UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 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/A | | --- | --- | ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) Presents the company's unaudited interim financial statements and management's discussion and analysis for the specified periods [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited interim financial statements, including the Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and accompanying Notes to Financial Statements for Aura Fat Projects Acquisition Corp. as of and for the periods ended August 31, 2024 and November 30, 2023 [Balance Sheets](index=4&type=section&id=Balance%20Sheets) Provides a snapshot of the company's financial position, detailing assets, liabilities, and shareholders' deficit at specific dates Balance Sheets Summary Table | Metric | August 31, 2024 | November 30, 2023 | | :----------------------------------------- | :-------------- | :---------------- | | Cash | $151,901 | $233,088 | | Cash & Marketable Securities in Trust Acct | $3,134,182 | $30,604,459 | | Total Assets | $3,413,948 | $30,968,480 | | Total Current Liabilities | $2,962,881 | $1,929,825 | | Total Liabilities | $6,987,881 | $5,954,825 | | Total Shareholders' Deficit | $(6,708,115) | $(5,590,804) | - The company experienced a **significant decrease** in Cash and marketable securities held in the Trust Account from **$30,604,459** as of November 30, 2023, to **$3,134,182** as of August 31, 2024, primarily due to redemptions[11](index=11&type=chunk) - **Total Liabilities increased** from **$5,954,825** to **$6,987,881**, driven by increases in accounts payable, accrued expenses, and advances from related parties[11](index=11&type=chunk) [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) Details the company's revenues, expenses, and net income or loss over specific interim periods Statements of Operations Summary Table | Metric | 3 Months Ended Aug 31, 2024 | 3 Months Ended Aug 31, 2023 | 9 Months Ended Aug 31, 2024 | 9 Months Ended Aug 31, 2023 | | :----------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Operating and formation costs | $370,232 | $465,378 | $766,079 | $1,332,243 | | Loss from operations | $(370,232) | $(465,378) | $(766,079) | $(1,332,243) | | Interest earned on Note Receivable | $1,262 | $- | $3,768 | $- | | Interest earned on marketable securities | $261,486 | $1,009,563 | $1,085,980 | $3,687,468 | | Unrealized (loss) gain on marketable securities | $(12,045) | $9,101 | $- | $3,730 | | Total other income, net | $250,703 | $1,018,664 | $1,089,748 | $3,691,198 | | Net (loss) income | $(119,529) | $553,286 | $323,669 | $2,358,955 | | Basic and diluted net (loss) income per share, Class A | $(0.03) | $0.06 | $0.06 | $0.18 | - The company reported a **net loss** of **$119,529** for the three months ended August 31, 2024, a **significant decline** from a **net income** of **$553,286** in the prior-year period, primarily due to **reduced interest income** from marketable securities in the Trust Account and an unrealized loss[14](index=14&type=chunk) - For the nine months ended August 31, 2024, **net income** decreased to **$323,669** from **$2,358,955** in the same period of 2023, largely driven by a **substantial reduction** in interest earned on marketable securities held in the Trust Account[14](index=14&type=chunk) [Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) Outlines the changes in the company's equity components, including net income/loss and share redemptions, over interim periods - The accumulated deficit increased from **$(5,591,104)** as of November 30, 2023, to **$(6,708,415)** as of August 31, 2024, primarily due to extension funds attributable to common stock subject to redemption and remeasurement of Class A ordinary shares subject to redemption, partially offset by net income in earlier quarters[16](index=16&type=chunk)[17](index=17&type=chunk) - **Significant remeasurements** of Class A ordinary shares subject to redemption occurred, totaling **$(402,356)**, **$(434,183)**, and **$(249,441)** in the three-month periods ending February 29, May 31, and August 31, 2024, respectively[16](index=16&type=chunk) [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities for interim periods Statements of Cash Flows Summary Table | Cash Flow Activity | Nine Months Ended Aug 31, 2024 | Nine Months Ended Aug 31, 2023 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(339,969) | $(540,784) | | Net cash provided by investing activities | $28,556,257 | $92,464,424 | | Net cash used in financing activities | $(28,297,475) | $(92,239,424) | | Net Change in Cash | $(81,187) | $(315,784) | | Cash – End of period | $151,901 | $44,746 | - **Cash provided by investing activities significantly decreased** from **$92,464,424** in 2023 to **$28,556,257** in 2024, primarily due to lower cash withdrawals from the Trust Account in connection with redemptions[20](index=20&type=chunk) - **Net cash used in financing activities also decreased** from **$(92,239,424)** in 2023 to **$(28,297,475)** in 2024, reflecting reduced common stock redemptions[20](index=20&type=chunk) [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) Provides detailed explanations and additional information supporting the interim financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Describes the company's formation, business purpose, IPO, and ongoing efforts to complete a Business Combination - Aura Fat Projects Acquisition