the ~~operations~~“Agreement”) ~~of a target business~~ with ~~which~~Allrites ~~the~~Holdings ~~Company~~Pte ~~ultimately consummates a Business Combination, may be materially and adversely affected~~Ltd. ~~Further~~, ~~the Company’s ability to consummate~~ a ~~transaction~~Singapore ~~may~~private becompany ~~dependent~~limited ~~on the ability to raise equity and debt financing which may be impacted~~ by ~~these events~~shares, ~~including as a result of increased market volatility~~(“Allrites”), orand ~~decreased~~Meta ~~market~~Gold ~~liquidity~~Pte. ~~in third-party financing being unavailable on terms acceptable to the Company or at all~~Ltd., ~~The~~a ~~impact~~Singapore ofexempt ~~this~~private ~~action~~company ~~and~~limited ~~related~~by ~~sanctions~~shares, onas the ~~world~~representative ~~economy~~for ~~and~~ the ~~specific~~shareholders ~~impact on the Company’s financial position, results~~ of ~~operations~~Allrites ~~and/or~~(See ~~ability~~Note ~~to consummate a Business Combination are not yet determinable~~6). ~~The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~NOTE~~On 2September 14, 2023, the Company signed a convertible promissory note with the Sponsor for $1,000,000 for working capital purposes. ~~SUMMARY~~The OFnote ~~SIGNIFICANT~~is ~~ACCOUNTING~~non-interest ~~POLICIES~~bearing and payable upon liquidation or completion of a Business Combination (see Note 5).

~~Basis~~Risks ofand ~~Presentation~~Uncertainties

~~The~~Management ~~accompanying~~continues ~~unaudited~~to ~~financial~~evaluate ~~statements have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~impact ~~States~~ of ~~America~~the ~~(“GAAP”)~~COVID-19 ~~for~~pandemic ~~interim financial information~~ and inhas ~~accordance~~concluded ~~with~~that ~~the~~while ~~instructions~~it tois ~~Form 10-Q~~reasonably ~~and~~possible ~~Article~~that ~~8 of Regulation S-X of~~ the ~~SEC.~~virus ~~Certain~~could ~~information~~have ora ~~footnote~~negative ~~disclosures~~effect ~~normally~~on ~~included~~the inCompany’s financial ~~statements prepared in accordance with GAAP have been omitted~~position, ~~pursuant~~results toof ~~the~~its ~~rules~~operations and/or ~~regulations~~search ~~of the SEC~~ for ~~interim~~a ~~financial~~target ~~reporting. Accordingly~~company, ~~they do not include all~~ the ~~information~~specific ~~and~~impact ~~footnotes~~is ~~necessary~~not ~~for~~readily adeterminable ~~complete~~as ~~presentation~~ of ~~financial~~the ~~position,~~date ~~results~~ of ~~operations,~~this orfinancial ~~cash flows~~statement. InThe ~~the~~financial ~~opinion~~statement ofdoes ~~management,~~not ~~the accompanying unaudited financial statements~~ include ~~all~~any adjustments, ~~consisting~~that ofmight aresult ~~normal~~from ~~recurring~~the ~~nature,~~outcome ~~which are necessary for a fair presentation~~ of ~~the~~this ~~financial position, operating results and cash flows for the periods presented~~uncertainty.

~~The~~Additionally, ~~accompanying~~as ~~unaudited~~a ~~financial~~result ~~statements~~of ~~should~~the bemilitary ~~read~~action commenced in ~~conjunction~~February 2022 ~~with~~by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, and other international conflicts, the Company’s ~~Annual~~ability ~~Report~~to onconsummate ~~Form 10-K~~a Business Combination, asor ~~filed~~the operations of a target business with which the ~~SEC~~Company onultimately ~~February 23~~consummates a Business Combination, ~~2023~~may be materially and adversely affected. ~~The~~Further, ~~interim~~the ~~results~~Company’s ~~for~~ability to consummate a transaction may be dependent on the ~~three~~ability to raise equity and ~~nine~~debt ~~months~~financing ~~ended~~which ~~August 31~~may be impacted by these events, ~~2023~~including ~~are~~as ~~not~~a ~~necessarily~~result ~~indicative~~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 ~~results~~world toeconomy beand ~~expected~~the ~~for~~specific impact on the ~~year~~Company’s ~~ending~~financial ~~November 30~~position, ~~2023~~results of operations and/or ~~for~~ability to consummate a Business Combination are not yet determinable. The unaudited financial statements do not include any ~~future~~adjustments ~~periods~~that might result from the outcome of this uncertainty.

AURA FAT PROJECTS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

~~AUGUST 31~~FEBRUARY 29, ~~2023~~2024

(Unaudited)

~~Emerging~~NOTE ~~Growth~~2. ~~Company~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~Company is an “emerging growth company,” as defined in Section 2(a)~~ of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Presentation

~~Further,~~The ~~Section 102(b)(1)~~accompanying ofunaudited ~~the~~financial ~~JOBS~~statements ~~Act~~have ~~exempts~~been ~~emerging~~prepared ~~growth~~in ~~companies~~accordance ~~from being required to comply~~ with ~~new~~accounting orprinciples ~~revised~~generally ~~financial~~accepted ~~accounting~~in ~~standards~~the ~~until~~United ~~private~~States ~~companies~~of America (~~that~~“GAAP”) ~~is,~~for ~~those~~interim ~~that~~financial ~~have~~information ~~not~~and ~~had~~in aaccordance ~~Securities~~with ~~Act~~the ~~registration~~instructions ~~statement~~to ~~declared~~Form ~~effective~~10-Q orand doArticle ~~not~~8 ~~have~~of aRegulation ~~class~~S-X of ~~securities registered under~~ the ~~Exchange~~SEC. ~~Act)~~Certain ~~are~~information ~~required~~or tofootnote ~~comply~~disclosures ~~with~~normally ~~the~~included ~~new~~in ~~or revised~~ financial ~~accounting~~statements ~~standards.~~prepared ~~The~~in ~~JOBS~~accordance ~~Act~~with ~~provides~~GAAP ~~that~~have abeen ~~company~~omitted, ~~can~~pursuant ~~elect~~ to ~~opt out of~~ the ~~extended~~rules ~~transition period~~ and ~~comply~~regulations ~~with~~of the ~~requirements~~SEC ~~that~~for ~~apply~~interim tofinancial ~~non-emerging growth companies but any such election to opt out is irrevocable~~reporting. ~~The~~Accordingly, ~~Company~~they ~~has~~do ~~elected~~ not toinclude ~~opt~~all ~~out~~the ofinformation ~~such extended transition period which means that when a standard is issued or revised~~ and itfootnotes ~~has~~necessary ~~different application dates~~ for ~~public~~a orcomplete ~~private~~presentation ~~companies,~~of ~~the~~financial ~~Company~~position, asresults anof ~~emerging growth company~~operations, ~~can adopt the new~~ or ~~revised~~cash ~~standard~~flows. atIn the ~~time~~opinion ~~private~~of ~~companies~~management, ~~adopt~~ the ~~new~~accompanying orunaudited ~~revised~~financial ~~standard.~~statements ~~This~~include ~~may~~all ~~make~~adjustments, ~~comparison~~consisting of ~~the~~a ~~Company’s~~normal ~~financial~~recurring ~~statement~~nature, ~~with another public company~~ which isare ~~neither~~necessary anfor ~~emerging~~a ~~growth~~fair ~~company~~presentation ~~nor an emerging growth company which has opted out~~ of ~~using~~ the ~~extended~~financial ~~transition~~position, ~~period~~operating ~~difficult~~results orand ~~impossible~~cash ~~because~~flows offor the ~~potential~~periods ~~differences in accounting standards used~~presented.

~~Use~~The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on February 27, 2024. The interim results for the three months ended February 29, 2024 are not necessarily indicative of ~~Estimates~~the results to be expected for a full year.

~~The~~Emerging ~~preparation~~Growth ~~of the unaudited financial statements in conformity with GAAP requires the~~ Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period.

~~Making~~The ~~estimates~~Company ~~requires~~is ~~management~~an to“emerging ~~exercise~~growth ~~significant~~company,” ~~judgment.~~as Itdefined isin atSection 2(a) ~~least~~of ~~reasonably~~the ~~possible~~Securities ~~that~~Act, ~~the~~as ~~estimate~~modified ofby the ~~effect~~Jumpstart Our Business Startups Act of a2012 ~~condition~~(the “JOBS Act”), ~~situation~~and orit ~~set~~may take advantage of ~~circumstances~~certain exemptions from various reporting requirements that ~~existed~~are atapplicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the ~~date~~independent registered public accounting firm attestation requirements of ~~the~~Section 404 ~~unaudited~~of ~~financial~~the ~~statements~~Sarbanes-Oxley Act, ~~which~~reduced ~~management~~disclosure ~~considered~~obligations inregarding ~~formulating~~executive compensation in its ~~estimate~~periodic reports and proxy statements, ~~could~~and ~~change~~exemptions infrom the ~~near~~requirements ~~term~~of ~~due~~holding toa ~~one~~nonbinding oradvisory ~~more~~vote ~~future~~on ~~confirming~~executive ~~events.~~compensation ~~Accordingly,~~and ~~the~~shareholder ~~actual~~approval ~~results~~of ~~could~~any ~~differ~~golden ~~significantly~~parachute ~~from~~payments ~~those~~not ~~estimates~~previously approved.

~~Cash~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~Cash~~comply ~~Equivalents~~with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~Use ~~Company considers all short-term investments with an original maturity~~ of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of August 31, 2023 and November 30, 2022. As of August 31, 2023 and November 30, 2022, the Company had cash of $44,746 and $360,530, respectively.Estimates

~~Cash~~The ~~and~~preparation ~~Marketable~~of ~~Securities~~the ~~Held~~unaudited financial statements in ~~Trust~~conformity ~~Account~~with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period.

AtMaking ~~August 31,~~estimates ~~2023~~requires ~~and~~management ~~November 30,~~to ~~2022,~~exercise ~~substantially~~significant ~~all~~judgment. ofIt ~~the~~is ~~assets~~at ~~held~~least inreasonably ~~the~~possible ~~Trust~~that ~~Account were held in U. S. Treasury Bills. All~~ the ~~Company’s~~estimate ~~investments~~of ~~held in~~ the ~~Trust~~effect ~~Account~~of ~~are~~a ~~classified~~condition, assituation ~~trading~~or ~~securities.~~set ~~Trading~~of ~~securities~~circumstances ~~are~~that ~~presented~~existed ~~on the unaudited balance sheets~~ at ~~fair value at~~ the ~~end~~date of ~~each reporting period. Gains and losses resulting from~~ the ~~change~~unaudited infinancial ~~fair~~statements, ~~value~~which ofmanagement ~~investments~~considered ~~held~~ in ~~Trust~~formulating ~~Account~~its ~~are~~estimate, ~~included~~could inchange ~~interest earned on marketable securities held~~ in ~~Trust Account in~~ the ~~accompanying~~near ~~statements~~term ofdue ~~operations.~~to ~~The~~one ~~estimated~~or ~~fair~~more ~~values~~future ofconfirming ~~investments held in Trust Account are determined using available market information~~events. ~~As of August 31~~Accordingly, ~~2023 and November 30, 2022,~~ the ~~Company~~actual ~~had~~results ~~$30,012,116~~could ~~and~~differ ~~$118,785,342~~significantly infrom ~~the~~those ~~Trust Account, respectively~~estimates.

AURA FAT PROJECTS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

~~AUGUST 31~~FEBRUARY 29, ~~2023~~2024

(Unaudited)

~~Offering~~Cash ~~Costs~~and ~~associated~~Cash ~~with an Initial Public Offering~~Equivalents

The Company ~~complies~~considers ~~with~~all ~~the~~short-term ~~requirements~~investments ofwith ~~the~~an ~~Financial~~original ~~Accounting~~maturity ~~Standards~~of ~~Board~~three ~~ASC~~months ~~340-10-S99-1~~or ~~and~~less ~~SEC~~when ~~Staff~~purchased ~~Accounting~~to ~~Bulletin~~be ~~(“SAB”)~~cash ~~Topic~~equivalents. ~~5A,~~The ~~“Expenses~~Company ofdid ~~Offering.”~~not ~~Offering~~have ~~costs~~any ofcash ~~$549,784~~equivalents ~~consist~~as ~~principally~~ of ~~costs~~February 29, ~~incurred~~2024 inand ~~connection~~November 30, ~~with~~2023. ~~formation~~As of ~~the~~February 29, ~~Company~~2024 and ~~preparation~~November 30, ~~for~~2023, the ~~Initial~~Company ~~Public~~had ~~Offering.~~cash ~~These~~of ~~costs~~$131,593 ~~together~~and ~~with the underwriter discount of~~ $5233,~~175~~088,~~000,~~ ~~were charged to additional paid-in capital upon completion of the Initial Public Offering~~respectively.

~~Class~~Cash Aand ~~Ordinary~~Marketable ~~Shares~~Securities ~~Subject~~Held toin ~~Possible~~Trust ~~Redemption~~Account

~~The~~At ~~Company~~February 29, ~~accounts~~2024 ~~for~~and ~~its~~November 30, ~~Class~~2023, Asubstantially ~~ordinary~~all ~~shares~~of ~~subject~~the toassets ~~possible~~held ~~redemption~~ in ~~accordance with~~ the ~~guidance~~Trust inAccount ~~ASC~~were ~~480~~held ~~“Distinguishing~~in ~~Liabilities~~U. ~~from~~S. ~~Equity”~~Treasury Bills. ~~Class~~All Athe ~~ordinary~~Company’s ~~shares~~investments ~~subject~~held toin ~~mandatory~~the ~~redemption~~Trust Account are classified as atrading ~~liability~~securities. ~~instrument~~Trading ~~and~~securities are ~~measured~~presented aton ~~fair~~the ~~value.~~balance ~~Conditionally~~sheets ~~redeemable~~at ~~ordinary~~fair ~~shares~~value ~~(including~~at ~~ordinary~~the ~~shares~~end ~~that~~of ~~feature~~each ~~redemption~~reporting ~~rights~~period. ~~that~~Gains ~~are~~and ~~either~~losses ~~within~~resulting ~~the~~from ~~control of~~ the ~~holder~~change orin ~~subject~~fair tovalue ~~redemption upon the occurrence~~ of ~~uncertain~~investments ~~events~~held ~~not~~in ~~solely~~Trust ~~within~~Account ~~the~~are ~~Company’s~~included ~~control)~~in ~~are~~interest ~~classified~~earned ason ~~temporary~~marketable ~~equity.~~securities Atheld ~~all~~in ~~other~~Trust ~~times,~~Account ~~ordinary~~in ~~shares~~the ~~are~~accompanying ~~classified~~statements asof ~~shareholders’ equity~~operations. The ~~Company’s~~estimated ~~Class~~fair Avalues ~~ordinary~~of ~~shares~~investments ~~feature~~held ~~certain~~in ~~redemption~~Trust ~~rights~~Account ~~that~~ are ~~considered~~determined tousing beavailable ~~outside~~market ofinformation. ~~the~~As ~~Company’s control and subject to occurrence~~ of ~~uncertain future events. Accordingly, at August~~February 3129, ~~2023~~2024 and November 30, ~~2022~~2023, ~~Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of~~ the ~~shareholders’ deficit section of the~~ Company’s ~~balance~~had ~~sheets. On July 17~~$31, ~~2023~~156,815 inand ~~connection with the voting on the NTA Proposal~~$30, ~~the Extension Amendment Proposal~~604,459 ~~and~~in the Trust ~~Amendment Proposal at the Special Meeting~~Account, ~~holders of 8,708,304 shares of Class A ordinary shares exercised the right to redeem such shares for a payment of $92,514,424 or approximately $10~~respectively.~~62 per share.~~

~~The~~Offering ~~Company~~Costs ~~recognizes~~associated ~~changes~~with inan ~~redemption~~Initial ~~value~~Public immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increase or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit.Offering

AsThe Company complies with the requirements of ~~August 31,~~the ~~2023~~Financial Accounting Standards Board ASC 340-10-S99-1 and ~~November 30~~SEC Staff Accounting Bulletin (“SAB”) Topic 5A, ~~2022~~“Expenses of Offering.” Offering costs of $549,784 consist principally of costs incurred in connection with formation of the ~~Class~~Company Aand ~~ordinary~~preparation ~~shares~~for ~~reflected~~the onInitial Public Offering. These costs, together with the ~~balance~~underwriter ~~sheet~~discount ~~are~~of ~~reconciled~~$5,175,000, were charged to additional paid-in capital upon completion of the ~~following~~Initial ~~table:~~Public Offering.

Schedule of the Class A ordinary shares reflected on balance sheet
Gross proceeds	$	115,000,000
Less:
Class A ordinary shares issuance costs		(5,724,785	)
Plus:
Adjustment of carrying value to initial redemption value		8,024,785
Accretion of carrying value to redemption value		1,485,342
Class A ordinary shares subject to possible redemption, November 30, 2022	$	118,785,342
Less:
Redemption		(92,514,424	)
Plus:
Accretion of carrying value to redemption value		3,791,198
Class A ordinary shares subject to possible redemption, August 31, 2023	$	30,062,116

Class A Ordinary Shares Subject to Possible Redemption

11The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity”. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at February 29, 2024 and November 30, 2023, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited balance sheets. On July 17, 2023, in connection with the voting on the NTA Proposal, the Extension Amendment Proposal, and the Trust Amendment Proposal at the Special Meeting, holders of 8,708,304 shares of Class A ordinary shares exercised the right to redeem such shares for a payment of $92,514,424 or approximately $10.62 per share.

