UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ 5January 17, ~~2024~~2025

Aura FAT Projects Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-901886		00-0000000N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

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

Singapore, 048692

(Address of principal executive offices) (Zip Code)

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

N/A

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act: None

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

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

Emerging growth company ☒

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

Item 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

~~The~~First ~~Nasdaq~~Amendment ~~Hearings Panel determined~~ to ~~delist the~~Business ~~securities~~Combination of the Aura FAT Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 384483 (the “Company”) from The Nasdaq Stock Market (“Nasdaq”) due to the Company’s failure to correct the Nasdaq listing deficiencies as set forth in the Company’s current report on Form 8-K dated July 22, 2024. Trading in the Company’s securities was previously halted on July 19, 2024, and suspended on September 9, 2024. The delisting of the Company’s securities will become effective ten days after Nasdaq files a Form 25 with the U.S. Securities and Exchange Commission.Agreement

~~The~~As ~~Company~~previously ~~has~~disclosed ~~begun~~on ~~the~~May ~~process~~7, to2023, ~~move~~Aura ~~its common~~Fat ~~stock~~Projects toAcquisition ~~the~~Corp, ~~over~~a ~~the~~Cayman ~~counter~~Islands ~~market~~exempted ascompany anlimited ~~interim~~by ~~measure~~shares to(“AFAR”), ~~resume~~Allrites ~~trading~~Holdings Pte. ~~The~~Ltd., ~~Company~~a ~~also~~Singaporean ~~remains~~private ~~committed~~company tolimited ~~uplisting~~by shares (“Allrites”), and Meta Gold Pte. Ltd., Singaporean exempt private company limited by shares, solely in its ~~securities~~ tocapacity ~~Nasdaq~~as ~~following~~representative for the ~~completion~~shareholders of ~~its~~Allrites, ~~previously~~entered ~~announced~~into a business combination ~~with~~agreement ~~Allrites~~(the ~~Holdings~~“Business ~~Pte~~Combination ~~Ltd~~Agreement”).

~~Forward~~On ~~Looking~~January ~~Statements~~17, 2025, the parties entered into the First Amendment to the Business Combination Agreement effective as of January 14, 2025 (“Amendment”) to, among other things, (i) amend the earnout threshold and the earnout periods, (ii) extend the Agreement End Date to July 18, 2025, (iii) remove certain representations and covenants relating to AFAR’s stock listing, and (iv) increase the Break Fee. Capitalized terms used but not defined shall have the meaning ascribed to such term in the Business Combination Agreement.

~~This~~The ~~Current~~foregoing ~~Report~~description onis ~~Form~~only ~~8-K~~a ~~includes~~summary ~~forward-looking statements~~of ~~that~~Amendment ~~involve risks~~ and ~~uncertainties.~~is ~~Forward~~qualified ~~looking~~in ~~statements~~its ~~are~~entirety ~~statements~~by ~~that~~reference ~~are not historical facts. Such forward-looking statements are subject~~ to ~~risks and uncertainties, which could cause actual results to differ from~~ the ~~forward-looking~~full ~~statements,~~text ~~including those set forth in the Risk Factors section~~ of the ~~Company’s~~Business ~~Amendment~~Combination ~~No.~~Agreement, 1which towas ~~Form F-4~~ filed ~~on September 13, 2023 with the SEC~~ as ~~well~~Exhibit as1.1 ~~the~~on ~~Company~~AFAR’s ~~Annual~~Current Report on Form 108-K ~~filed~~dated ~~with~~May ~~the~~9, ~~SEC~~2023, and ~~any~~by ~~subsequent~~reference ~~filings~~to ~~with~~ the ~~SEC.~~full ~~Copies~~text ~~are~~of ~~available on~~ the ~~SEC’s~~Amendment ~~website,~~which ~~www.sec.gov.~~is ~~The~~filed ~~Company~~as ~~expressly~~Exhibit ~~disclaims~~1.1 ~~any~~on ~~obligations~~this orCurrent ~~undertaking~~Report ~~to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances~~ on ~~which~~Form ~~any statement is based~~8-K.

Forward Looking Statements

This Current Report on Form 8-K includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the Risk Factors section of the Company’s Amendment No. 1 to Form F-4 filed on September 13, 2023 with the SEC as well as the Company’s Annual Report on Form 10-K filed with the SEC and any subsequent filings with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based.

Item 9.01. Exhibits.

Exhibit Number		Description of Exhibit
1.1		First Amendment to Business Combination Agreement
104		Cover Page Interactive Data File (embedded with the Inline XRBL document).

SIGNATURES

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

	AURA FAT PROJECTS ACQUISITION CORP
Date: September 20, 2024	By:	/s/ David Andrada
Date: January 21, 2025	By:	/s/ David Andrada
		David Andrada
		Co-Chief Executive Officer

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