Corp. is a Cayman Islands exempted company incorporated on December 6, 2021, formed as a blank check company to effect a Business Combination[22](index=22&type=chunk) - The Company completed its Initial Public Offering (IPO) on April 18, 2022, raising **$115,000,000** from **11,500,000** units and an additional **$5,000,000** from private placement warrants[24](index=24&type=chunk) - As of August 31, 2024, the Company had **$151,901** in its operating bank account and a **working capital deficit** of **$2,683,115**, raising substantial doubt about its ability to continue as a **going concern** without additional financing or completing a Business Combination[40](index=40&type=chunk)[42](index=42&type=chunk) - The Company entered into a **definitive Business Combination Agreement** with Allrites Holdings Pte Ltd. on May 7, 2023, and has extended the deadline to consummate a Business Combination to October 18, 2024, with further extensions possible through July 18, 2025[34](index=34&type=chunk)[39](index=39&type=chunk)[43](index=43&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the key accounting principles and methods used in preparing the interim financial statements - The financial statements are prepared in accordance with GAAP for interim financial information, omitting certain disclosures as per SEC rules for interim reporting[47](index=47&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[49](index=49&type=chunk)[50](index=50&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, with changes in redemption value recognized immediately[56](index=56&type=chunk)[57](index=57&type=chunk) - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a **zero tax provision**[62](index=62&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) Details the terms and proceeds of the company's Initial Public Offering, including units and warrants issued - The Company **sold** **11,500,000** Units at **$10.00** per Unit in its IPO, with each Unit consisting of one Class A ordinary share and one redeemable warrant, **exercisable** at **$11.50** per share[71](index=71&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=18&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Describes the private placement of warrants to the Sponsor and their specific terms and conditions - The Sponsor purchased **5,000,000** Private Placement Warrants at **$1.00** each, generating **$5,000,000** in gross proceeds[74](index=74&type=chunk) - Private Placement Warrants are identical to IPO warrants but lack redemption rights and liquidating distributions from the Trust Account, expiring worthless if a Business Combination is not consummated within the Combination Period[75](index=75&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=18&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) Discloses transactions and financial arrangements between the company and its related parties, including the Sponsor and Allrites - The Sponsor acquired **2,875,000** Class B ordinary shares (Founder Shares) for **$25,000**, which are subject to a lock-up period[76](index=76&type=chunk)[77](index=77&type=chunk) - The Company **pays** an affiliate of the Sponsor **$20,000** per month for administrative services, incurring **$60,000** for the three months and **$180,000** for the nine months ended August 31, 2024[78](index=78&type=chunk) - **Advances from the Sponsor increased** to **$1,232,116** as of August 31, 2024, up from **$800,000** as of November 30, 2023, used partly for extension payments into the Trust Account[82](index=82&type=chunk) - The Company received **$181,666** in non-interest bearing advances from Allrites as of August 31, 2024, payable upon merger closing or mandatory liquidation[83](index=83&type=chunk) [NOTE 6. COMMITMENTS](index=19&type=section&id=NOTE%206.%20COMMITMENTS) Details the company's contractual obligations, including deferred underwriting fees and Business Combination agreement terms - The Company has a **deferred underwriting fee** of **$4,025,000**, payable upon completion of the Business Combination, which will be satisfied through a combination of cash (up to **$402,500** or **$500,000** with PIPE) and Company scrip[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) - Under the Business Combination Agreement with Allrites, Allrites shareholders will receive **9,200,000** Company Class A Ordinary Shares, **valued at** **$92,000,000**, as consideration[92](index=92&type=chunk) - Additional earnout consideration of up to **1,800,000** Class A Ordinary Shares is **contingent on Allrites' recurring revenue exceeding** **$12,000,000** and **$20,000,000** in the first and second fiscal years post-closing, respectively[93](index=93&type=chunk) - The Business Combination Agreement includes termination clauses, with a **$5,000,000 liquidated damages fee** payable by the terminating party under certain circumstances[94](index=94&type=chunk)[97](index=97&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=22&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) Provides information on the company's authorized and outstanding share capital, including Class A and Class B ordinary shares and warrants - The Company is **authorized to issue** **1,000,000** preference shares (none **issued**), **300,000,000** Class A ordinary shares (**115,000** outstanding excluding redeemable shares), and **30,000,000** Class B ordinary shares (**2,875,000** outstanding)[103](index=103&type=chunk)[104](index=104&type=chunk) - Class