~~AURA~~The ~~FAT~~Company ~~PROJECTS~~recognizes ~~ACQUISITION~~changes ~~CORP~~in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increase or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit.

~~NOTES TO FINANCIAL STATEMENTS~~11

~~AUGUST 31,~~AURA ~~2023~~FAT PROJECTS ACQUISITION CORP

~~(Unaudited)~~NOTES TO FINANCIAL STATEMENTS

~~Income~~FEBRUARY ~~Taxes~~29, 2024

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As August 31, 2023 and November 30, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.(Unaudited)

~~The~~As ~~Company~~of isFebruary 29, ~~considered~~2024 ~~to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction~~ and isNovember 30, ~~presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such~~2023, the ~~Company’s~~Class ~~tax~~A ~~provision~~ordinary ~~was~~shares ~~zero~~reflected ~~for~~on the ~~period~~balance ~~presented.~~sheet ~~The~~are ~~Company’s~~reconciled ~~management~~in ~~does not expect that~~ the ~~total~~following ~~amount of unrecognized tax benefits will materially change over the next twelve months.~~table:

Net Income per Ordinary Share


Class A ordinary shares subject to possible redemption, November 30, 2022	$	118,785,342
Less:
Redemption		(92,514,424	)
Plus:
Extension funds attributable to common stock subject to redemption		250,000
Accretion of carrying value to redemption value		4,083,541
Class A ordinary shares subject to possible redemption, November 30, 2023	$	30,604,459
Plus:
Extension funds attributable to common stock subject to redemption		150,000
Accretion of carrying value to redemption value		402,356
Class A ordinary shares subject to possible redemption, February 29, 2024	$	31,156,815

~~The~~Income Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.Taxes

The ~~calculation~~Company offollows ~~diluted~~the ~~income~~asset ~~per~~and ~~share~~liability ~~does~~method ~~not~~of ~~consider~~accounting ~~the~~for ~~effect~~income oftaxes ~~the~~under ~~warrants~~FASB ~~issued~~ASC in740, ~~connection~~“Income ~~with~~Taxes.” ~~the~~ASC ~~(i)~~Topic ~~Initial~~740 ~~Public~~prescribes ~~Offering,~~a recognition threshold and ~~(ii)~~a measurement attribute for the ~~private~~financial ~~placement~~statement ~~since~~recognition ~~the~~and ~~exercise~~measurement of ~~the~~tax ~~warrants~~positions istaken ~~contingent~~or ~~upon~~expected ~~the~~to ~~occurrence~~be oftaken ~~future~~in ~~events.~~a ~~The~~tax ~~warrants~~return. ~~are~~For ~~exercisable~~those benefits to ~~purchase~~be 16recognized,~~500,000~~ ~~Class~~a Atax ~~ordinary~~position ~~shares~~must inbe ~~the~~more ~~aggregate~~likely than not to be sustained upon examination by taxing authorities. ~~For~~The ~~the~~Company’s ~~respective~~management ~~periods~~determined ~~ending~~that ~~August 31,~~the ~~2023~~Cayman ~~and~~Islands ~~2022,~~is the Company’s ~~did~~major ~~not~~tax ~~have~~jurisdiction. ~~any~~The ~~dilutive~~Company ~~securities~~recognizes oraccrued ~~other~~interest ~~contracts~~and ~~that~~penalties ~~could~~related to unrecognized tax benefits as income tax expense. As February 29, ~~potentially~~2024 and November 30, be2023, ~~exercised~~there orwere ~~converted~~no ~~into~~unrecognized ~~ordinary~~tax ~~shares~~benefits and ~~then~~no ~~share~~amounts inaccrued ~~the~~for ~~earnings~~interest ofand ~~the Company~~penalties. AsThe aCompany ~~result,~~is ~~diluted~~currently ~~net~~not ~~income~~aware ~~per~~of ~~ordinary~~any ~~share~~issues isunder ~~the~~review ~~same~~that ascould ~~basic~~result ~~net~~in ~~income~~significant ~~per~~payments, ~~ordinary~~accruals ~~shares~~or ~~for~~material ~~the~~deviation ~~periods~~from ~~presented~~its position.

The ~~following~~Company ~~table~~is ~~reflects~~considered ~~the~~to ~~calculation~~be ofan ~~basic~~exempted Cayman Islands company with no connection to any other taxable jurisdiction and ~~diluted~~is ~~net~~presently not subject to income ~~per~~taxes ~~ordinary~~or ~~share~~income (tax filing requirements in ~~dollars~~the Cayman Islands or the United States. As such, ~~except~~the ~~per~~Company’s ~~share~~tax ~~amounts):~~provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Schedule of basic and diluted net loss per ordinary share
	For the Three Months August 31, 2023				For the Nine months Ended August 31, 2023
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	391,825	$	161,461	$	1,834,547	$	524,408
Denominator:
Basic and diluted weighted average ordinary shares outstanding		6,976,882		2,875,000		10,057,676		2,875,000
Basic and diluted net income per ordinary share	$	0.06	$	0.06	$	0.18	$	0.18

Net Income per Ordinary Share

12The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

~~AURA~~The ~~FAT~~calculation ~~PROJECTS~~of ~~ACQUISITION~~diluted ~~CORP~~income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,500,000 Class A ordinary shares in the aggregate. For the respective periods ending February 29, 2024 and February 28, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary shares for the periods presented.

~~NOTES TO FINANCIAL STATEMENTS~~12

~~AUGUST 31,~~AURA ~~2023~~FAT PROJECTS ACQUISITION CORP

~~(Unaudited)~~NOTES TO FINANCIAL STATEMENTS

	For the Three Months Ended August 31, 2022				For the Period from December 6, 2021 (Inception) Through August 31, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	222,477	$	55,068	$	104,405	$	42,821
Denominator:
Basic and diluted weighted average shares outstanding		11,615,000		2,875,000		5,850,840		2,399,720
Basic and diluted net income per ordinary share	$	0.02	$	0.02	$	0.02	$	0.02

FEBRUARY 29, 2024

~~Concentration of Credit Risk~~(Unaudited)

~~Financial~~The ~~instruments~~following ~~that~~table ~~potentially~~reflects ~~subject~~ the ~~Company~~calculation toof ~~concentration~~basic ofand ~~credit~~diluted ~~risk~~net ~~consist~~income ofper ~~cash~~ordinary ~~accounts~~share (in ~~a financial institution which~~dollars, atexcept ~~times,~~per ~~may~~share exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.amounts):

Fair Value of Financial Instruments


	For the three months February 29, 2024				For the three months February 28, 2023
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	113,093	$	111,859	$	788,104	$	195,075
Denominator:
Basic and diluted weighted average ordinary shares outstanding		2,906,696		2,875,000		11,615,000		2,875,000
Basic and diluted net income per ordinary share	$	0.04	$	0.04	$	0.07	$	0.07

~~The~~Concentration ~~fair value~~ of ~~the~~Credit Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.Risk

~~Recent~~Financial ~~Accounting~~instruments ~~Standards~~that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Management~~Fair ~~does~~Value ~~not~~of ~~believe~~Financial ~~that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements.~~Instruments

~~NOTE~~The 3.fair ~~INITIAL~~value ~~PUBLIC~~of ~~OFFERING~~the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

~~Pursuant~~Recent toAccounting the Initial Public Offering, the Company sold 11,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one redeemable warrant. Only whole warrants are exercisable. Each whole warrant is exercisable to purchase one Class A ordinary share at $11.50 per share.Standards

~~NOTE~~Management 4.does ~~PRIVATE~~not ~~PLACEMENT~~believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements.

~~Simultaneously~~NOTE ~~with the closing of the Initial Public Offering, the Company’s Sponsor purchased an aggregate of 5,000,000 warrants, at a price of $1~~3.00 ~~per~~INITIAL ~~Private~~PUBLIC ~~Placement Warrant, for an aggregate purchase price of $5,000,000.~~OFFERING

~~Each~~Pursuant ~~Private Placement Warrant is identical~~ to the ~~warrants offered by the~~ Initial Public Offering, ~~except as described below. There will be no redemption rights or liquidating distributions from~~ the ~~Trust~~Company ~~Account~~sold ~~with respect to the Private Placement Warrants~~11,500,000 ~~which~~Units ~~will~~at ~~expire worthless if the Company does not consummate~~ a ~~Business~~price ~~Combination~~of ~~within~~$10.00 ~~the~~per ~~Combination Period~~Unit. ~~The~~Each ~~Private~~Unit ~~Placement~~consists ~~Warrants~~of ~~(including~~one ~~the~~ Class A ordinary ~~shares~~share ~~issuable~~and ~~upon~~one ~~exercise~~redeemable ofwarrant. ~~the~~Only ~~placement~~whole warrants) are ~~identical~~exercisable. toEach ~~the~~whole ~~warrants~~warrant ~~sold~~is inexercisable the Initial Public Offering except that (a) the placement warrants and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our initial Business Combination, except to ~~permitted~~purchase ~~transferees,~~one ~~and~~Class ~~(b)~~A ~~will~~ordinary beshare ~~entitled~~at to$11.50 ~~registration~~per ~~rights~~share.

13NOTE 4. PRIVATE PLACEMENT

~~AURA~~Simultaneously ~~FAT~~with ~~PROJECTS~~the ~~ACQUISITION~~closing ~~CORP~~of the Initial Public Offering, the Company’s Sponsor purchased an aggregate of 5,000,000 warrants, at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,000,000.

~~NOTES~~Each TOPrivate ~~FINANCIAL~~Placement ~~STATEMENTS~~Warrant is identical to the warrants offered by the Initial Public Offering, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the placement warrants) are identical to the warrants sold in the Initial Public Offering except that (a) the placement warrants and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our initial Business Combination, except to permitted transferees, and (b) will be entitled to registration rights.

~~AUGUST 31, 2023~~13

~~(Unaudited)~~AURA FAT PROJECTS ACQUISITION CORP

~~NOTE~~NOTES 5.TO ~~RELATED~~FINANCIAL ~~PARTY TRANSACTIONS~~STATEMENTS

~~Founder~~FEBRUARY ~~Shares~~29, 2024

~~On January 7, 2022, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 Class B ordinary shares, par value $0.0001~~ (~~the “Founder Shares”~~Unaudited). Up to 375,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. The Founder Shares are no longer subject to forfeiture due to full exercise of the over-allotment by the underwriter.

~~The~~NOTE Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares (or ordinary shares issuable upon conversion thereof) until the earlier to occur of: (A) 180 days after the completion of the initial Business Combination and (B) the date on which the Company complete a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”)5. ~~Any~~RELATED ~~permitted~~PARTY transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, the converted Class A ordinary shares will be released from the Lock-up if (i) the last reported sale price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) if the Company completes a transaction after the initial Business Combination which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other property.TRANSACTIONS

~~Administrative~~Founder ~~Services Fee~~Shares

~~The~~On ~~Company~~January 7, ~~pays~~2022, ~~an affiliate of~~ the Sponsor paid $2025,000, ~~per~~or ~~month~~approximately ~~for~~$0.009 ~~office~~per ~~space~~share, ~~utilities~~to ~~and~~cover ~~secretarial~~certain ~~and~~offering ~~administrative~~costs ~~support~~in ~~and~~consideration ~~to reimburse the Sponsor~~ for ~~any out-of-pocket expenses related to identifying~~2, ~~investigating~~875,000 ~~and~~Class ~~completing~~B anordinary ~~initial Business Combination commencing on the filing of the initial draft registration statement~~shares, ~~which~~par ~~was~~value ~~January 27, 2022~~$0.0001 ~~Upon completion of~~ (the ~~initial~~“Founder ~~Business~~Shares”). ~~Combination~~Up orto ~~the Company’s liquidation~~375,000 ~~the~~Founder ~~Company~~Shares ~~will~~were ~~cease~~subject ~~paying~~to ~~these~~forfeiture ~~monthly~~by ~~fees. For~~ the ~~three~~Sponsor ~~and~~depending ~~nine~~on ~~months~~the ~~ended~~extent ~~August 31,~~to ~~2023,~~which the ~~Company~~underwriters’ ~~has~~over-allotment ~~incurred~~option ~~$60,000~~is ~~and~~exercised. ~~$180,000~~The ~~respectively,~~Founder inShares ~~fees~~are ~~for~~no ~~these~~longer ~~services.~~subject ~~For~~to ~~the~~forfeiture ~~three~~due ~~months~~to ~~ended~~full ~~August 31,~~exercise ~~2022~~of ~~and for~~ the ~~period~~over-allotment ~~from~~by ~~December 6, 2021 (inception) through August 31, 2022,~~ the ~~Company incurred $60,000 and $140,000, respectively, in fees for these services~~underwriter.

~~Promissory~~The ~~Note~~Company’s —initial ~~Related~~shareholders ~~Party~~have agreed not to transfer, assign or sell any of their Founder Shares (or ordinary shares issuable upon conversion thereof) until the earlier to occur of: (A) 180 days after the completion of the initial Business Combination and (B) the date on which the Company complete a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, the converted Class A ordinary shares will be released from the Lock-up if (i) the last reported sale price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) if the Company completes a transaction after the initial Business Combination which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other property.

OnAdministrative ~~January 7,~~Services 2022, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. These loans are non-interest bearing, unsecured and are due at the earlier of October 31, 2022 or the closing of the Initial Public Offering. On June 22, 2022 the Company paid the balance due on the promissory note of $83,954. As of August 31, 2023 and November 30, 2022, there was no balance outstanding under the Promissory Note. Borrowings under the Promissory Note are no longer available.Fee

~~Advances~~The ~~from~~Company ~~Related~~pays ~~Party~~an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating, and completing an initial Business Combination commencing on the filing of the initial draft registration statement, which was January 27, 2022. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended February 29, 2024 and February 28, 2023, the Company incurred $60,000 and $60,000 respectively, in fees for these services. At February 29, 2024 and November 30, 2023, the Company owed $180,000 and $120,000 respectively, in administrative services fees payable.

OnAllrites ~~July 20,~~Note 2023 and August 1, 2023, the Company received advances from the Sponsor of $50,000 and $225,000, respectively (the “Advances”). On July 19, 2023, the Company used $50,000 of the Advances to deposit the Extension Payment into the Trust account in connection with the Extension Amendment Proposal to extend beyond July 18, 2023 the date by which the Company must have completed its initial business combination.Receivable

14On October 31, 2023, the Company issued a convertible note to Allrites of $100,000 (the “Note Receivable”) to be used for a working capital. This loan is interest bearing at 5% and will convert at the time of a business combination. As of February 29, 2024 and November 30, 2023, the amount receivable was $101,931 and $100,342, respectively, and is included in prepaid expenses and other current assets on the Company’s balance sheets.

~~AURA~~Promissory ~~FAT~~Note ~~PROJECTS~~— ~~ACQUISITION~~Related ~~CORP.~~Party

~~NOTES~~On TOJanuary 7, ~~FINANCIAL~~2022, ~~STATEMENTS~~the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. These loans are non-interest bearing, unsecured and are due at the earlier of October 31, 2022 or the closing of the Initial Public Offering. On June 22, 2022 the Company paid the balance due on the promissory note of $83,954. As of February 29, 2024 and November 30, 2023, there was no balance outstanding under the Promissory Note. Borrowings under the Promissory Note are no longer available.

~~AUGUST~~On September 3114, 2023, the Company signed a convertible promissory note with the Sponsor for $1,000,000 for working capital purposes. The note is non-interest bearing and payable upon liquidation or completion of a Business Combination. As of February 29, 2024 and November 30, 2023, there was no balance outstanding under the convertible promissory note.

~~(Unaudited)~~14

~~Working~~AURA ~~Capital~~FAT ~~Loans~~PROJECTS ACQUISITION CORP

InNOTES ~~order~~TO toFINANCIAL finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close. The Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of August 31, 2023 and November 30, 2022, the Company had no borrowings under the Working Capital Loans.STATEMENTS

~~NOTE~~FEBRUARY 6.29, ~~COMMITMENTS~~2024

~~Registration Rights~~(Unaudited)

~~The~~Advances holders of the Founder Shares, the representative shares, Private Placement Warrants (including component securities contained therein) and warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans, any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary share) that may be issued upon exercise of the warrants as part of the Working Capital Loans and Class A ordinary share issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary share). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from ~~delays~~Related in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Party

~~Underwriting~~As ~~Agreement~~of February 29, 2024 the Company received aggregate advances of $920,000 from the Sponsor. As of February 29, 2024, the Company used $400,000 of the advances to deposit the Extension Payment into the Trust account in connection with the Extension Amendment Proposal to extend beyond the extended date of July 18, 2024 by which the Company must have completed its initial business combination. These advances are non-interest bearing and payable the earlier of the closing of the merger or July 18, 2024. As of February 29, 2024 and November 30, 2023, the Company has $920,000 and $800,000 in advances owed to the Sponsor, respectively.

~~The~~Working ~~Company~~Capital granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,500,000 units to cover over-allotments. This option was exercised on the date of the Initial Public Offering, April 18, 2022.Loans

~~The~~In ~~underwriters~~order ~~were~~to ~~paid~~finance atransaction ~~cash~~costs ~~underwriting~~in ~~discount~~connection with an intended Business Combination, the Sponsor or an affiliate of 1%the Sponsor, or certain of the ~~gross~~Company’s ~~proceeds~~officers and directors may, ~~which~~but ~~aggregated~~are tonot $1obligated to,~~150,000~~ atloan the ~~Initial~~Company ~~Public~~funds ~~Offering~~as may be required (the “Working Capital Loans”). ~~Additionally~~If the Company completes the initial Business Combination, the ~~underwriters~~Company ~~will~~may berepay ~~entitled~~the Working Capital Loans out of the proceeds of the Trust Account released to athe ~~deferred~~Company. ~~underwriting~~Otherwise, ~~discount~~the Working Capital Loans may be repaid only out of 3funds held outside the Trust Account.5% In the event that the initial Business Combination does not close. The Company may use a portion of the ~~gross~~working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds offrom the ~~IPO,~~Trust ~~which~~Account ~~aggregates~~would be used to repay the Working Capital Loans. Up to $41,~~025~~500,000, ~~upon~~of such Working Capital Loans may be convertible into warrants of the ~~completion~~post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of February 29, 2024 and November 30, 2023, the Company’s ~~initial~~had ~~Business~~no ~~Combination~~borrowings under the Working Capital Loans.

15NOTE 6. COMMITMENTS

~~AURA~~Registration ~~FAT PROJECTS ACQUISITION CORP.~~Rights

~~NOTES~~The TOholders ~~FINANCIAL~~of ~~STATEMENTS~~the Founder Shares, the representative shares, Private Placement Warrants (including component securities contained therein) and warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans, any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary share) that may be issued upon exercise of the warrants as part of the Working Capital Loans and Class A ordinary share issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary share). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~AUGUST 31, 2023~~15

~~(Unaudited)~~AURA FAT PROJECTS ACQUISITION CORP

~~Business~~NOTES ~~Combination~~TO ~~Agreement~~FINANCIAL STATEMENTS

OnFEBRUARY ~~May 7~~29, 2023, the Company, entered into a definitive Business Combination Agreement (the “Agreement”) with Allrites Holdings Pte Ltd., a Singapore private company limited by shares, (“Allrites”), and Meta Gold Pte. Ltd., a Singapore exempt private company limited by shares, in its capacity as the representative for the shareholders of Allrites. The transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination.”2024

~~Allrites Share Recapitalization~~(Unaudited)

~~Immediately~~Underwriting prior to the closing of the Business Combination (the “Closing”), but contingent upon the Closing, Allrites will effect a capital restructuring whereby (i) each then outstanding (A) Allrites restricted ordinary share, (B) Allrites non-voting share, (C) Allrites preference share, and (D) Allrites option, will become vested and exercisable and will convert into Allrites Ordinary Shares, and (ii) any retained shares (including the shares received from the exercise of all Allrites options) will be converted into Company Ordinary Shares, and (iii) each of the Allrites option holders will (a) exercise each of their options for Allrites Ordinary Shares and (b) retain such Allrites Ordinary Shares received upon exercise of the Options, as well as the remaining Allrites Ordinary Shares.Agreement

~~Exchange~~The ~~Consideration~~Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,500,000 units to cover over-allotments. This option was exercised on the date of the Initial Public Offering, April 18, 2022.

AsThe ~~consideration~~underwriters ~~for~~were ~~the~~paid ~~Business~~a ~~Combination,~~cash ~~subject~~underwriting todiscount ~~the~~of ~~terms~~1% ~~and~~of ~~conditions set forth in~~ the ~~Agreement,~~gross ~~and contingent upon the Closing~~proceeds, ~~Allrites~~which ~~shareholders~~aggregated ~~collectively shall be entitled~~ to ~~receive from the Company~~$1, ~~in the aggregate~~150, ~~9,200,~~000 ~~Company~~at ~~Class~~the AInitial ~~Ordinary~~Public ~~Shares, valued at $10~~Offering.00 ~~per share~~Additionally, ~~for~~the anunderwriters ~~aggregate~~will ~~value~~be ~~equal~~entitled to ~~ninety-two~~a ~~million~~deferred ~~and~~underwriting ~~no/100s~~discount ~~dollars~~of ~~($92,000,000)~~3.5% ~~Each Allrites shareholder shall be entitled to receive the amount~~ of ~~Company Class A Ordinary Shares in accordance with~~ the ~~Agreement~~gross ~~(the~~proceeds ~~“Exchange”).~~of ~~Following~~ the ~~Exchange~~IPO, ~~the~~which ~~Allrites~~aggregates ~~shareholders~~to ~~will~~$4,025,000, ~~become~~upon ~~shareholders of~~ the ~~Company~~completion ~~and Allrites will continue as a wholly owned subsidiary~~ of the Company.’s ~~Each~~initial ~~Allrites~~Business ~~shareholder, upon receiving the Company Class A Ordinary Shares, will cease to have any other rights in and to shares of Allrites~~Combination.

~~As additional consideration for the~~ Business Combination, subject to certain conditions, if Allrites’ recurring revenue recognized solely from the sale of products and services to its contracted subscription customer base in accordance with GAAP measured for each of the first two fiscal years following Closing (each, an “Earnout Period”) exceeds the thresholds of $12,000,000 for the first Earnout Period and $20,000,000 for the second Earnout Period, the Company will issue to the Allrites shareholders: (i) in connection with the first Earnout Period, if earned and payable, 800,000 Company Class A Ordinary Shares, valued at $10.00 per share, for an aggregate value of $8,000,000; and (ii) in connection with the second Earnout Period, if earned and payable, 1,000,000 Company Class A Ordinary Shares, valued at $10.00 per share, for an aggregate value of $10,000,000. If the recurring revenue for the first Earnout Period fails to meet or exceed the Earnout Threshold but the recurring revenue for the second Earnout Period meets or exceeds the Earnout Threshold for the second Earnout Period, the Company shall issue to the Allrites shareholders both the First Earnout and the Second Earnout.Agreement

~~Termination~~On May 7, 2023, the Company, entered into a definitive Business Combination Agreement (the “Agreement”) with Allrites Holdings Pte Ltd., a Singapore private company limited by shares, (“Allrites”), and ~~Break-Up~~Meta ~~Fee~~Gold Pte. Ltd., a Singapore exempt private company limited by shares, in its capacity as the representative for the shareholders of Allrites. The transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination.”

~~The~~Allrites ~~Agreement~~Share may be terminated under certain customary and limited circumstances at any time prior to the Closing. If the Agreement is terminated, all further obligations of the parties related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general provisions under the Agreement will terminate and will be of no further force and effect, and no party to the Agreement will have any further liability to any other party thereto except for liability for certain fraud claims or for willful breach of the Agreement prior to the termination.Recapitalization

16Immediately prior to the closing of the Business Combination (the “Closing”), but contingent upon the Closing, Allrites will effect a capital restructuring whereby (i) each then outstanding (A) Allrites restricted ordinary share, (B) Allrites non-voting share, (C) Allrites preference share, and (D) Allrites option, will become vested and exercisable and will convert into Allrites Ordinary Shares, and (ii) any retained shares (including the shares received from the exercise of all Allrites options) will be converted into Company Ordinary Shares, and (iii) each of the Allrites option holders will (a) exercise each of their options for Allrites Ordinary Shares and (b) retain such Allrites Ordinary Shares received upon exercise of the Options, as well as the remaining Allrites Ordinary Shares.

~~AURA~~Exchange ~~FAT PROJECTS ACQUISITION CORP.~~Consideration

~~NOTES~~As TOconsideration ~~FINANCIAL~~for ~~STATEMENTS~~the Business Combination, subject to the terms and conditions set forth in the Agreement, and contingent upon the Closing, Allrites shareholders collectively shall be entitled to receive from the Company, in the aggregate, 9,200,000 Company Class A Ordinary Shares, valued at $10.00 per share, for an aggregate value equal to ninety-two million and no/100s dollars ($92,000,000). Each Allrites shareholder shall be entitled to receive the amount of Company Class A Ordinary Shares in accordance with the Agreement (the “Exchange”). Following the Exchange, the Allrites shareholders will become shareholders of the Company and Allrites will continue as a wholly owned subsidiary of the Company. Each Allrites shareholder, upon receiving the Company Class A Ordinary Shares, will cease to have any other rights in and to shares of Allrites.

~~AUGUST 31~~As additional consideration for the Business Combination, ~~2023~~subject to certain conditions, if Allrites’ recurring revenue recognized solely from the sale of products and services to its contracted subscription customer base in accordance with GAAP measured for each of the first two fiscal years following Closing (each, an “Earnout Period”) exceeds the thresholds of $12,000,000 for the first Earnout Period and $20,000,000 for the second Earnout Period, the Company will issue to the Allrites shareholders: (i) in connection with the first Earnout Period, if earned and payable, 800,000 Company Class A Ordinary Shares, valued at $10.00 per share, for an aggregate value of $8,000,000; and (ii) in connection with the second Earnout Period, if earned and payable, 1,000,000 Company Class A Ordinary Shares, valued at $10.00 per share, for an aggregate value of $10,000,000. If the recurring revenue for the first Earnout Period fails to meet or exceed the Earnout Threshold but the recurring revenue for the second Earnout Period meets or exceeds the Earnout Threshold for the second Earnout Period, the Company shall issue to the Allrites shareholders both the First Earnout and the Second Earnout.

~~(Unaudited)~~16

~~The~~AURA ~~Agreement~~FAT ~~may~~PROJECTS beACQUISITION terminated at any time prior to the Closing by either the Company or Allrites if the Closing has not occurred on or prior to July 18, 2023 (the “Business Combination Deadline”) unless the Company, at its election, receives shareholder approval for a charter amendment to extend the term it has to consummate a business combination (“Extension Option”), for an additional six months for the Company to consummate a business combination pursuant to the charter amendment. A party is not entitled to terminate the Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Agreement by such party.CORP

~~The~~NOTES ~~Agreement~~TO ~~may~~FINANCIAL also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of the Company and Allrites; (ii) by either the Company or Allrites if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable; (iii) by Allrites for the Company’s material uncured breach of the Agreement, if the breach would result in the failure of the related Closing condition; (iv) by the Company for the material uncured breach of the Agreement by Allrites, if the breach would result in the failure of the related Closing condition; (v) by the Company if there has been a Company Material Adverse Effect with respect to Allrites since the date of the Agreement, which is uncured and continuing; or (vi) by either the Company or Allrites if the Company holds an extraordinary general meeting of its shareholders to approve the Agreement and the Business Combination and such approval is not obtained.STATEMENTS

InFEBRUARY ~~the event the Agreement is terminated~~29, the terminating party shall pay $5,000,000 to the non-terminating party, within three business days, by wire transfer of immediately available funds to an account specified by the non-terminating party, as liquidated damages.2024

~~Subscription Agreements~~(Unaudited)

InTermination connection with entry into the Agreement, the Company may enter into subscription agreements with certain accredited investors (the “Subscription Agreements”), pursuant to which such investors would subscribe for Company Class A Ordinary Shares and~~/or~~ any combination of Allrites; Preference Shares that are convertible into Company Class A Ordinary Shares, or warrants, options or rights that are exercisable for Company Class A Ordinary Shares at the Closing of the Business Combination, all in an aggregate amount equal on a fullyBreak-~~diluted~~Up basis to one million (1,000,000) Class A Ordinary Shares (the “Pool Shares”). The Pool Shares would be issued for purposes that are mutually reasonably acceptable to the Company and Allrites and pursuant to Subscription Agreements and other related private placement documents.Fee

The ~~foregoing~~Agreement ~~description~~may ofbe terminated under certain customary and limited circumstances at any time prior to the ~~Subscription~~Closing. ~~Agreements~~If ~~does~~the ~~not~~Agreement ~~purport~~is terminated, all further obligations of the parties related to bepublic ~~complete~~announcements, confidentiality, fees and isexpenses, ~~qualified~~trust inaccount ~~its~~waiver, ~~entirety~~termination byand general provisions under the ~~terms~~Agreement will terminate and ~~conditions~~will be of no further force and effect, and no party to the ~~Subscription~~Agreement ~~Agreements~~will ~~entered~~have ~~into~~any ~~from~~further ~~time-~~liability to~~-time~~ any other party thereto except for liability for certain fraud claims or for willful breach of the Agreement prior to the termination.

~~Share~~The ~~Exchange~~Agreement may be terminated at any time prior to the Closing by either the Company or Allrites if the Closing has not occurred, as of the date of these financial statements, on or prior to March 18, 2024 (or by July 18, 2024 (the “Business Combination Deadline”) unless the Company, at its election, receives shareholder approval for a charter amendment to extend the term it has to consummate a business combination (“Extension Option”), for an additional six months for the Company to consummate a business combination pursuant to the charter amendment. A party is not entitled to terminate the Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Agreement by such party.

AtThe Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, ~~each~~including, ~~Allrites~~among ~~shareholder~~other reasons: (i) by mutual written consent of the Company and ~~AFAR,~~Allrites; ~~will~~(ii) ~~enter~~by ~~into~~either the Company or Allrites if a ~~Share~~governmental ~~Exchange~~authority ~~Agreement~~of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable; (iii) by Allrites for the ~~purpose~~Company’s material uncured breach of ~~issuing~~the Agreement, if the ~~Exchange~~breach ~~Consideration~~would toresult ~~each~~in the failure of the ~~Allrites~~related ~~shareholders~~Closing ~~that~~condition; ~~transfer~~(iv) by the ~~Allrites~~Company ~~ordinary~~for ~~shares~~the material uncured breach of the Agreement by Allrites, ~~providing~~if ~~for~~the breach would result in the ~~exchange~~failure of ~~that~~the related Closing condition; (v) by the Company if there has been a Company Material Adverse Effect with respect to Allrites ~~shareholder’s~~since the date of the Agreement, which is uncured and continuing; or (vi) by either the Company or Allrites ~~shares~~if ~~for~~the Company ~~Class~~holds Aan ~~Ordinary~~extraordinary ~~Shares~~general meeting of its shareholders to approve the Agreement and the Business Combination and such approval is not obtained.

~~The~~In ~~foregoing~~the ~~description~~event of the ~~Share~~Agreement ~~Exchange~~is ~~Agreement~~terminated, ~~does~~the ~~not~~terminating ~~purport~~party toshall bepay ~~complete~~$5,000,000 ~~and~~to isthe ~~qualified~~non-terminating inparty, ~~its~~within ~~entirety~~three bybusiness ~~the~~days, ~~terms~~by ~~and~~wire ~~conditions~~transfer of immediately available funds to an account specified by the ~~form~~non-terminating ofparty, ~~Share~~as ~~Exchange~~liquidated ~~Agreement~~damages.

~~Consulting~~Subscription ~~Agreement~~Agreements

OnIn ~~July 17,~~connection ~~2023~~with entry into the Agreement, the Company ~~entered~~may enter into asubscription ~~consulting~~agreements ~~agreement~~ with ~~Andreas~~certain ~~Ehn~~accredited investors (the “Subscription Agreements”), pursuant to which such investors would subscribe for ~~services~~Company asClass aA ~~member~~Ordinary Shares and/or any combination of ~~the~~Allrites; ~~board~~Preference ~~and~~Shares ~~participation~~that inare ~~any~~convertible ~~committee~~into ~~roles.~~Company ~~Andreas~~Class ~~Ehn~~A ~~has~~Ordinary ~~agreed~~Shares, toor ~~join~~warrants, ~~the~~options or rights that are exercisable for Company’s ~~Board~~Class ofA ~~Directors~~Ordinary ~~effective~~Shares at ~~completion~~the Closing of the Business Combination, ~~with~~all ~~Allrites~~in an aggregate amount equal on a fully-diluted basis to one million (1,000,000) Class A Ordinary Shares (the “Pool Shares”). The ~~annual~~Pool ~~compensation~~Shares ~~will~~would be issued for ~~$480,000~~purposes ~~and~~that aare ~~maximum~~mutually ofreasonably ~~$60,000~~acceptable into the Company’s ~~performance~~and ~~rights.~~Allrites Asand ofpursuant ~~August 31,~~to ~~2023,~~Subscription ~~there~~Agreements ~~was~~and noother ~~expense~~ related toprivate ~~this~~placement ~~agreement~~documents.

17The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreements entered into from time-to-time.

~~AURA FAT PROJECTS ACQUISITION CORP.~~17

~~NOTES~~AURA TOFAT ~~FINANCIAL~~PROJECTS ~~STATEMENTS~~ACQUISITION CORP

~~AUGUST 31,~~NOTES ~~2023~~TO FINANCIAL STATEMENTS

~~(Unaudited)~~FEBRUARY 29, 2024

~~NOTE 7. STOCKHOLDERS’ DEFICIT~~(Unaudited)

~~Preference~~Share ~~Shares~~Exchange — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of August 31, 2023 and November 30, 2022, there were no preference shares issued or outstanding.Agreement

~~Class~~At Athe ~~Ordinary~~Closing, ~~Shares~~each —Allrites ~~The~~shareholder ~~Company~~and isthe ~~authorized~~Company, towill ~~issue~~enter ~~300,000,000~~into ~~Class~~a AShare ~~ordinary~~Exchange ~~shares~~Agreement ~~with~~for athe ~~par~~purpose ~~value~~ of ~~$0.0001~~issuing ~~per~~the ~~share.~~Exchange AtConsideration ~~August 31,~~to ~~2023~~each ~~and~~of ~~November 30,~~the ~~2022,~~Allrites ~~there~~shareholders ~~were~~that ~~115,000~~transfer ~~Class~~the AAllrites ordinary shares ~~issued and outstanding (excluding 2~~,~~791,696~~ ~~and~~providing ~~11,500,000~~for ~~shares~~the ~~subject~~exchange toof ~~possible redemption~~ that ~~were~~Allrites ~~classified~~shareholder’s asAllrites ~~temporary~~shares ~~equity~~for in the ~~accompanying~~Company’s ~~balance~~Class ~~sheets,~~A ~~respectively)~~Ordinary Shares.