B ordinary shares (Founder Shares) have **exclusive voting rights** for director appointments and convert to Class A ordinary shares on a one-for-one basis upon Business Combination, subject to adjustment[105](index=105&type=chunk)[107](index=107&type=chunk) - Warrants become **exercisable** 12 months from IPO closing or upon Business Combination, expiring five years after Business Combination, with an exercise price of **$11.50** per share, subject to adjustment under certain conditions[108](index=108&type=chunk)[109](index=109&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=25&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) Explains the methodology for valuing financial instruments and presents fair value hierarchy classifications - The Company classifies its financial assets and liabilities using a **fair value hierarchy** (Level 1, 2, 3) based on observable and unobservable inputs[119](index=119&type=chunk)[120](index=120&type=chunk) - As of August 31, 2024, assets held in the Trust Account, primarily U.S. Treasury securities, were **valued at** **$3,134,182** (Level 1), a **significant decrease from** **$30,604,459** as of November 30, 2023[121](index=121&type=chunk)[122](index=122&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=26&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) Reports significant events that occurred after the balance sheet date, including trading suspension and delisting - Trading in the Company's securities was **suspended on September 9, 2024, leading to delisting from Nasdaq**[124](index=124&type=chunk) - The Company is moving its common stock to the over-the-counter market as an interim measure and remains **committed to uplisting to Nasdaq** after completing its business combination with Allrites Holdings Pte Ltd[124](index=124&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and operational results, highlighting its status as a blank check company, recent developments regarding its Business Combination deadline and related financing, and a detailed analysis of its financial performance and liquidity. It also addresses off-balance sheet arrangements, contractual obligations, and accounting policies [Overview](index=27&type=section&id=Overview) Introduces the company as a blank check entity and its strategy for pursuing a Business Combination - Aura FAT Projects Acquisition Corp. is a blank check company formed on December 6, 2021, aiming to complete a Business Combination using IPO proceeds, shares, debt, or a combination thereof[128](index=128&type=chunk) - The Company expects to incur significant costs in pursuing its acquisition plans and does not anticipate generating operating revenues until after the Business Combination is completed[128](index=128&type=chunk) [Recent Developments](index=27&type=section&id=Recent%20Developments) Highlights key recent events impacting the company's operations and Business Combination efforts, including extensions and financing - **Shareholders approved extensions** to the Business Combination deadline, allowing for up to 12 one-month extensions through July 18, 2025, with the Sponsor depositing funds into the Trust Account for each extension[129](index=129&type=chunk) - The Company and its Underwriter entered into a Deed of Satisfaction and Discharge of Indebtedness for the **deferred underwriting fee, which will be paid in a combination of cash and Company scrip** upon Business Combination[130](index=130&type=chunk)[131](index=131&type=chunk) - Shareholders also approved the **NTA Amendment, removing limitations on share redemptions** based on net tangible assets[132](index=132&type=chunk) - **Advances from the Sponsor increased** to **$1,232,116** as of August 31, 2024, with **$605,000** used for extension payments, and advances from Allrites totaled **$181,666**[133](index=133&type=chunk)[134](index=134&type=chunk) - The **definitive Business Combination Agreement** with Allrites Holdings Pte Ltd. was entered into on May 7, 2023, involving a capital restructuring and exchange of shares[135](index=135&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Analyzes the company's financial performance, focusing on net income/loss and key revenue and expense drivers Results of Operations Summary Table | Metric | 3 Months Ended Aug 31, 2024 | 3 Months Ended Aug 31, 2023 | 9 Months Ended Aug 31, 2024 | 9 Months Ended Aug 31, 2023 | | :----------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net (loss) income | $(119,529) | $553,286 | $323,669 | $2,358,955 | | Operating costs | $370,232 | $465,378 | $766,079 | $1,332,243 | | Interest income on marketable securities | $261,486 | $1,009,563 | $1,085,980 | $3,687,468 | - The Company reported a **net loss** of **$119,529** for the three months ended August 31, 2024, compared to a **net income** of **$553,286** for the same period in 2023, primarily due to **reduced interest income** from the Trust Account[149](index=149&type=chunk) - For the nine months ended August 31, 2024, **net income** was **$323,669**, a decrease from **$2,358,955** in the prior year, mainly attributable to a **significant drop in interest earned** on marketable securities[150](index=150&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's cash position, funding sources, and ability to meet its financial obligations and continue as a going concern - The Company's **IPO and private placement generated** **$115,000,000** and **$5,000,000** respectively, with **$117,300,000** placed in the Trust Account[152](index=152&type=chunk) - As of August 31, 2024, the **Trust Account held** **$3,134,182**, a substantial decrease from the initial amount, with **$151,901** in cash outside the Trust Account for working capital[154](index=154&type=chunk)[155](index=155&type=chunk) - The Company faces a **going concern risk** due to liquidity needs and the mandatory liquidation date if a Business Combination is not completed by July 18, 2025 (with extensions)[159](index=159&type=chunk) - The Sponsor or affiliates may provide **Working Capital Loans, convertible into warrants**, to finance transaction costs or cover deficiencies[156](index=156&type=chunk) [Off-Balance Sheet Arrangements](index=32&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms the absence of any off-balance sheet arrangements as of the reporting date - The Company has **no off-balance sheet arrangements** as of August 31, 2024[160](index=160&type=chunk) [Contractual obligations](index=32&type=section&id=Contractual%20obligations) Details the company's ongoing contractual commitments, such as administrative fees and deferred underwriting discounts - The Company is **obligated to pay** an affiliate of the Sponsor **$20,000** per month for administrative services until the earlier of Business Combination completion or liquidation[161](index=161&type=chunk) - A **deferred underwriting discount** of **$4,025,000** is payable upon Business Combination, with payment terms recently amended to include cash and Company scrip[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) [Critical Accounting Policies](index=32&type=section&id=Critical%20Accounting%20Policies) States that management has not identified any critical accounting policies for the interim period - Management has **not identified any critical accounting policies**[164](index=164&type=chunk) [Recent Accounting Standards](index=32&type=section&id=Recent%20Accounting%20Standards) Indicates management's assessment of the impact of recently issued accounting pronouncements on the financial statements - Management believes **no recently issued, but not yet effective, accounting pronouncements would materially affect** the Company's unaudited financial statements[164](index=164&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) This item is not required for smaller reporting companies - The Company is a smaller reporting company and is **not required to provide quantitative and qualitative disclosures about market risk**[165](index=165&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures and reports on any changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=33&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Assesses the effectiveness of the company's disclosure controls and procedures as of the reporting date - As of August 31, 2024, the Company's principal executive officer and principal financial and accounting officer concluded that disclosure controls and procedures were **not effective at a reasonable assurance level**[167](index=167&type=chunk) [Changes in Internal Control over Financial Reporting](index=33&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Reports on any material changes in the company's internal control over financial reporting during the fiscal quarter - There were **no material changes** in the Company's internal control over financial reporting during the fiscal quarter ended August 31, 2024[168](index=168&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=Part%20II.%20Other%20Information) Presents additional disclosures not covered in the financial statements, including legal, risk, and equity information [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) This section states that there are no legal proceedings - The Company is **not currently involved in any legal proceedings**[170](index=170&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors, focusing on the impact of changes in laws or regulations, particularly SEC proposed rules for SPACs, and the additional burdens and risks associated with pursuing a target company with international operations - Changes in laws or regulations, or failure to comply, may **adversely affect the Company's ability** to negotiate and complete its initial Business Combination and results of operations[170](index=170&type=chunk)[171](index=171&type=chunk) - **Proposed SEC rules relating to SPACs could materially adversely affect** the Company's ability to complete its initial business combination and increase associated costs and time[172](index=172&type=chunk) - Pursuing an international target company for a Business Combination **exposes the Company to additional risks**, including cross-border operational complexities, currency fluctuations, political instability, and regulatory differences[173](index=173&type=chunk)[174](index=174&type=chunk)[176](index=176&type=chunk) - **Military actions and related economic sanctions** (e.g., Russia-Ukraine conflict) may materially and adversely affect the Company's ability to consummate a Business Combination or the operations of a target business[177](index=177&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of unregistered equity securities, including Founder Shares and Private Placement Warrants, and the use of proceeds from the Initial Public Offering and private placement - The Company **issued** **2,875,000** Founder Shares to the Sponsor for **$25,000**, which will convert into Class A ordinary