~~Class B Ordinary Shares —~~ The ~~Company~~foregoing isdescription ~~authorized to issue 30,000,000 Class B ordinary shares with a par value~~ of ~~$0.0001~~the ~~per~~Share ~~share.~~Exchange ~~Holders~~Agreement ~~are~~does ~~entitled~~not purport to ~~one~~be ~~vote~~complete ~~for~~and ~~each~~is ~~share~~qualified ofin ~~Class~~its Bentirety ~~ordinary~~by ~~shares.~~the Atterms ~~August 31, 2023~~ and ~~November 30,~~conditions ~~2022,~~of ~~there~~the ~~were~~form ~~2,875,000~~of ~~Class~~Share BExchange ~~ordinary shares issued and outstanding~~Agreement.

~~Only~~Consulting holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Company’s Founder Shares may remove a member of the board of directors for any reason by ordinary resolution. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of the ordinary shares who attend and vote at the Company’s general meeting. Additionally, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which a special resolution), holders of the Company’s Founder Shares will have ten votes for every founder share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection without initial Business Combination, except as required by law, holders of the Company’s Founder Shares and holders of the public shares will vote together as a single class, with each share entitling the holder of one vote.Agreement

~~The~~On ~~Class~~July 17, B2023, ~~ordinary~~the ~~shares~~Company ~~will~~entered ~~automatically convert~~ into ~~Class A ordinary shares at the time of the consummation of the initial Business Combination on~~ a ~~one-for-one~~consulting ~~basis,~~agreement ~~subject~~with toAndreas ~~adjustment~~Ehn for ~~share~~services ~~subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment~~ as ~~provided~~a ~~herein.~~member ~~In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess~~ of the ~~amounts~~board ~~offered in this prospectus~~ and ~~related~~participation toin ~~the~~any ~~closing~~committee ofroles. ~~the~~Andreas ~~initial~~Ehn ~~Business~~has ~~Combination,~~agreed ~~the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree~~ to ~~waive~~join ~~such adjustment with respect to any such issuance or deemed issuance) so that~~ the ~~number~~Company’s ofBoard ~~Class A ordinary shares issuable upon conversion~~ of ~~all~~Directors ~~Class~~effective Bat ~~ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the~~ completion of the Initial Public Offering (excluding the Private Placement Warrants and underlying securities and the representative shares) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination ~~(excluding~~with ~~any~~Allrites. ~~shares~~The orannual ~~equity-linked~~compensation ~~securities~~will ~~issued, or to~~ be ~~issued~~for $480,000 ~~to any seller in the initial Business Combination or any private placement-equivalent units~~ and ~~their~~a ~~underlying~~maximum ~~securities issued to the Sponsor or its affiliates upon conversion~~ of ~~Working Capital Loans made to the Company). The term “equity-linked securities” refers to any debt or equity securities that are convertible~~$60,000 ~~exercisable or exchangeable for Class A ordinary shares issued~~ in ~~a financing transaction in connection with~~ the ~~initial~~Company’s ~~Business~~performance ~~Combination, including but not limited to a private placement of equity or debt~~rights. ~~Securities~~For ~~could be “deemed issued” for purposes of~~ the ~~conversion~~three ~~rate~~months ~~adjustment~~ended ifFebruary 29, ~~such shares are issuable upon the conversion or exercise of convertible securities~~2024, ~~warrants~~there orwere similar securities. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no ~~event~~expenses ~~will~~incurred ~~the~~related ~~Class~~to Bthis ~~ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one~~agreement.

18NOTE 7. STOCKHOLDERS’ DEFICIT

~~AURA~~Preference ~~FAT~~Shares ~~PROJECTS~~— ~~ACQUISITION~~The ~~CORP~~Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of February 29, 2024 and November 30, 2023, there were no preference shares issued or outstanding.

~~NOTES~~Class TOA ~~FINANCIAL~~Ordinary ~~STATEMENTS~~Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. At February 29, 2024 and November 30, 2023, there were 115,000 Class A ordinary shares issued and outstanding (excluding 2,791,696 and 11,500,000 shares subject to possible redemption that were classified as temporary equity in the accompanying unaudited balance sheets, respectively).

~~AUGUST~~Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At February 3129, 2024 and November 30, 2023, there were 2,875,000 Class B ordinary shares issued and outstanding.

Only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Company’s Founder Shares may remove a member of the board of directors for any reason by ordinary resolution. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of the ordinary shares who attend and vote at the Company’s general meeting. Additionally, in a vote to continue the company in a jurisdiction outside the Cayman Islands (~~Unaudited~~which a special resolution), holders of the Company’s Founder Shares will have ten votes for every founder share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection without initial Business Combination, except as required by law, holders of the Company’s Founder Shares and holders of the public shares will vote together as a single class, with each share entitling the holder of one vote.

Warrants — Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

~~The~~AURA ~~warrants~~FAT ~~will~~PROJECTS ~~become~~ACQUISITION exercisable on the later of 12 months from closing of the Initial Public Offering and the date of the consummation of the initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.CORP

~~The~~NOTES ~~Company~~TO isFINANCIAL not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.STATEMENTS

~~Redemption~~FEBRUARY ~~of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable~~29, ~~the Company may redeem the outstanding warrants:~~2024

~~● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable~~ (~~the “30-day redemption period”~~Unaudited) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending 3 business days before the Company send the notice of redemption to the warrant holders.

19The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering (excluding the Private Placement Warrants and underlying securities and the representative shares) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

~~AURA~~Warrants ~~FAT~~— ~~PROJECTS~~Each ~~ACQUISITION~~whole ~~CORP~~warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

~~NOTES~~The TOwarrants ~~FINANCIAL~~will ~~STATEMENTS~~become exercisable on the later of 12 months from closing of the Initial Public Offering and the date of the consummation of the initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

~~AUGUST 31, 2023~~19

~~(Unaudited)~~AURA FAT PROJECTS ACQUISITION CORP

IfNOTES ~~holders~~TO ofFINANCIAL Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price, by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A ordinary share for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.STATEMENTS

~~Representative~~FEBRUARY ~~Shares~~29, 2024

The Company issued to the representative or its designees 115,000 shares of Class A ordinary shares upon the consummation of the Initial Public Offering. These shares are referred to as the “representative shares”. The holders of the representative shares have agreed not to transfer, assign or sell any such ordinary shares until the completion of the initial Business Combination.(Unaudited)

InThe ~~addition,~~Company ~~the~~is ~~holders~~not ofregistering the ~~representative’s~~Class A ordinary shares ~~have~~issuable ~~agreed~~upon ~~(i)~~exercise ~~that~~of ~~they~~the ~~will~~warrants ~~not~~at ~~transfer~~this time. However, ~~assign~~the orCompany ~~sell~~has ~~any~~agreed ~~such~~the ~~shares~~Company ~~without~~will use its best efforts to file with the ~~Company’s~~SEC ~~prior~~a ~~consent~~registration ~~until~~statement covering the ~~completion~~issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following the initial Business Combination, ~~(ii)~~and to ~~waive~~maintain ~~their~~a ~~redemption~~current ~~rights~~prospectus (relating to those Class A ordinary shares until the warrants expire or ~~right~~are toredeemed, ~~participate~~as specified in ~~any~~the ~~tender~~warrant ~~offer)~~agreement. ~~with~~If ~~respect~~a toregistration ~~such~~statement covering the issuance of the Class A ordinary shares inissuable ~~connection~~upon ~~with~~exercise of the ~~completion~~warrants is not effective by the 60th business day after the closing of the initial Business Combination, ~~and~~warrant ~~(iii)~~holders tomay, ~~waive~~until ~~their~~such ~~rights~~time toas ~~liquidating~~there ~~distributions~~is ~~from~~an ~~the~~effective ~~Trust~~registration ~~Account~~statement ~~with~~and ~~respect~~during toany ~~such~~period ~~shares~~when if the Company ~~fails~~will have failed to ~~complete~~maintain ~~the~~an ~~initial~~effective ~~Business~~registration ~~Combination~~statement, ~~within~~exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the ~~Combination~~Securities ~~Period~~Act or another exemption. ~~The~~If ~~representative’s~~that ~~shares~~exemption, ~~are~~or ~~deemed~~another toexemption, beis ~~underwriters’~~not ~~compensation~~available, byholders ~~FINRA~~will ~~pursuant~~not be able to ~~FINRA~~exercise ~~Rule 5110~~their warrants on a cashless basis.

~~NOTE~~Redemption 8of warrants when the price per Class A ordinary share equals or exceeds $18.00. ~~FAIR~~Once ~~VALUE~~the ~~MEASUREMENTS~~warrants become exercisable, the Company may redeem the outstanding warrants:

~~The~~● ~~Company~~in ~~follows~~whole ~~the~~and ~~guidance~~not in ~~ASC~~part; ~~820~~● ~~for~~at ~~its~~a ~~financial~~price ~~assets~~of ~~and~~$0.01 ~~liabilities~~per ~~that~~warrant; ~~are~~● reupon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-~~measured~~day redemption period”) to each warrant holder; and ● if, and only if, the reported atlast ~~fair~~sale ~~value~~price atof ~~each~~the ~~reporting~~Class ~~period~~A ordinary share equals or exceeds $18.00 per share (as adjusted for share subdivisions, ~~and~~share ~~non-financial~~dividends, ~~assets~~rights issuances, reorganizations, recapitalizations and ~~liabilities~~the ~~that~~like) ~~are~~for reany 20 trading days within a 30-~~measured~~trading day period commencing once the warrants become exercisable and ~~reported~~ending at3 ~~fair~~business ~~value~~days atbefore ~~least~~the ~~annually~~Company send the notice of redemption to the warrant holders.

~~The~~If ~~fair~~holders ~~value~~ of ~~the~~Private ~~Company’s~~Placement ~~financial~~Warrants ~~assets~~elect ~~and~~to ~~liabilities~~exercise ~~reflects~~them ~~management’s~~on ~~estimate~~a ofcashless ~~amounts~~basis, ~~that~~they would pay the ~~Company~~exercise ~~would~~price ~~have~~by ~~received~~surrendering inthe ~~connection~~warrants ~~with~~for ~~the~~that ~~sale~~number of ~~the~~Class ~~assets~~A orordinary ~~paid~~shares inequal ~~connection~~to ~~with~~ the ~~transfer~~quotient ofobtained by dividing (x) the ~~liabilities~~product inof anthe ~~orderly~~number ~~transaction~~of ~~between~~Class ~~market~~A ~~participants~~ordinary atshares underlying the ~~measurement~~warrants, ~~date.~~multiplied Inby ~~connection~~the ~~with~~excess ~~measuring~~of the “fair market value” of(defined ~~its~~below) ~~assets~~over ~~and liabilities,~~ the ~~Company~~exercise ~~seeks~~price, toby ~~maximize~~(y) the ~~use~~fair ofmarket ~~observable~~value. ~~inputs~~The (“fair market ~~data~~value” ~~obtained~~for ~~from~~this ~~independent~~purpose ~~sources)~~shall ~~and~~mean ~~to minimize~~ the ~~use~~average ofreported ~~unobservable~~last ~~inputs~~sale ~~(internal~~price ~~assumptions~~of ~~about~~the ~~how~~Class ~~market~~A ~~participants~~ordinary ~~would~~share ~~price~~for ~~assets~~the ~~and~~10 ~~liabilities).~~trading ~~The~~days ~~following~~ending ~~fair~~on ~~value~~the ~~hierarchy~~third istrading ~~used~~day prior to ~~classify~~the ~~assets~~date ~~and liabilities based~~ on which the ~~observable~~notice ~~inputs~~of ~~and~~redemption ~~unobservable~~is ~~inputs~~sent ~~used in order~~ to ~~value~~ the ~~assets~~holders ~~and~~of ~~liabilities:~~warrants.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Representative Shares

20The Company issued to the representative or its designees 115,000 shares of Class A ordinary shares upon the consummation of the Initial Public Offering. These shares are referred to as the “representative shares”. The holders of the representative shares have agreed not to transfer, assign or sell any such ordinary shares until the completion of the initial Business Combination.

~~AURA~~In ~~FAT~~addition, ~~PROJECTS~~the ~~ACQUISITION~~holders ~~CORP~~of the representative’s shares have agreed (i) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. The representative’s shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

~~NOTES TO FINANCIAL STATEMENTS~~20

~~AUGUST 31,~~AURA ~~2023~~FAT PROJECTS ACQUISITION CORP

~~(Unaudited)~~NOTES TO FINANCIAL STATEMENTS

AtFEBRUARY ~~August 31~~29, 2023, assets held in the Trust Account were comprised of $1,194 in cash and $30,010,698 in U.S. Treasury securities. During the three and nine months ended August 31, 2023, the Company withdrew an amount of $3,689,723 of interest income from the Trust Account in connection with redemption.2024

At November 30, 2022, assets held in the Trust Account were comprised of $457 in cash and $118,784,885 in U.S. Treasury securities. During the period ended November 30, 2022, the Company did not withdraw any interest income from the Trust Account.(Unaudited)

~~The~~NOTE ~~following~~8. ~~table~~FAIR ~~presents~~VALUE information about the Company’s assets that are measured at fair value on a recurring basis at August 31, 2023 and November 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:MEASUREMENTS

Schedule of Fair Value, Assets Measured on Recurring Basis
Description	Level	August 31, 2023		Level	November 30, 2022
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	30,012,116	1	$	118,785,342

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

~~NOTE~~The 9fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. ~~SUBSEQUENT~~In ~~EVENTS~~connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The Company evaluated subsequent events and transactions that occurred after the unaudited balance sheets date up to the date that the unaudited financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the unaudited financial statements.

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

OnAt ~~September~~February 1429, ~~2023~~2024, ~~the~~assets ~~Company~~held ~~signed~~in athe ~~convertible~~Trust ~~promissory~~Account ~~note~~were ~~with~~comprised ~~the~~of ~~Sponsor~~$296 ~~for~~in cash and $131,~~000~~155,~~000~~655 ~~for~~in ~~working~~U.S. ~~capital~~Treasury ~~purposes~~securities. ~~The~~During ~~note~~the isthree ~~non-interest~~months ~~bearing~~ended ~~and~~February 29, ~~payable~~2024, ~~upon~~the ~~liquidation~~Company ordid ~~completion~~not ofwithdraw aany ~~Business~~amount ~~Combination~~from interest income from the Trust Account.

OnAt ~~September~~November 1930, 2023, ~~the~~assets ~~Company~~held ~~deposited~~in ~~$100,000 into~~ the Trust ~~account~~Account inwere ~~connection~~comprised ~~with the extension~~ of ~~the~~$1,055 ~~date~~in bycash ~~which~~and ~~the~~$30,603,404 ~~Company~~in ~~may~~U.S. ~~consummate~~Treasury ansecurities. ~~initial~~During ~~business~~the ~~combination~~year byended ~~one month from August~~November 1830, 2023 ~~to September 18~~, ~~2023 (~~the ~~“Second Extension”) and in connection with the extension of the date by which the~~ Company ~~may~~withdrew ~~consummate~~ an ~~initial~~amount ~~business~~of ~~combination by one month from September 18~~$92, ~~2023 to October 18~~514,424 ~~2023~~of ~~(the~~interest ~~“Third~~income ~~Extension”).~~from ~~The Third Extension is~~ the ~~third~~Trust ofAccount ~~twelve-monthly~~in ~~extensions~~connection ~~permitted~~with ~~under the Company’s governing documents~~redemption.

21The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at February 29, 2024 and November 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Description	Level	February 29, 2024		Level	November 30, 2023
Assets:
Investments held in Trust Account – U.S. Treasury Securities and Money Market Funds	1	$	31,156,815	1	$	30,604,459

~~References~~NOTE ~~in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Aura FAT Projects Acquisition Corp~~9. ~~References~~SUBSEQUENT to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Aura FAT Projects Capital LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.EVENTS

~~Special~~The ~~Note~~Company ~~Regarding~~evaluated ~~Forward-Looking~~subsequent ~~Statements~~events and transactions that occurred after the unaudited balance sheets date up to the date that the unaudited financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events, other than disclosed below or within these financial statements, that would have required adjustment or disclosure in the unaudited financial statements.