shares upon Business Combination[179](index=179&type=chunk) - The Initial Public Offering involved the **sale** of **11,500,000** Units at **$10.00** each, generating **$115,000,000**, with each Unit comprising one Class A ordinary share and one redeemable warrant[180](index=180&type=chunk) - Simultaneously, **5,000,000** Private Placement Warrants were **sold** to the Sponsor for **$5,000,000**[182](index=182&type=chunk) - **Total transaction costs amounted to** **$5,724,785**, including **$1,150,000** in underwriting fees and **$4,025,000** in deferred underwriting fees[184](index=184&type=chunk) - **Net proceeds of** **$118,300,215** from the IPO and private placement were primarily placed in the Trust Account (**$117,300,000**)[184](index=184&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there are no defaults upon senior securities - There are **no defaults upon senior securities**[186](index=186&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that there are no mine safety disclosures - There are **no mine safety disclosures**[186](index=186&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report - There is **no other information to report**[186](index=186&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q - The report **includes certifications** from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2) and XBRL taxonomy extension documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[186](index=186&type=chunk) [PART III - SIGNATURES](index=38&type=section&id=Part%20III.%20Signatures) Contains the official certifications and signatures required for the quarterly report submission [Signatures](index=38&type=section&id=Signatures) Confirms the official signing and submission of the Form 10-Q report by authorized officers - The report was **signed on October 7, 2024**, by Tristan Lo, Co-Chief Executive Officer, Chairman, and Director, and David Andrada, Co-Chief Executive Officer, Chief Financial Officer, and Director[189](index=189&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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/A (State or other jurisdiction of incorporation or organization) 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 May 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF ...

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 February 29, 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/A (State or other juris ...

[FORM 10-K Cover Page Information](index=1&type=section&id=FORM%2010-K%20Cover%20Page%20Information) Aura FAT Projects Acquisition Corp, a Cayman Islands blank check company, filed its Annual Report on Form 10-K for the fiscal year ended November 30, 2023, with securities registered on Nasdaq - Aura FAT Projects Acquisition Corp is a blank check company incorporated in the Cayman Islands, filing its Annual Report on Form 10-K for the fiscal year ended November 30, 2023[1](index=1&type=chunk)[2](index=2&type=chunk) Securities Registered on Nasdaq | 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, par value $0.0001 par value per share | AFAR | The Nasdaq Stock Market LLC | | Redeemable Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share | AFARW | The Nasdaq Stock Market LLC | - The registrant is classified as a Non-accelerated filer, a Smaller reporting company, and an Emerging growth company[7](index=7&type=chunk) Outstanding Shares as of February 26, 2024 | Class of Shares | Number of Shares Outstanding | | :-------------- | :--------------------------- | | Class A Ordinary Shares | 2,906,696 | | Class B Ordinary Shares | 2,875,000 | [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements based on management's expectations, which are subject to material differences due to various risk factors - The report contains forward-looking statements, identifiable by terms like 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'plans,' 'may,' 'will,' 'potential,' 'projects,' 'predicts,' 'continue,' or 'should,' with actual results potentially differing materially due to various factors[12](index=12&type=chunk)[13](index=13&type=chunk) - Key factors that could cause actual results to differ include the ability to complete an initial business combination, success in retaining key personnel, potential conflicts of interest, ability to obtain additional financing, and public securities liquidity[12](index=12&type=chunk)[14](index=14&type=chunk) [Definitions](index=5&type=section&id=Definitions) This section provides definitions for key terms used throughout the report, ensuring clarity and consistent understanding of financial and legal terminology - This section defines key terms such as 'board of directors,' 'charter,' 'Companies Act,' 'Continental,' 'DWAC System,' 'Exchange Act,' 'founder shares,' 'GAAP,' 'IFRS,' 'initial business combination,' 'initial public offering,' 'initial shareholders,' 'Investment Company Act,' 'JOBS Act,' 'MaloneBailey,' 'management,' 'Nasdaq,' 'Ordinary shares,' 'PCAOB,' 'private placement warrants,' 'public shares,' 'public shareholders,' 'public units,' 'public warrants,' 'Registration Statement,' 'Report,' 'Sarbanes-Oxley Act,' 'SEC,' 'Securities Act,' 'sponsor,' 'trust account,' 'units,' 'warrants,' and 'we,' 'us,' 'Company' or 'our Company'[15](index=15&type=chunk)[16](index=16&type=chunk) [PART I](index=7&type=section&id=PART%20I) This part covers the company's business operations, risk factors, unresolved staff comments, cybersecurity posture, property details, legal proceedings, and mine safety disclosures [Item 1. Business](index=7&type=section&id=Item%201.