~~This~~On ~~Quarterly Report includes “forward-looking statements” within the meaning of Section~~March 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements21, ~~other than statements of historical fact included in this Form 10-Q including~~2024, ~~without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding~~ the ~~completion of the Proposed Business Combination (as defined below), the~~ Company’s ~~financial~~caused position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to ~~identify~~be ~~such~~deposited ~~forward-looking statements. Such forward-looking statements relate to future events or future performance~~$50,000 ~~but~~into ~~reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from~~ the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final~~trust ~~prospectus~~account for its ~~Initial~~public ~~Public~~shareholders, ~~Offering~~allowing ~~filed with~~ the ~~U.S. Securities and Exchange Commission (the “SEC”). The~~ Company’s ~~securities~~to ~~filings~~extend ~~can be accessed on~~ the ~~EDGAR~~date ~~section~~by ofwhich the ~~SEC’s~~Company ~~website~~may atconsummate ~~www.sec.gov.~~an ~~Except~~initial asbusiness ~~expressly~~combination ~~required~~ by ~~applicable~~one ~~securities~~month ~~law~~from March 18, ~~the~~2024 ~~Company disclaims any intention or obligation~~ to ~~update or revise any forward-looking statements whether as a result of new information~~April 18, ~~future events or otherwise~~2024.

~~Overview~~21

WeItem are a blank check company incorporated in the Cayman Islands on December 6, 2021 formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”)2. WeManagement’s ~~intend~~Discussion toand ~~effectuate~~Analysis ~~our Business Combination using cash derived from the proceeds~~ of ~~the~~Financial ~~Initial~~Condition ~~Public Offering~~ and ~~the~~Results ~~sale~~ of ~~the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.~~Operations

WeReferences ~~expect~~in this report (the “Quarterly Report”) to ~~continue~~“we,” “us” or the “Company” refer to ~~incur~~Aura ~~significant~~FAT ~~costs~~Projects inAcquisition ~~the~~Corp. ~~pursuit~~References ofto our ~~acquisition~~“management” ~~plans.~~or Weour ~~cannot~~“management ~~assure~~team” ~~you~~refer ~~that~~to our ~~plans~~officers and directors, and references to ~~complete~~the a“Sponsor” ~~Business~~refer ~~Combination~~to ~~will~~Aura FAT Projects Capital LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be ~~successful~~read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Recent~~Special ~~Developments~~Note Regarding Forward-Looking Statements

OnThis ~~July 17,~~Quarterly ~~2023,~~Report ~~the~~includes ~~board~~“forward-looking ~~held~~statements” awithin ~~special~~the ~~meeting~~meaning (of Section 27A of the ~~“Special~~Securities ~~Meeting”)~~Act ~~where~~of ~~our~~1933 ~~shareholders~~and ~~approved~~Section 21E of the ~~proposal~~Exchange ~~(the~~Act ~~“Trust~~that ~~Amendment~~are ~~Proposal”)~~not tohistorical ~~authorize~~facts ~~the~~and ~~Company~~involve torisks ~~enter~~and ~~into~~uncertainties ~~Amendment~~that ~~No.~~could 1cause actual results to ~~the~~differ ~~Trust~~materially ~~Agreement~~from ~~(the~~those ~~“Trust~~expected ~~Agreement~~and ~~Amendment”)~~projected. toAll ~~amend~~statements, ~~the~~other ~~Trust~~than ~~Agreement~~statements toof ~~allow~~historical ~~the~~fact ~~Company~~included toin ~~extend~~this ~~beyond~~Form ~~July 18~~10-Q including, ~~2023~~without ~~the~~limitation, ~~date~~statements byin ~~which~~this ~~the~~“Management’s ~~Company~~Discussion ~~must~~and ~~have~~Analysis ~~completed~~of ~~its~~Financial ~~initial~~Condition ~~business~~and ~~combination.~~Results ~~Pursuant~~of toOperations” regarding the ~~Trust~~completion ~~Agreement~~of ~~Amendment,~~ the ~~Company~~Proposed ~~has~~Business ~~the~~Combination ~~right~~(as todefined ~~extend~~below), ~~beyond~~the ~~July 18~~Company’s financial position, ~~2023~~business (strategy and the ~~“Original~~plans ~~Termination~~and ~~Date”)~~objectives byof upmanagement tofor 12future operations, 1are forward-~~month~~looking ~~extensions~~statements. ~~through~~Words ~~July 18,~~such ~~2024~~as ~~(each~~“expect,” of“believe,” ~~the~~“anticipate,” 12“intend,” ~~1-month extensions~~“estimate,” an “~~Extension~~seek”, and ~~each~~variations ~~such~~and ~~extended~~similar ~~date~~words aand ~~“Deadline~~expressions ~~Date”)~~are ~~the~~intended ~~date~~to byidentify ~~which~~such ~~the~~forward-looking ~~Company~~statements. ~~must~~Such ~~consummate~~forward-looking ~~the~~statements ~~initial~~relate ~~Business~~to ~~Combination~~future ~~and~~events ~~the~~or ~~Sponsor~~future ~~will~~performance, ~~deposit~~but ~~into~~reflect ~~the~~management’s ~~Trust~~current ~~Account~~beliefs, ~~the~~based ~~lesser~~on information currently available. A number of ~~(x)~~factors ~~$50~~could cause actual events,~~000~~ performance or ~~(y)~~results ~~$0.045~~to ~~per~~differ ~~share~~materially ~~for~~from ~~each~~the ~~Public~~events, ~~Share~~performance ~~outstanding~~and asresults ofdiscussed in the ~~applicable~~forward-looking ~~Deadline~~statements, ~~Date~~including ~~for~~that ~~each~~the ~~one-month~~conditions ~~extension~~of (the ~~“Extension~~Proposed ~~Payment”)~~Business ~~(the~~Combination ~~“Extension~~are ~~Amendment~~not ~~Proposal”)~~satisfied. ~~Pursuant~~For information identifying important factors that could cause actual results to ~~the~~differ ~~Extension~~materially ~~Amendment~~from ~~Proposal~~those onanticipated ~~July 19,~~in ~~2023~~the ~~and~~forward-looking ~~September 19~~statements, ~~2023,~~please werefer ~~deposited~~to anthe ~~aggregate~~Risk ~~amount~~Factors section of ~~$150,000~~the ~~into~~Company’s ~~the~~final ~~Trust~~prospectus ~~account~~for asits ~~part~~Initial ofPublic Offering filed with the ~~first,~~U.S. ~~second~~Securities and ~~third~~Exchange ofCommission 12(the ~~1-month~~“SEC”). ~~extensions~~The toCompany’s ~~extend~~securities filings can be accessed on the ~~date~~EDGAR bysection ~~which~~of the ~~Company~~SEC’s ~~must~~website ~~consummate~~at ~~its~~www.sec.gov. ~~initial~~Except ~~business~~as ~~combination~~expressly ~~from~~required ~~July 18~~by applicable securities law, ~~2023~~the Company disclaims any intention or obligation to ~~October 18~~update or revise any forward-looking statements whether as a result of new information, ~~2023~~future events or otherwise.

22Overview

AtWe ~~the~~are ~~Special~~a ~~Meeting,~~blank ~~shareholders~~check ~~also~~company ~~approved~~incorporated ~~the~~in ~~NTA Amendment to remove from~~ the ~~existing~~Cayman ~~charter~~Islands ~~the~~on ~~following~~December 6, ~~limitations:~~2021 ~~(i)~~formed ~~that~~for the ~~Company~~purpose ~~will~~of ~~only~~entering ~~redeem~~into ~~offering~~a ~~shares~~merger, socapital ~~long~~stock asexchange, ~~(after~~asset ~~such redemption)~~acquisition, ~~the~~stock ~~Company’s~~purchase, ~~net tangible assets (“NTA”) will be at least $5~~recapitalization,~~000,001~~ orreorganization ~~any greater NTA~~ or ~~cash~~other ~~requirement~~similar ~~that may be contained in the agreement relating to an initial~~ business combination ~~and~~with ~~after~~one ~~payment~~or ofmore ~~the~~businesses ~~underwriters’~~or ~~fees~~entities ~~and commission~~ (~~the~~ “~~Redemption~~Business ~~Limitation~~Combination”),. ~~(ii)~~We ~~that~~intend ~~the~~to ~~Company~~effectuate ~~shall~~our ~~not~~Business ~~redeem~~Combination ~~offering~~using ~~shares~~cash inderived ~~connection~~from ~~with~~ the ~~consummation~~proceeds of ~~a business combination if~~ the ~~Redemption~~Initial ~~Limitation~~Public isOffering ~~exceeded,~~ and ~~(iii) that~~ the ~~Company~~sale ~~shall~~of ~~not consummate a business combination pursuant to a tender offer if~~ the ~~Redemption~~Private ~~Limitation~~Placement ~~is exceeded (the “NTA Proposal”). In connection with the voting on the NTA Proposal~~Warrants, ~~the~~our ~~Extension Amendment Proposal~~shares, ~~and~~debt ~~the~~or ~~Trust~~a ~~Amendment~~combination ~~Proposal at the Special Meeting, holders~~ of 8cash,~~708,304~~ shares ofand ~~Class A ordinary shares exercised the right to redeem such shares for a payment of $92,514,424 or approximately $10~~debt.~~62 per share.~~

~~Advances~~We ~~from~~expect ~~Related~~to ~~Party~~continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

OnRecent July 20, 2023 and August 1, 2023, we received advances from the Sponsor of $50,000 and $225,000, respectively (the “Advances”). On July 19, 2023, the Company used $50,000 of the Advances to deposit the Extension Payment into the Trust account in connection with the Extension Amendment Proposal to extend beyond July 18, 2023 the date by which the Company must have completed its initial business combination.Developments

On July 17, 2023, the board held a special meeting (the “Special Meeting”) where our shareholders approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No. 1 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow the Company to extend beyond July 18, 2023 the date by which the Company must have completed its initial business combination. Pursuant to the Trust Agreement Amendment, the Company has the right to extend beyond July 18, 2023 (the “Original Termination Date”) by up to 12, 1-month extensions through July 18, 2024 (each of the 12, 1-month extensions, an “Extension”, and each such extended date a “Deadline Date”) the date by which the Company must consummate the initial Business Combination ~~Agreement~~and the Sponsor will deposit into the Trust Account the lesser of (x) $50,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable Deadline Date for each one-month extension (the “Extension Payment”) (the “Extension Amendment Proposal”). Pursuant to the Extension Amendment Proposal, as of February 29, 2024, we deposited an aggregate amount of $400,000 into the Trust account as part of the first, second, third, fourth, fifth, sixth, seventh and eighth of 12 1-month extensions to extend the date by which the Company must consummate its initial business combination from July 18, 2023 to March 18, 2024.

On May 7, 2023, we, entered into a definitive Business Combination Agreement (the “Agreement”) with Allrites Holdings Pte Ltd., a Singapore private company limited by shares, (“Allrites”), and Meta Gold Pte. Ltd., a Singapore exempt private company limited by shares, in its capacity as the representative for the shareholders of Allrites. The transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination.”22

~~Allrites~~At ~~Share~~the ~~Recapitalization~~Special Meeting, shareholders also approved the NTA Amendment to remove from the existing charter the following limitations: (i) that the Company will only redeem offering shares so long as (after such redemption), the Company’s net tangible assets (“NTA”) will be at least $5,000,001 or any greater NTA or cash requirement that may be contained in the agreement relating to an initial business combination and after payment of the underwriters’ fees and commission (the “Redemption Limitation”), (ii) that the Company shall not redeem offering shares in connection with the consummation of a business combination if the Redemption Limitation is exceeded, and (iii) that the Company shall not consummate a business combination pursuant to a tender offer if the Redemption Limitation is exceeded (the “NTA Proposal”). In connection with the voting on the NTA Proposal, the Extension Amendment Proposal, and the Trust Amendment Proposal at the Special Meeting, holders of 8,708,304 shares of Class A ordinary shares exercised the right to redeem such shares for a payment of $92,514,424 or approximately $10.62 per share.

~~Immediately~~Advances prior to the closing of the Business Combination (the “Closing”), but contingent upon the Closing, Allrites will effect a capital restructuring whereby (i) each then outstanding (A) Allrites restricted ordinary share, (B) Allrites non-voting share, (C) Allrites preference share, and (D) Allrites option, will become vested and exercisable and will convert into Allrites Ordinary Shares, and (ii) any retained shares (including the shares received from ~~the~~Related exercise of all Allrites options) will be converted into Company Ordinary Shares, and (iii) each of the Allrites option holders will (a) exercise each of their options for Allrites Ordinary Shares and (b) retain such Allrites Ordinary Shares received upon exercise of the Options, as well as the remaining Allrites Ordinary Shares.Party

~~Exchange~~As ~~Consideration~~of February 29, 2024 the Company received aggregate advances of $920,000 from the Sponsor. As of February 29, 2024, the Company used $400,000 of the advances to deposit the Extension Payment into the Trust account in connection with the Extension Amendment Proposal to extend beyond the extended date of July 18, 2024 by which the Company must have completed its initial business combination. These advances are non-interest bearing and payable the earlier of the closing of the merger or July 18, 2024. As of February 29, 2024 and November 30, 2023, the Company has $920,000 and $800,000 in advances owed to the Sponsor, respectively.

~~As consideration for the~~ Business Combination, ~~subject to the terms and conditions set forth in the~~ Agreement, and contingent upon the Closing, Allrites shareholders collectively shall be entitled to receive from the Company, in the aggregate, 9,200,000 Company Class A Ordinary Shares, valued at $10.00 per share, for an aggregate value equal to ninety-two million and no/100s dollars ($92,000,000). Each Allrites shareholder shall be entitled to receive the amount of Company Class A Ordinary Shares in accordance with the Agreement (the “Exchange”). Following the Exchange, the Allrites shareholders will become shareholders of the Company and Allrites will continue as a wholly owned subsidiary of AFAR. Each Allrites shareholder, upon receiving the Company Class A Ordinary Shares, will cease to have any other rights in and to shares of Allrites.

AsOn ~~additional~~May 7, ~~consideration for the Business Combination~~2023, ~~subject to certain conditions~~we, ifentered ~~Allrites’~~into ~~recurring~~a ~~revenue~~definitive ~~recognized~~Business ~~solely~~Combination ~~from~~Agreement (the ~~sale of products and services to its contracted subscription customer base in accordance with GAAP measured for each of the first two fiscal years following Closing (each, an~~ “~~Earnout Period~~Agreement”) ~~exceeds~~with ~~the~~Allrites ~~thresholds~~Holdings ofPte ~~$12~~Ltd.,~~000,000~~ ~~for~~a ~~the~~Singapore ~~first~~private ~~Earnout~~company ~~Period~~limited ~~and~~by ~~$20~~shares,~~000,000~~ ~~for the second Earnout Period, the Company will issue to the Allrites shareholders:~~ (i“Allrites”) ~~in connection with the first Earnout Period~~, ~~if earned~~ and ~~payable,~~Meta ~~800,000~~Gold ~~Company~~Pte. ~~Class A Ordinary Shares~~Ltd., ~~valued~~a atSingapore ~~$10.00~~exempt ~~per~~private ~~share,~~company ~~for~~limited anby ~~aggregate value of $8~~shares,~~000,000;~~ ~~and (ii)~~ in ~~connection~~its ~~with~~capacity as the ~~second~~representative ~~Earnout Period, if earned and payable, 1,000,000 Company Class A Ordinary Shares, valued at $10.00 per share,~~ for anthe ~~aggregate~~shareholders ~~value~~ of ~~$10,000,000~~Allrites. IfThe ~~the~~transactions ~~recurring~~contemplated ~~revenue~~by ~~for~~ the ~~first~~Agreement ~~Earnout~~are ~~Period~~hereinafter ~~fails~~referred to ~~meet~~as ~~or exceed~~ the ~~Earnout~~“Business Threshold but the recurring revenue for the second Earnout Period meets or exceeds the Earnout Threshold for the second Earnout Period, AFAR shall issue to the Company Shareholders both the First Earnout and the Second EarnoutCombination.”

23Allrites Share Recapitalization

~~Termination~~Immediately ~~and~~prior ~~Break~~to the closing of the Business Combination (the “Closing”), but contingent upon the Closing, Allrites will effect a capital restructuring whereby (i) each then outstanding (A) Allrites restricted ordinary share, (B) Allrites non-Upvoting ~~Fee~~share, (C) Allrites preference share, and (D) Allrites option, will become vested and exercisable and will convert into Allrites Ordinary Shares, and (ii) any retained shares (including the shares received from the exercise of all Allrites options) will be converted into Company Ordinary Shares, and (iii) each of the Allrites option holders will (a) exercise each of their options for Allrites Ordinary Shares and (b) retain such Allrites Ordinary Shares received upon exercise of the Options, as well as the remaining Allrites Ordinary Shares.

~~The~~Exchange Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing. If the Agreement is terminated, all further obligations of the parties related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general provisions under the Agreement will terminate and will be of no further force and effect, and no party to the Agreement will have any further liability to any other party thereto except for liability for certain fraud claims or for willful breach of the Agreement prior to the termination.Consideration

~~The~~As ~~Agreement~~consideration ~~may~~for bethe ~~terminated~~Business atCombination, ~~any~~subject ~~time prior~~ to the ~~Closing~~terms byand ~~either~~conditions set forth in the ~~Company~~Agreement, orand ~~Allrites~~contingent ifupon the Closing, ~~has~~Allrites ~~not~~shareholders ~~occurred~~collectively onshall orbe ~~prior~~entitled to ~~July 18,~~receive ~~2023~~from (the ~~“Business~~Company, ~~Combination~~in ~~Deadline”) unless~~ the ~~Company~~aggregate, at9,200,000 ~~its~~Company ~~election,~~Class ~~receives~~A ~~shareholder~~Ordinary ~~approval~~Shares, ~~for~~valued aat ~~charter~~$10.00 ~~amendment~~per toshare, ~~extend~~for ~~the~~an ~~term~~aggregate itvalue ~~has~~equal to ~~consummate~~ninety-two amillion ~~business~~and ~~combination~~no/100s ~~(“Extension~~dollars ~~Option”)~~($92,000,000). ~~for~~Each anAllrites ~~additional~~shareholder ~~six~~shall ~~months~~be ~~for~~entitled to receive the amount of Company toClass ~~consummate~~A aOrdinary ~~business~~Shares ~~combination~~in ~~pursuant~~accordance towith the ~~charter~~Agreement ~~amendment~~(the “Exchange”). AFollowing ~~party~~the isExchange, ~~not~~the ~~entitled~~Allrites toshareholders ~~terminate~~will ~~the~~become ~~Agreement~~shareholders ifof the ~~failure~~Company and Allrites will continue as a wholly owned subsidiary of the ~~Closing~~Company. toEach ~~occur~~Allrites byshareholder, ~~such~~upon ~~date~~receiving ~~was~~the ~~caused~~Company byClass orA ~~the~~Ordinary ~~result~~Shares, ofwill acease ~~breach~~to ofhave ~~the~~any ~~Agreement~~other byrights ~~such~~in ~~party~~and to shares of Allrites.

The Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of the Company and Allrites; (ii) by either the Company or Allrites if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable; (iii) by Allrites for the Company’s material uncured breach of the Agreement, if the breach would result in the failure of the related Closing condition; (iv) by the Company for the material uncured breach of the Agreement by Allrites, if the breach would result in the failure of the related Closing condition; (v) by the Company if there has been a Company Material Adverse Effect with respect to Allrites since the date of the Agreement, which is uncured and continuing; or (vi) by either the Company or Allrites if the Company holds an extraordinary general meeting of its shareholders to approve the Agreement and the Business Combination and such approval is not obtained.23

InAs additional consideration for the ~~event~~Business Combination, subject to certain conditions, if Allrites’ recurring revenue recognized solely from the ~~Agreement~~sale isof ~~terminated~~products and services to its contracted subscription customer base in accordance with GAAP measured for each of the first two fiscal years following Closing (each, an “Earnout Period”) exceeds the ~~terminating~~thresholds ~~party~~of ~~shall~~$12,000,000 ~~pay~~for the first Earnout Period and $520,000,000 for the second Earnout Period, the Company will issue to the ~~non-terminating~~Allrites ~~party~~shareholders: (i) in connection with the first Earnout Period, ~~within~~if ~~three~~earned ~~business~~and ~~days~~payable, by800,000 ~~wire~~Company ~~transfer~~Class A Ordinary Shares, valued at $10.00 per share, for an aggregate value of ~~immediately~~$8,000,000; ~~available~~and ~~funds~~(ii) toin connection with the second Earnout Period, if earned and payable, 1,000,000 Company Class A Ordinary Shares, valued at $10.00 per share, for an ~~account~~aggregate ~~specified~~value byof $10,000,000. If the ~~non-terminating~~recurring ~~party~~revenue for the first Earnout Period fails to meet or exceed the Earnout Threshold but the recurring revenue for the second Earnout Period meets or exceeds the Earnout Threshold for the second Earnout Period, asAFAR ~~liquidated~~shall ~~damages~~issue to the Company Shareholders both the First Earnout and the Second Earnout.

~~Subscription~~Termination ~~Agreements~~and Break-Up Fee

InThe ~~connection with entry into the~~ Agreement, ~~the Company~~ may ~~enter~~be ~~into~~terminated ~~subscription~~under ~~agreements~~certain ~~with~~customary ~~certain~~and ~~accredited~~limited ~~investors~~circumstances ~~(the~~at ~~“Subscription~~any ~~Agreements”),~~time ~~pursuant~~prior to ~~which~~the ~~such~~Closing. ~~investors~~If ~~would~~the ~~subscribe~~Agreement ~~for~~is ~~Company~~terminated, ~~Class~~all Afurther ~~Ordinary~~obligations ~~Shares and/or any combination~~ of ~~Allrites;~~the ~~Preference~~parties ~~Shares~~related ~~that~~to ~~are~~public ~~convertible into Company Class A Ordinary Shares~~announcements, ~~or warrants~~confidentiality, ~~options~~fees orand ~~rights~~expenses, ~~that~~trust ~~are~~account ~~exercisable~~waiver, ~~for~~termination ~~Company~~and ~~Class~~general Aprovisions ~~Ordinary~~under ~~Shares at~~ the ~~Closing~~Agreement ofwill ~~the~~terminate ~~Business~~and ~~Combination,~~will ~~all~~be inof anno ~~aggregate~~further ~~amount~~force ~~equal~~and oneffect, aand ~~fully-diluted~~no ~~basis~~party to ~~one~~the ~~million~~Agreement ~~(1,000,000)~~will ~~Class~~have Aany ~~Ordinary~~further ~~Shares~~liability ~~(the~~to ~~“Pool~~any ~~Shares”).~~other ~~The~~party ~~Pool~~thereto ~~Shares~~except ~~would~~for beliability ~~issued~~ for ~~purposes~~certain ~~that~~fraud ~~are~~claims ~~mutually~~or ~~reasonably~~for ~~acceptable~~willful tobreach of the ~~Company~~Agreement ~~and~~prior ~~Allrites and pursuant~~ to ~~Subscription~~the ~~Agreements and other related private placement documents~~termination.

The ~~foregoing~~Agreement ~~description~~may ofbe terminated at any time prior to the ~~Subscription~~Closing ~~Agreements~~by ~~does~~either the Company or Allrites if the Closing has not ~~purport~~occurred on or prior to beJuly 18, ~~complete~~2024 ~~and~~(the is“Business ~~qualified~~Combination inDeadline”) unless the Company, at its ~~entirety~~election, byreceives shareholder approval for a charter amendment to extend the ~~terms~~term ~~and~~it ~~conditions~~has ofto consummate a business combination (“Extension Option”), for an additional six months for the ~~Subscription~~Company ~~Agreements~~to ~~entered~~consummate ~~into~~a ~~from~~business ~~time-~~combination pursuant to~~-time~~ the charter amendment. A party is not entitled to terminate the Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Agreement by such party.

~~Share~~The ~~Exchange~~Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of the Company and Allrites; (ii) by either the Company or Allrites if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable; (iii) by Allrites for the Company’s material uncured breach of the Agreement, if the breach would result in the failure of the related Closing condition; (iv) by the Company for the material uncured breach of the Agreement by Allrites, if the breach would result in the failure of the related Closing condition; (v) by the Company if there has been a Company Material Adverse Effect with respect to Allrites since the date of the Agreement, which is uncured and continuing; or (vi) by either the Company or Allrites if the Company holds an extraordinary general meeting of its shareholders to approve the Agreement and the Business Combination and such approval is not obtained.

AtIn the ~~Closing,~~event ~~each Allrites shareholder and~~ the ~~Company, will enter into a Share Exchange~~ Agreement ~~for~~is terminated, the ~~purpose~~terminating ofparty ~~issuing~~shall ~~the~~pay ~~Exchange~~$5,000,000 ~~Consideration~~ to ~~each of~~ the ~~Allrites~~non-terminating ~~shareholders~~party, ~~that~~within ~~transfer~~three ~~the~~business ~~Allrites~~days, ~~ordinary~~by ~~shares,~~wire ~~providing~~transfer ~~for~~of ~~the~~immediately ~~exchange~~available offunds ~~that~~to ~~Allrites~~an ~~shareholder’s~~account ~~Allrites~~specified ~~shares~~by ~~for~~the ~~Company~~non-terminating ~~Class~~party, Aas ~~Ordinary~~liquidated ~~Shares~~damages.

~~The~~Subscription ~~foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Share Exchange Agreement.~~Agreements

24In connection with entry into the Agreement, the Company may enter into subscription agreements with certain accredited investors (the “Subscription Agreements”), pursuant to which such investors would subscribe for Company Class A Ordinary Shares and/or any combination of Allrites; Preference Shares that are convertible into Company Class A Ordinary Shares, or warrants, options or rights that are exercisable for Company Class A Ordinary Shares at the Closing of the Business Combination, all in an aggregate amount equal on a fully-diluted basis to one million (1,000,000) Class A Ordinary Shares (the “Pool Shares”). The Pool Shares would be issued for purposes that are mutually reasonably acceptable to the Company and Allrites and pursuant to Subscription Agreements and other related private placement documents.

~~Results of Operations~~24

WeThe ~~have~~foregoing ~~neither~~description ~~engaged~~of ~~in any operations nor generated any revenues to date. Our only activities from December 6, 2021 (inception) through August 31, 2023 were organizational activities, those necessary to prepare for~~ the ~~Initial~~Subscription ~~Public~~Agreements ~~Offering,~~does ~~described below, and identifying a target company for a Business Combination. We do~~ not ~~expect~~purport to ~~generate~~be ~~any~~complete ~~operating~~and ~~revenues~~is ~~until~~qualified ~~after the completion of our Business Combination. We generate non-operating income~~ in ~~the~~its ~~form~~entirety ofby ~~interest income on marketable securities held in~~ the ~~Trust~~terms ~~Account.~~and Weconditions ~~incur expenses as a result~~ of ~~being~~the aSubscription ~~public~~Agreements ~~company~~entered ~~(for~~into ~~legal,~~from ~~financial reporting, accounting and auditing compliance), as well as for due diligence expenses~~time-to-time.

~~For~~Share ~~the~~Exchange three months ended August 31, 2023, we had a net income of $553,286, which consists of interest income on marketable securities held in the Trust Account of $1,009,563 and an unrealized gain on marketable securities held in our Trust Account of $9,101, offset by operating and formation costs of $465,378.Agreement

~~For~~At the ~~nine~~Closing, ~~months~~each ~~ended~~Allrites ~~August 31,~~shareholder ~~2023~~and the Company, wewill ~~had~~enter into a ~~net~~Share ~~income~~Exchange ofAgreement ~~$2,358,955,~~for ~~which~~the ~~consists~~purpose of ~~interest~~issuing ~~income~~the onExchange ~~marketable~~Consideration ~~securities~~to ~~held~~each inof the ~~Trust~~Allrites ~~Account~~shareholders ofthat ~~$3,687,468~~transfer ~~and~~the anAllrites ~~unrealized~~ordinary ~~gain~~shares, onproviding ~~marketable~~for ~~securities~~the ~~held~~exchange inof ~~our~~that ~~Trust~~Allrites ~~Account~~shareholder’s ofAllrites ~~$3,730,~~shares ~~offset~~for bythe ~~operating~~Company’s ~~and~~Class ~~formation~~A ~~costs~~Ordinary ~~of $1,332,243~~Shares.

~~For~~The ~~the~~foregoing ~~three~~description ~~months~~of ~~ended~~the ~~August 31,~~Share ~~2022,~~Exchange weAgreement ~~had~~does anot ~~net~~purport ~~income~~to ofbe ~~$277,545,~~complete ~~which~~and ~~consists~~is ofqualified ~~interest income on marketable securities held~~ in ~~the~~its ~~Trust~~entirety ~~Account of $463,152, offset~~ by ~~operating~~the terms and ~~formation~~conditions ~~costs~~ of ~~$183,680~~the ~~and~~form anof ~~unrealized~~Share ~~loss~~Exchange ~~on marketable securities held in our Trust Account of $1,927~~Agreement.

~~For~~Results ~~the period from December 6, 2021 (inception) through August 31, 2022, we had a net income~~ of $147,226, which consists of interest income on marketable securities held in the Trust Account of $573,033, offset by operating and formation costs of $419,782 and an unrealized loss on marketable securities held in our Trust Account of $6,025.Operations

~~Liquidity~~We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 6, 2021 (inception) through February 29, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and ~~Capital~~identifying ~~Resources~~a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

OnFor ~~April 18, 2022, we consummated~~ the ~~Initial~~three ~~Public~~months ~~Offering~~ended ~~of 11~~February 29,~~500,000~~ ~~Units~~2024, atwe had a ~~price~~net income of $~~10.00 per Unit~~224,952, which ~~includes~~consists ~~the exercise~~ of ~~the~~interest ~~over-allotment~~income ~~option~~on inmarketable ~~full~~securities ofheld ~~1,500,000~~in ~~Units,~~the ~~generating~~Trust ~~gross~~Account ~~proceeds~~ of $~~115~~409,~~000,000.~~070 ~~Simultaneously~~and ~~with~~interest ~~the~~earned ~~closing~~on ofnote ~~the~~receivable ~~Initial Public Offering, we consummated the private sale~~ of 5$1,~~000~~590,~~000~~ ~~Private~~offset ~~Placement~~by ~~Warrants~~operating atcosts ~~a price~~ of $~~1.00~~178,993 ~~per~~and ~~Private~~an ~~Placement~~unrealized ~~Warrant~~gain inon amarketable ~~private~~securities ~~placement~~held ~~to the Sponsor generating gross proceeds to the Company~~ in ~~the~~our ~~amount~~Trust Account of $56,~~000,000~~715.

~~Following~~For the ~~Initial~~three ~~Public~~months ~~Offering~~ended February 28, ~~the~~2023, ~~full~~we ~~exercise~~had ofa ~~the~~net ~~over-allotment~~income ~~option~~of $983,179, ~~and~~which ~~the~~consists ~~sale~~ of ~~the~~interest ~~Private~~income ~~Units,~~on amarketable ~~total~~securities ofheld ~~$117,300,000 was placed~~ in the Trust Account. Weof ~~incurred~~ $51,~~724~~249,~~785~~613, inoffset ~~Initial~~by ~~Public~~operating ~~Offering related~~ costs, ~~including~~of $1262,~~150,000~~558 ofand ~~underwriting~~an ~~fees~~unrealized ~~and~~loss ~~$4,025,000~~on ofmarketable ~~deferred~~securities ~~underwriting~~held ~~fees~~in ~~and~~our ~~$549,785~~Trust Account of ~~other offering costs~~$3,876.

~~For~~Liquidity the nine months ended August 31, 2023, cash used in operating activities was $540,784. Net income of $2,358,955 was affected by interest earned on marketable securities held in the Trust Account of $3,687,468 and ~~unrealized~~Capital ~~gain on marketable securities held in the Trust account of $3,730. Changes in operating assets and liabilities provided $791,459 of cash for operating activities.~~Resources

~~For~~On ~~the~~April 18, ~~period~~2022, ~~from~~we ~~December 6,~~consummated ~~2021~~the ~~(inception)~~Initial ~~through~~Public ~~August 31~~Offering of 11,500,000 ~~2022~~Units, ~~cash~~at ~~used~~a inprice ~~operating~~of ~~activities was~~ $~~493,906~~10.00 ~~Net~~per ~~income~~Unit, ofwhich ~~$147,226~~includes ~~was~~the ~~affected~~exercise byof ~~interest~~the ~~earned~~over-allotment onoption ~~marketable~~in ~~securities~~full ~~held~~of in1,500,000 ~~the~~Units, ~~Trust~~generating ~~Account~~gross proceeds of $~~573~~115,~~033~~000,000. ~~unrealized~~Simultaneously ~~loss~~with onthe ~~marketable~~closing ~~securities~~of ~~held~~the inInitial Public Offering, we consummated the ~~Trust~~private ~~account~~sale of $65,~~025~~000,000 ~~and~~Private ~~deferred~~Placement ~~legal~~Warrants ~~fees~~at a price of $~~5,881~~1.00 ~~Changes~~per Private Placement Warrant in ~~operating~~a ~~assets~~private ~~and~~placement ~~liabilities~~to ~~used~~the ~~$80,005~~Sponsor ofgenerating ~~cash~~gross ~~for~~proceeds ~~operating~~to ~~activities~~the Company in the amount of $5,000,000.

AsFollowing ofthe ~~August 31,~~Initial ~~2023~~Public Offering, ~~we had marketable securities held in~~ the ~~Trust~~full ~~Account~~exercise of ~~$30,012,116~~the ~~(including~~over-allotment $1option,~~486,817~~ ofand ~~interest~~the ~~income,~~sale ~~net~~ of ~~unrealized~~the ~~losses)~~Private ~~consisting~~Units, ~~of U.S. Treasury Bills with~~ a ~~maturity~~total of ~~185~~$117,300,000 ~~days~~was orplaced ~~less.~~in ~~We may withdraw interest from~~ the Trust Account ~~to pay taxes, if any~~. We ~~intend~~incurred to$5,724,785 ~~use~~in ~~substantially~~Initial ~~all~~Public ofOffering ~~the~~related ~~funds held in the Trust Account~~costs, including ~~any amounts representing interest earned on the Trust Account (less income taxes payable)~~$1, ~~to complete our Business Combination. To the extent that our share capital or debt is used~~150,000 inof ~~whole~~underwriting orfees inand ~~part~~$4, ~~as consideration to complete our Business Combination~~025,000 ~~the remaining proceeds held in the Trust Account will be used as working capital to finance the operations~~ of ~~the~~deferred ~~target~~underwriting ~~business~~fees orand ~~businesses~~$549,785 ~~make~~of other ~~acquisitions~~offering ~~and pursue our growth strategies~~costs.

25For the three months ended February 29, 2024, cash used in operating activities was $71,495. Net income of $224,952 was affected by interest earned on marketable securities held in the Trust Account of $409,070 and unrealized gain on marketable securities held in the Trust account of $6,715. Changes in operating assets and liabilities provided $105,908 of cash for operating activities.

AsFor ofthe ~~August~~three months ended February 3128, 2023, wecash ~~had~~used ~~cash~~in ofoperating activities was $44220,~~746~~839. WeNet ~~intend~~income toof ~~use~~$983,179 ~~the~~was ~~funds~~affected ~~held~~by ~~outside~~interest ~~the~~earned ~~Trust~~on ~~Account~~marketable ~~primarily~~securities toheld ~~identify~~in ~~and~~the ~~evaluate~~Trust ~~target~~Account ~~businesses~~of $1,249,613 ~~perform~~and ~~business~~unrealized ~~due~~loss ~~diligence~~ on ~~prospective~~marketable ~~target~~securities ~~businesses,~~held ~~travel~~in ~~to and from~~ the ~~offices,~~Trust ~~plants~~account ~~or similar locations~~ of ~~prospective target businesses or their representatives or owners~~$3,876. ~~review~~Changes ~~corporate~~in ~~documents~~operating assets and ~~material~~liabilities ~~agreements~~provided ~~of prospective target businesses~~$41,719 ~~and~~of ~~structure,~~cash ~~negotiate~~for ~~and~~operating ~~complete a Business Combination~~activities.

InAs ~~order~~of toFebruary 29, ~~fund~~2024, ~~working~~we ~~capital~~had ~~deficiencies~~marketable orsecurities ~~finance~~held ~~transaction costs~~ in ~~connection~~the ~~with~~Trust aAccount ~~Business~~of ~~Combination~~$31,156,815 ~~the~~(including ~~Sponsor~~$2,281,515 ~~or certain~~ of ~~our~~interest ~~officers~~income, ~~and~~net ~~directors~~of orunrealized ~~their~~losses) ~~affiliates~~consisting ~~may,~~of ~~but~~U.S. ~~are~~Treasury ~~not~~Bills ~~obligated~~with ~~to,~~a ~~loan~~maturity usof ~~funds~~185 asdays ~~may~~or ~~be required~~less. IfWe wemay ~~complete~~withdraw ainterest ~~Business~~from ~~Combination,~~the weTrust ~~would~~Account ~~repay~~to ~~such~~pay ~~loaned~~taxes, ~~amounts~~if any. InWe ~~the~~intend ~~event~~to ~~that~~use asubstantially ~~Business~~all ~~Combination~~of ~~does~~the ~~not~~funds ~~close,~~held wein ~~may~~the ~~use~~Trust aAccount, ~~portion~~including ofany ~~the~~amounts ~~working~~representing ~~capital~~interest ~~held~~earned ~~outside~~on the Trust Account (less income taxes payable), to ~~repay~~complete ~~such~~our ~~loaned~~Business ~~amounts~~Combination. ~~but~~To nothe ~~proceeds~~extent ~~from~~that our ~~Trust~~share ~~Account~~capital ~~would~~or bedebt is used, ~~for~~in ~~such~~whole ~~repayment.~~or Upin ~~to $1~~part,~~500,000~~ ofas ~~such~~consideration ~~Working~~to ~~Capital~~complete ~~Loans~~our ~~may~~Business beCombination, ~~convertible~~the ~~into~~remaining ~~warrants~~proceeds ofheld in the ~~post-Business~~Trust ~~Combination~~Account ~~entity~~will atbe aused ~~price~~as ofworking ~~$1.00~~capital ~~per~~to ~~warrant~~finance at the ~~option~~operations of the ~~lender~~target business or businesses, make other acquisitions and pursue our growth strategies.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.25

InAs ~~connection with our assessment~~ of ~~going concern considerations in accordance with FASB ASU 2014-15~~February 29, ~~“Disclosures of Uncertainties about an Entity’s ability to Continue as a Going Concern~~2024,” we ~~have~~had ~~determined~~cash ~~that~~of if$131,593. weWe ~~are~~intend ~~unable~~ to ~~raise~~use ~~additional~~the funds toheld ~~alleviate~~outside ~~liquidity~~the ~~needs~~Trust asAccount ~~well~~primarily asto ~~complete~~identify aand ~~Business~~evaluate ~~Combination~~target ~~by July 18~~businesses, ~~2023,~~perform ~~then~~business wedue ~~will~~diligence ~~cease~~on ~~all~~prospective ~~operations~~target ~~except for the purpose of liquidating. On July 17~~businesses, ~~2023,the~~travel ~~Company amended the Company governing documents~~ to ~~allow~~and ~~for~~from ~~twelve~~the ~~1-month extensions by depositing $50~~offices,~~000~~ ~~into~~plants ~~trust~~or ~~for~~similar ~~each~~locations ~~extension~~of ~~requested.~~prospective ~~Currently~~target ~~extension~~businesses ~~deposits~~or ~~have~~their ~~been~~representatives ~~made~~or ~~for~~owners, ~~extension~~review ~~through~~corporate ~~October 18,~~documents ~~2023,~~and ~~the~~material ~~Third~~agreements ~~Extension~~ of ~~the~~prospective ~~twelve-monthly~~target ~~extensions~~businesses, ~~permitted. The liquidity condition~~ and ~~the~~structure, ~~date~~negotiate ~~for mandatory liquidation~~ and ~~subsequent~~complete ~~dissolution raises substantial doubt about our ability to continue as~~ a ~~going concern. We plan to consummate a~~ Business Combination ~~prior to the mandatory liquidation date~~. ~~No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after October 18, 2023.~~

~~Off~~In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-~~Balance~~Business ~~Sheet~~Combination ~~Arrangements~~entity at a price of $1.00 per warrant at the option of the lender.

WeIf ~~have~~our noestimate ~~obligations,~~of ~~assets~~the orcosts ~~liabilities,~~of ~~which~~identifying ~~would~~a betarget ~~considered~~business, ~~off~~undertaking in-~~balance~~depth ~~sheet~~due ~~arrangements~~diligence asand ofnegotiating ~~August 31,~~a ~~2023.~~Business WeCombination doare ~~not~~less ~~participate~~than inthe ~~transactions~~actual ~~that~~amount ~~create~~necessary ~~relationships~~to ~~with~~do ~~unconsolidated~~so, ~~entities~~we ormay ~~financial~~have ~~partnerships,~~insufficient ~~often~~funds ~~referred~~available to asoperate ~~variable~~our ~~interest~~business ~~entities,~~prior ~~which~~to ~~would~~our ~~have~~Business ~~been~~Combination. ~~established~~Moreover, ~~for~~we ~~the~~may ~~purpose~~need ofto ~~facilitating~~obtain ~~off-balance~~additional ~~sheet~~financing ~~arrangements.~~either Weto ~~have~~complete ~~not~~our ~~entered~~Business ~~into~~Combination ~~any~~or ~~off-balance~~because ~~sheet~~we ~~financing~~become ~~arrangements,~~obligated ~~established~~to ~~any~~redeem ~~special~~a ~~purpose~~significant ~~entities,~~number ~~guaranteed~~of ~~any~~our ~~debt~~Public orShares ~~commitments~~upon consummation of ~~other~~our ~~entities~~Business Combination, in which case we may issue additional securities or ~~purchased~~incur ~~any~~debt ~~non-financial~~in ~~assets~~connection with such Business Combination.

~~Contractual~~In ~~Obligations~~connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s ability to Continue as a Going Concern,” we have determined that if we are unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by July 18, 2023, then we will cease all operations except for the purpose of liquidating. On July 17, 2023, the Company amended the Company governing documents to allow for twelve 1-month extensions by depositing $50,000 into trust for each extension requested. Currently extension deposits have been made for extension through April 18, 2024. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. We plan to consummate a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after April 18, 2024.

~~We do not have any long~~Off-~~term~~Balance ~~debt,~~Sheet capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating, and completing an initial Business Combination commencing on the filing of the initial draft registration statement. We began incurring these fees on January 27, 2022 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.Arrangements

~~The~~We ~~underwriters~~have ~~will~~no beobligations, ~~entitled~~assets toor aliabilities, ~~deferred~~which ~~underwriting~~would ~~discount~~be considered off-balance sheet arrangements as of 3February 29, 2024.5% ofWe ~~the~~do ~~gross~~not ~~proceeds~~participate ofin ~~the~~transactions ~~IPO~~that create relationships with unconsolidated entities or financial partnerships, ~~which~~often ~~aggregates~~referred to $4as variable interest entities,~~025,000,~~ ~~upon~~which would have been established for the ~~completion~~purpose of ~~the~~facilitating ~~Company’s~~off-balance ~~initial~~sheet ~~Business~~arrangements. ~~Combination~~We have not entered into any off-balance sheet financing arrangements, ~~subject~~established toany ~~the~~special ~~terms~~purpose entities, guaranteed any debt or commitments of ~~the~~other ~~underwriting~~entities, ~~agreement~~or purchased any non-financial assets.

26Contractual obligations

~~Critical~~We ~~Accounting~~do ~~Policies~~not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating, and completing an initial Business Combination commencing on the filing of the initial draft registration statement. We began incurring these fees on January 27, 2022 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

The ~~preparation~~underwriters ofwill ~~unaudited~~be ~~financial~~entitled ~~statements~~to ~~and~~a ~~related~~deferred ~~disclosures~~underwriting indiscount ~~conformity~~of ~~with~~3.5% ~~accounting~~of ~~principles generally accepted in~~ the ~~United~~gross ~~States~~proceeds of ~~America requires management to make estimates and assumptions that affect~~ the ~~reported~~IPO, ~~amounts~~which ofaggregates ~~assets~~to ~~and liabilities~~$4,025,000, ~~disclosure~~upon ~~of contingent assets and liabilities at~~ the ~~date~~completion of the ~~unaudited~~Company’s ~~financial~~initial ~~statements~~Business Combination, ~~and~~subject ~~income~~to ~~and~~the ~~expenses~~terms ~~during~~of the ~~periods~~underwriting ~~reported~~agreement. ~~Actual results could materially differ from those estimates. We have not identified any critical accounting policies.~~

~~Recent Accounting Standards~~26

~~Management~~Critical ~~does~~Accounting ~~not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements.~~Policies

~~Item 3.~~The ~~Quantitative~~preparation of unaudited financial statements and ~~Qualitative~~related ~~Disclosures~~disclosures ~~About~~in ~~Market~~conformity ~~Risk~~with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.

~~Not~~Recent ~~required~~Accounting ~~for smaller reporting companies.~~Standards

~~Item 4.~~Management ~~Controls~~does ~~and~~not ~~Procedures~~believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements.

~~Evaluation~~Item of3. ~~Disclosure~~Quantitative ~~Controls~~ and ~~Procedures~~Qualitative Disclosures About Market Risk

~~Disclosure~~Not ~~controls and procedures are designed to ensure that information~~ required tofor besmaller ~~disclosed~~reporting by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosurecompanies.

~~Under~~Item the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended August 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act4. ~~Based~~Controls ~~on this evaluation, our principal executive officer~~ and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.Procedures

~~Changes~~Evaluation inof ~~Internal~~Disclosure ~~Control~~Controls ~~over~~and ~~Financial Reporting~~Procedures

~~There~~Disclosure ~~was~~controls noand ~~change~~procedures inare ~~our~~designed ~~internal~~to ~~control~~ensure ~~over~~that ~~financial~~information ~~reporting~~required ~~that~~to ~~occurred~~be ~~during~~disclosed ~~the~~by ~~fiscal~~us ~~quarter~~in ~~ended~~our ~~August 31~~Exchange Act reports is recorded, ~~2023~~processed, ~~covered~~summarized, byand ~~this~~reported ~~Quarterly~~within ~~Report~~the ontime ~~Form 10-Q~~periods ~~that~~specified ~~has~~in ~~materially~~the ~~affected~~SEC’s rules and forms, orand that such information is ~~reasonably~~accumulated ~~likely~~and communicated to ~~materially~~our ~~affect~~management, including our ~~internal~~principal ~~control~~executive ~~over~~officer and principal financial ~~reporting~~officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

27Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended February 28, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

~~PART~~Changes IIin –Internal ~~OTHER~~Control ~~INFORMATION~~over Financial Reporting

~~Item~~There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended February 1.29, ~~Legal~~2024 ~~Proceedings~~covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~None~~27

~~Item 1A.~~PART ~~Risk~~II ~~Factors~~- OTHER INFORMATION

~~Factors~~Item that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on February 23, 20231. ~~Except~~Legal as disclosed, below, there have been no material changes to the risk factors disclosed in our final prospectus for the Initial Public Offering. The risk factor disclosure in our final prospectus for the Initial Public Offering filed with the SEC on April 14, 2022, set forth under the heading “Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination and results of operations” is replaced in its entirety with the following risk factor:Proceedings

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination and results of operations.None

WeItem ~~are subject to laws and regulations enacted by national, regional and local governments~~1A. InRisk particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.Factors

OnFactors ~~March 30,~~that ~~2022,~~could ~~the~~cause ~~SEC~~our ~~issued~~actual ~~proposed~~results ~~rules~~to ~~relating~~differ ~~to,~~materially ~~among~~from ~~other~~those ~~items,~~in ~~enhancing~~this ~~disclosures~~Quarterly inReport ~~business~~include ~~combination~~the ~~transactions~~risk ~~involving~~factors ~~SPACs~~described ~~and~~in ~~private~~our ~~operating~~Annual ~~companies;~~Report ~~amending~~on ~~the~~Form ~~financial~~10-K ~~statement~~filed ~~requirements~~with ~~applicable~~the toSEC ~~transactions~~on ~~involving~~February 27, ~~shell~~2024. ~~companies;~~Except ~~effectively~~as ~~limiting~~disclosed ~~the~~below, ~~use~~there ofhave ~~projections~~been inno ~~SEC~~material ~~filings~~changes into ~~connection~~the ~~with~~risk ~~proposed~~factors ~~business~~disclosed ~~combination~~in ~~transactions;~~our ~~increasing~~final prospectus for the ~~potential~~Initial ~~liability~~Public ofOffering. ~~certain~~The ~~participants~~risk infactor ~~proposed~~disclosure ~~business~~in ~~combination~~our ~~transactions;~~final ~~and~~prospectus for the ~~extent~~Initial toPublic ~~which~~Offering ~~SPACs~~filed ~~could~~with ~~become~~the ~~subject~~SEC toon ~~regulation~~April 14, ~~under~~2022, ~~the~~set ~~Investment~~forth ~~Company~~under ~~Act~~the ofheading ~~1940.~~“Changes ~~These~~in ~~rules,~~laws ifor ~~adopted~~regulations, ~~whether~~or ina ~~the~~failure ~~form~~to ~~proposed~~comply orwith inany ~~revised~~laws ~~form~~and regulations, may ~~materially~~ adversely affect our business, including our ability to negotiate and complete our initial ~~business~~Business ~~combination~~Combination and ~~may~~results ~~increase~~of ~~the~~operations” ~~costs~~is ~~and~~replaced ~~time~~in ~~related~~its ~~thereto.~~entirety with the following risk factor:

~~The~~Changes ~~risk factor disclosure~~ in ~~our~~laws ~~final prospectus as set forth under the heading “If we pursue a target company with operations~~ or ~~opportunities outside of the United States for our initial business combination~~regulations, weor ~~may~~a ~~face~~failure ~~additional~~to ~~burdens~~comply ~~in connection~~ with ~~investigating,~~any ~~agreeing~~laws to and ~~completing such initial business combination~~regulations, ~~and~~may ifadversely weaffect ~~effect~~our ~~such initial~~ business ~~combination~~, weincluding ~~would~~our beability ~~subject~~ to anegotiate ~~variety~~and ofcomplete ~~additional risks that may negatively impact~~ our ~~operations”~~initial isBusiness ~~replaced~~Combination inand ~~its~~results ~~entirety~~of ~~with the following risk factor:~~operations.

IfWe are subject to laws and regulations enacted by national, regional and local governments. In particular, we ~~pursue~~will abe ~~target~~required ~~company~~to comply with ~~operations~~certain orSEC ~~opportunities~~and ~~outside~~other oflegal ~~the~~requirements. ~~United~~Compliance ~~States~~with, ~~for~~and ~~our~~monitoring ~~initial~~of, ~~business~~applicable ~~combination,~~laws weand regulations may ~~face~~be ~~additional~~difficult, ~~burdens~~time inconsuming ~~connection~~and ~~with~~costly. ~~investigating,~~Those ~~agreeing~~laws toand regulations and ~~completing~~their ~~such~~interpretation ~~initial~~and ~~business~~application ~~combination,~~may also change from time to time and ifthose wechanges could have a material adverse effect ~~such~~on ~~initial~~our business ~~combination~~, weinvestments ~~would~~and beresults ~~subject~~of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a ~~variety~~material ofadverse ~~additional~~effect ~~risks~~on ~~that~~our ~~may~~business, ~~negatively~~including ~~impact~~our ability to negotiate and complete our initial Business Combination, and results of operations.

IfOn weMarch 30, ~~pursue~~2022, athe ~~target~~SEC ~~company~~issued ~~with~~proposed ~~operations~~rules orrelating ~~opportunities~~to, ~~outside~~among ofother ~~the~~items, ~~United~~enhancing ~~States~~disclosures ~~for~~in ~~our initial~~ business combination, wetransactions ~~would~~involving beSPACs ~~subject~~and private operating companies; amending the financial statement requirements applicable to ~~risks~~transactions ~~associated~~involving ~~with~~shell ~~cross-border~~companies; ~~business~~effectively ~~combinations,~~limiting ~~including~~the inuse ~~connection~~of ~~with~~projections ~~investigating,~~in ~~agreeing~~SEC tofilings ~~and~~in ~~completing~~connection ~~our~~with ~~initial~~proposed business combination, ~~conducting~~transactions; ~~due~~increasing ~~diligence~~the inpotential aliability ~~foreign~~of ~~jurisdiction,~~certain ~~having~~participants ~~such~~in ~~transaction~~proposed ~~approved~~business bycombination ~~any~~transactions; ~~local~~and ~~governments,~~the ~~regulators~~extent orto ~~agencies~~which ~~and~~SPACs ~~changes~~could inbecome ~~the~~subject ~~purchase~~to ~~price~~regulation ~~based~~under onthe ~~fluctuations~~Investment inCompany ~~foreign~~Act ~~exchange~~of ~~rates~~1940. IfThese werules, ~~effect~~if ~~our~~adopted, ~~initial~~whether ~~business~~in ~~combination~~the ~~with~~form ~~such~~proposed aor ~~company~~in revised form, wemay ~~would~~materially beadversely ~~subject~~affect toour ~~any~~ability ~~special~~to ~~considerations~~negotiate orand ~~risks~~complete ~~associated~~our ~~with~~initial ~~companies~~business ~~operating~~combination inand anmay ~~international~~increase ~~setting,~~the ~~including~~costs ~~any~~and oftime ~~the~~related ~~following:~~thereto.

28The risk factor disclosure in our final prospectus as set forth under the heading “If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations” is replaced in its entirety with the following risk factor:

●If ~~costs~~we ~~and~~pursue ~~difficulties~~a ~~inherent~~target incompany ~~managing~~with ~~cross-border~~operations or opportunities outside of the United States for our initial business ~~operations~~combination, ~~and~~we ~~complying~~may face additional burdens in connection with ~~different~~investigating, ~~commercial~~agreeing to and ~~legal~~completing ~~requirements~~such initial business combination, and if we effect such initial business combination, we would be subject to a variety of ~~overseas~~additional ~~markets;~~risks that may negatively impact our operations.

●If ~~rules~~we ~~and~~pursue ~~regulations~~a ~~regarding~~target ~~currency~~company ~~redemption;~~with ●operations ~~complex~~or ~~corporate~~opportunities ~~withholding~~outside ~~taxes~~of ~~on individuals; ● laws governing~~ the ~~manner~~United inStates ~~which~~for ~~future~~our initial business ~~combinations~~combination, ~~may~~we would be ~~effected;~~subject ●to ~~exchange~~risks ~~listing~~associated ~~and/or~~with ~~delisting~~cross-border ~~requirements;~~business ●combinations, ~~tariffs~~including ~~and~~in ~~trade~~connection ~~barriers;~~with ●investigating, ~~regulations~~agreeing ~~related~~ to ~~customs~~ and ~~import/export~~completing ~~matters;~~our ●initial ~~local~~business orcombination, ~~regional~~conducting ~~economic~~due ~~policies~~diligence ~~and~~in ~~market~~a ~~conditions;~~foreign ●jurisdiction, ~~unexpected~~having ~~changes~~such intransaction ~~regulatory~~approved ~~requirements;~~by ●any ~~longer~~local ~~payment cycles; ● tax issues~~governments, ~~such~~regulators asor ~~tax~~agencies ~~law~~and changes ~~and variations~~ in ~~tax laws as compared to~~ the ~~United~~purchase ~~States;~~price ●based ~~currency~~on fluctuations ~~and~~in foreign exchange ~~controls; ●~~ rates. ofIf ~~inflation;~~we ●effect ~~challenges~~our ininitial ~~collecting~~business ~~accounts~~combination ~~receivable;~~with ●such ~~cultural~~a ~~and~~company, ~~language~~we ~~differences;~~would ●be ~~employment~~subject ~~regulations;~~to ●any ~~underdeveloped~~special orconsiderations ~~unpredictable legal~~ or ~~regulatory~~risks ~~systems;~~associated ●with ~~corruption;~~companies ●operating ~~protection~~in ofan ~~intellectual~~international ~~property; ● social unrest~~setting, ~~crime,~~including ~~strikes,~~any ~~riots and civil disturbances; ● regime changes and political upheaval; ● terrorist attacks, natural disasters and wars; ● deterioration~~ of ~~political relations with~~ the ~~United States; and ● government appropriation of assets.~~following:

29● costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

~~Additionally,~~● asrules ~~a result of the military action commenced in February 2022 by the Russian Federation~~ and ~~Belarus~~regulations inregarding ~~the~~currency ~~country~~redemption; of● ~~Ukraine~~complex ~~and~~corporate ~~related~~withholding ~~economic~~taxes ~~sanctions,~~on ~~the~~individuals; ~~Company’s~~● ~~ability~~laws togoverning ~~consummate a Business Combination, or~~ the ~~operations~~manner ofin awhich ~~target~~future business ~~with~~combinations ~~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.effected;

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.28

~~Item 2.~~● ~~Unregistered~~exchange ~~Sales~~listing ofand/or ~~Equity~~delisting ~~Securities~~requirements; ● tariffs and ~~Use~~trade barriers; ● regulations related to customs and import/export matters; ● local or regional economic policies and market conditions; ● unexpected changes in regulatory requirements; ● longer payment cycles; ● tax issues, such as tax law changes and variations in tax laws as compared to the United States; ● currency fluctuations and exchange controls; ● rates of ~~Proceeds.~~inflation; ● challenges in collecting accounts receivable;

On● ~~January 7,~~cultural ~~2022,~~and welanguage ~~issued~~differences; an● ~~aggregate~~employment ofregulations; ~~2,875,000~~● ~~Founder~~underdeveloped ~~Shares~~or tounpredictable ~~the~~legal ~~Sponsor for an aggregate price of $25,000,~~ or ~~approximately~~regulatory ~~$0.009~~systems; ~~per~~● ~~share,~~corruption; ~~pursuant~~● toprotection ~~the exemption from registration contained in Section 4(a)(2)~~ of ~~the~~intellectual ~~Securities~~property; ~~Act.~~● Nosocial ~~underwriting~~unrest, ~~discounts or commissions were paid with respect to such issuances. On April 18~~crime, ~~2022~~strikes, inriots ~~connection~~and ~~with~~civil ~~the~~disturbances; ~~underwriters’~~● ~~election~~regime tochanges ~~fully~~and ~~exercise~~political ~~their~~upheaval; ~~over-allotment~~● ~~option,~~terrorist ~~an aggregate of 375~~attacks,~~000~~ ~~Founder~~natural ~~Shares~~disasters ~~were no longer subject to forfeiture,~~ and ~~2,875,000~~wars; ~~Founder~~● ~~Shares~~deterioration ~~remain~~of ~~outstanding.~~political ~~The~~relations ~~Founder~~with ~~Shares will automatically convert into Class A ordinary shares at~~ the ~~time~~United ofStates; ~~our~~and ~~initial~~● ~~Business~~government ~~Combination,~~appropriation ~~or earlier at the option~~ of ~~the holder, on a one-for-one basis, subject to adjustment~~assets.

~~On April 18~~Additionally, ~~2022,~~as wea ~~consummated~~result ~~the Initial Public Offering~~ of ~~11,500,000~~the ~~Units,~~military ~~which~~action ~~includes~~commenced ~~the~~in ~~full~~February 2022 ~~exercise~~ by the ~~underwriters~~Russian ofFederation ~~their~~and ~~over-allotment~~Belarus ~~option~~ in the ~~amount~~country of ~~1,500,000~~Ukraine ~~Units.~~and ~~The~~related ~~Units~~economic ~~were~~sanctions, ~~sold~~the atCompany’s anability ~~offering~~to ~~price~~consummate ofa ~~$10.00~~Business ~~per Unit~~Combination, ~~generating~~or ~~total~~the ~~gross~~operations ~~proceeds~~ of ~~$115,000,000.~~a ~~Each~~target ~~Unit~~business ~~consists~~with ofwhich ~~one~~the ~~Class~~Company Aultimately ~~ordinary~~consummates ~~share,~~a ~~par~~Business ~~value~~Combination, ~~$0.0001~~may ~~per~~be ~~share,~~materially and ~~one~~adversely ~~redeemable~~affected. ~~warrant~~Further, ~~each~~the ~~whole~~Company’s ~~warrant~~ability ~~entitling~~to ~~the~~consummate ~~holder~~a ~~thereof~~transaction tomay ~~purchase~~be ~~one~~dependent ~~Class~~on Athe ~~ordinary~~ability ~~share~~to atraise anequity ~~exercise~~and ~~price~~debt offinancing ~~$11.50~~which ~~per~~may ~~share,~~be ~~subject~~impacted toby ~~adjustment.~~these ~~The~~events, ~~warrants~~including ~~will~~as ~~become~~a ~~exercisable~~result atof ~~any~~increased ~~time~~market ~~commencing~~volatility, onor ~~the~~decreased ~~later~~market ofliquidity ~~April 18,~~in ~~2023,~~third-party 12financing ~~months~~being ~~from~~unavailable ~~the~~on ~~closing~~terms ofacceptable to the ~~Initial~~Company ~~Public~~or ~~Offering~~at orall. ~~the~~The ~~date~~impact of ~~the~~this ~~consummation~~action ofand ~~our~~related ~~initial~~sanctions ~~Business~~on ~~Combination~~the ~~and~~world ~~will~~economy ~~expire~~and ~~five~~the ~~years~~specific ~~after~~impact on the ~~consummation~~Company’s offinancial ~~our~~position, ~~initial~~results ~~Business~~of ~~Combination,~~operations and/or ~~earlier~~ability ~~upon~~to ~~redemption~~consummate ora ~~liquidation~~Business Combination are not yet determinable.

EFWe ~~Hutton,~~may ~~division~~not ofbe ~~Benchmark~~able ~~Investments,~~to ~~LLC~~adequately ~~(“EF~~address ~~Hutton”~~these isadditional ~~acting~~risks. asIf ~~the~~we ~~sole~~were ~~book-running~~unable ~~manager~~to ~~and~~do asso, ~~the~~we ~~representative~~may ofbe ~~the~~unable ~~underwriters~~to ~~mentioned~~complete insuch ~~the~~initial ~~prospectus~~business ~~for~~combination, ~~the~~or, ~~Initial~~if ~~Public~~we ~~Offering.~~complete ~~The~~such ~~securities~~combination, inour ~~the~~operations ~~offering~~might ~~were~~suffer, ~~registered~~either ~~under~~of ~~the~~which ~~Securities~~may ~~Act~~adversely onimpact aour ~~registration~~business, ~~statement~~financial oncondition ~~Form~~and ~~S-1~~results ~~(File~~of Nooperations. ~~333-263717) (the “Registration Statement”). The SEC declared the Registration Statement effective on April 14, 2022.~~

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Aura FAT Projects Capital LLC (the “Sponsor”), generating gross proceeds of $5,000,000. The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to the Private Placement.29

~~The~~Item ~~Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except as described below~~2. ~~There~~Unregistered ~~will~~Sales be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of ~~the~~Equity ~~placement~~Securities ~~warrants) are identical to the warrants sold in the Initial Public Offering except that (a) the placement warrants~~ and ~~their~~Use ~~component securities will not be transferable, assignable or saleable until 30 days after the consummation~~ of ~~our initial Business Combination, except to permitted transferees, and (b) will be entitled to registration rights~~Proceeds.

WeOn ~~incurred~~January 7, $52022,~~724,785~~ ofwe ~~transaction~~issued ~~costs~~an aggregate of 2,875,000 ~~consisting~~Founder Shares to the Sponsor for an aggregate price of $125,~~150,~~000, or approximately $0.009 per share, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting ~~fees~~discounts or commissions were paid inwith ~~cash~~respect to such issuances. On April 18, $42022,~~025~~ in connection with the underwriters’ election to fully exercise their over-allotment option, an aggregate of 375,000 inFounder ~~deferred~~Shares ~~underwriting~~were ~~fees~~no longer subject to forfeiture, and ~~$549~~2,~~785~~875,000 Founder Shares remain outstanding. The Founder Shares will automatically convert into Class A ordinary shares at the time of ~~other~~our ~~offering~~initial ~~costs~~Business ~~and~~Combination, ~~expenses~~or ~~related~~earlier toat the ~~Initial~~option ~~Public~~of ~~Offering~~the holder, on a one-for-one basis, subject to adjustment.

30On April 18, 2022, we consummated the Initial Public Offering of 11,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $115,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The warrants will become exercisable at any time commencing on the later of April 18, 2023, 12 months from the closing of the Initial Public Offering or the date of the consummation of our initial Business Combination and will expire five years after the consummation of our initial Business Combination, or earlier upon redemption or liquidation.

~~After~~EF ~~deducting~~Hutton, ~~the~~division ~~underwriting~~of ~~fees~~Benchmark Investments, LLC (~~excluding~~“EF ~~the~~Hutton” ~~deferred~~is ~~portion~~acting ofas ~~$4,025,000,~~the ~~which~~sole ~~amount~~book-running ~~will~~manager beand ~~payable~~as ~~upon~~the ~~consummation~~representative of ~~our~~the ~~initial~~underwriters ~~Business~~mentioned ~~Combination,~~in ifthe ~~consummated)~~prospectus ~~and~~for the ~~offering~~Initial ~~expenses,~~Public ~~the~~Offering. ~~total~~The ~~net~~securities ~~proceeds~~in ~~from~~ the ~~Initial~~offering ~~Public~~were ~~Offering,~~registered ~~including~~under the ~~full~~Securities ~~exercise~~Act ofon ~~the~~a ~~over-allotment~~registration ~~option,~~statement ~~and~~on ~~the~~Form ~~Private~~S-1 ~~Placement~~(File ~~was~~No. ~~$118,300,215,~~333-263717) of(the ~~which~~“Registration ~~$117,300,000~~Statement”). ~~was~~The ~~placed~~SEC indeclared the ~~Trust~~Registration ~~Account~~Statement effective on April 14, 2022.

~~For~~Simultaneously awith ~~description~~the closing of the ~~use~~Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the ~~proceeds~~“Private ~~generated~~Placement Warrants”) at a price of $1.00 per Private Placement Warrant in ~~the~~a ~~Initial~~private ~~Public~~placement ~~Offering~~to Aura FAT Projects Capital LLC (the “Sponsor”), ~~see~~generating ~~Part~~gross Iproceeds of $5,000,000. ~~Item~~The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of ~~this~~the ~~Quarterly~~Securities ~~Report~~Act. No underwriting discounts or commissions were paid with respect to the Private Placement.

~~Item 3~~The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except as described below. ~~Defaults~~There ~~Upon~~will ~~Senior~~be ~~Securities~~no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the placement warrants) are identical to the warrants sold in the Initial Public Offering except that (a) the placement warrants and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our initial Business Combination, except to permitted transferees, and (b) will be entitled to registration rights.

~~None~~We incurred $5,724,785 of transaction costs, consisting of $1,150,000 in underwriting fees paid in cash, $4,025,000 in deferred underwriting fees, and $549,785 of other offering costs and expenses related to the Initial Public Offering.

~~Item~~ After deducting the underwriting fees (excluding the deferred portion of $4.,025,000, ~~Mine~~which ~~Safety~~amount ~~Disclosures~~will be payable upon consummation of our initial Business Combination, if consummated) and the offering expenses, the total net proceeds from the Initial Public Offering, including the full exercise of the over-allotment option, and the Private Placement was $118,300,215, of which $117,300,000 was placed in the Trust Account.

~~None~~For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

~~Item 5. Other Information~~30

~~None~~Item 3. Defaults Upon Senior Securities

31None

Item 6 4. ~~Exhibits~~Mine Safety Disclosures

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~None

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Item 5. Other Information

*	Filed herewith.
(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on April 18, 2022 and incorporated by reference herein.

None

32Item 6. Exhibits

~~SIGNATURES~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	AURA FAT PROJECTS ACQUISITION CORP.
Date: October 23, 2023	By:	/s/ Tristan Lo
	Name:	Tristan Lo
	Title:	Co-Chief Executive Officer, Chairman, and Director (Principal Executive Officer)
Date: October 23, 2023	By:	/s/ David Andrada
	Name:	David Andrada
	Title:	Co-Chief Executive Officer, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)

Filed herewith.

3331

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AURA FAT PROJECTS ACQUISITION CORP

Date: April 15, 2024	By:	/s/ Tristan Lo
	Name:	Tristan Lo
	Title:	Co-Chief Executive Officer, Chairman, and Director (Principal Executive Officer)

Date: April 15, 2024	By:	/s/ David Andrada
	Name:	David Andrada
	Title:	Co-Chief Executive Officer, Chief Financial Officer, and Director (Principal Financial and Accounting Officer)

Filing Compare · Aura Fat Projects Acquisition Corp