%20Business) Aura FAT Projects Acquisition Corp is a blank check company formed to effect a business combination, focusing on new financial services technology, Web 3.0, blockchain, cryptocurrency, and e-gaming in Southeast Asia and Australia - The Company is a blank check company incorporated on December 6, 2021, for a business combination, classified as a 'shell company' with no operations and nominal assets[18](index=18&type=chunk) - On April 18, 2022, the Company completed its IPO of 11.5 million units at $10.00 per unit, generating **$115 million**, and a private sale of 5 million Private Placement Warrants for **$5 million**[19](index=19&type=chunk)[20](index=20&type=chunk) - Shareholders approved an extension to complete an initial business combination from July 18, 2023, to July 18, 2024, via twelve one-month extensions[22](index=22&type=chunk) - On May 7, 2023, the Company entered a definitive Business Combination Agreement with Allrites Holdings Pte Ltd., a Singapore private company, making Allrites a wholly owned subsidiary[23](index=23&type=chunk)[24](index=24&type=chunk) - The business strategy focuses on identifying and completing an initial business combination with a company in new financial services technology, Web 3.0, blockchain, cryptocurrency, digital ledger, and e-gaming, particularly in Southeast Asia and Australia[32](index=32&type=chunk)[36](index=36&type=chunk) - As of November 30, 2023, the Company had **$30.60 million** available in the trust account for an initial business combination[53](index=53&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company, as a smaller reporting entity, provides a partial list of material risks, including its lack of operating history, going concern uncertainties, and potential for sponsor profit despite public shareholder losses - The Company is a newly incorporated Cayman Islands exempt company with no operating history or revenues, raising 'going concern' uncertainties[118](index=118&type=chunk) - Risks include failure to complete the initial business combination within the timeframe, limited shareholder rights to trust funds, and potential third-party claims liability[118](index=118&type=chunk)[119](index=119&type=chunk) - Other risks involve conflicts of interest of the sponsor, officers, and directors, limited ability to assess target management, potential inability to obtain additional financing, and adverse effects of warrants on ordinary share market price[119](index=119&type=chunk) [Item 1B. Unresolved Staff Comments](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report - The Company has no unresolved staff comments[121](index=121&type=chunk) [Item 1C. Cybersecurity](index=26&type=section&id=Item%201C.%20Cybersecurity) As a special purpose acquisition company with no business operations, the Company does not consider itself to face significant cybersecurity risk and has not adopted a formal cybersecurity risk management program - As a special purpose acquisition company with no business operations, the Company does not consider itself to face significant cybersecurity risk[122](index=122&type=chunk) - The Company has not adopted a formal cybersecurity risk management program or processes, with the board of directors generally overseeing such risks[122](index=122&type=chunk) - No cybersecurity incidents have been encountered since the Company's IPO[122](index=122&type=chunk) [Item 2. Properties](index=26&type=section&id=Item%202.%20Properties) The Company's executive offices are located in Singapore, for which it pays a monthly fee to an affiliate of its sponsor, covering office space, utilities, and administrative support - The Company's executive offices are located at 1 Phillip Street, 09-00, Royal One Phillip, Singapore, 048692[123](index=123&type=chunk) - A monthly fee of **$20,000** is paid to Fat Ventures Pte. Ltd., an affiliate of the sponsor, for office space, utilities, and administrative support[123](index=123&type=chunk) - The current office space is considered adequate for the Company's operations[123](index=123&type=chunk) [Item 3. Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) To the best of management's knowledge, there are no legal proceedings currently pending or contemplated against the Company, its officers, directors, or property - There is no litigation currently pending or contemplated against the Company, its officers, or directors[124](index=124&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[125](index=125&type=chunk) [PART II](index=28&type=section&id=PART%20II) This part covers market information, financial condition, results of operations, market risk disclosures, financial statements, accounting changes, controls and procedures, and other information [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Shareholder%20Matters,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The Company's units, public shares, and public warrants are traded on Nasdaq, with limited record holders, no cash dividends paid, and no equity compensation plans authorized - The Company's units, public shares, and public warrants are traded on Nasdaq under symbols 'AFARU,' 'AFAR,' and 'AFARW,' with units commencing public trading on April 13, 2022, and shares/warrants on June 3, 2022[128](index=128&type=chunk) Holders of Record as of February 26, 2024 | Security Type | Number of Holders of Record | | :-------------------- | :-------------------------- | | Units | 1 | | Class A ordinary share | 4 | | Warrants | 2 | - The Company has not paid any cash dividends on its ordinary shares to date and does not intend to prior to completing its initial business combination[130](index=130&type=chunk) Use of Proceeds from Initial Public Offering and Private Placement | Source | Gross Proceeds | | :----------------------------------- | :------------- | | Initial Public Offering (11.5M units) | $115,000,000 | | Private Placement (5M warrants) | $5,000,000 | | Total placed in Trust Account | $117,300,000 | [Item 6. [Reserved]](index=28&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The Company, a blank check entity, has not generated operating revenues and continues to incur significant costs in pursuit of a business combination, facing a working capital deficit and going concern uncertainties - The Company is a blank check company with no operating revenues to date, incurring significant costs in pursuit of a business combination[139](index=139&type=chunk)[156](index=156&type=chunk) - Shareholders approved an extension to complete an initial business combination until July 18, 2024, with the sponsor depositing **$50,000** or **$0.045** per share for each one-month extension, totaling **$250,000** for five extensions as of November 30, 2023[141](index=141&type=chunk) - Holders of 8,708,304 Class A ordinary shares exercised redemption rights for **$92.51 million**, or approximately **$10.62** per share, in connection with extension and NTA proposals[142](index=142&type=chunk) - A definitive Business Combination Agreement was entered into with Allrites Holdings Pte Ltd. on May 7, 2023, where Allrites shareholders will receive **9.2 million** Company Class A Ordinary Shares (valued at **$92 million**) and potential earnout shares based on future recurring revenue thresholds[144](index=144&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) Net Income Summary | Period | Net Income | | :-------------------------------------- | :--------- | | Year Ended November 30, 2023 | $2,410,775 | | Period from Dec 6, 2021 (inception) to Nov 30, 2022 | $817,089 | - As of November 30, 2023, the Company had **$233,088** in cash and marketable securities of **$30.60 million** in the Trust Account, but a working capital deficit of **$1.57 million**, raising substantial doubt about its ability to continue as a going concern without additional funds or completing a business combination by March 18, 2024[163](index=163&type=chunk)[164](index=164&type=chunk)[168](index=168&type=chunk)[294](index=294&type=chunk)[296](index=296&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the Company is not required to provide quantitative and qualitative disclosures about market risk - Quantitative and Qualitative Disclosures about Market Risk are not required for smaller reporting companies[174](index=174&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=33&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item refers to the Company's audited financial statements and supplementary data, which are included elsewhere in the report - Financial statements and supplementary data are included following Item 15 of this Report[175](index=175&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=34&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in and disagreements with accountants on accounting and financial disclosure[177](index=177&type=chunk) [Item 9A. Controls and Procedures](index=34&type=section&id=Item%209A.%20Controls%20and%20Procedures) The Company's disclosure controls and procedures were not effective as of November 30, 2023, due to material weaknesses in internal controls, with no material changes in internal control over financial reporting during the most recent fiscal quarter - The Company's disclosure controls and procedures were not effective as of November 30, 2023, due to material weaknesses in written policies and procedures of internal controls[179](index=179&type=chunk) - Management determined that the Company did not maintain effective internal control over financial reporting as of November 30, 2023, based on the COSO framework[181](index=181&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[182](index=182&type=chunk) [Item 9B. Other Information](index=35&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - There is no other information to report under this item[183](index=183&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=35&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the Company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[184](index=184&type=chunk) [PART III](index=36&type=section&id=PART%20III) This part details the Company's directors, executive officers, corporate governance, executive compensation, security ownership, related party transactions, and principal accountant fees and services [Item 10. Directors, Executive Officers and Corporate Governance](index=36&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The Company's board of directors, including independent members, oversees financial reporting and executive compensation through established audit and compensation committees, and has adopted a Code of Ethics Directors and Executive Officers | Name | Age | Position | | :-------------- | :-- | :------------------------------------------ | | Tristan Lo | 40 | Co-Chief Executive Officer, Director and Chairman of Board | | David Andrada | 42 | Co-Chief Executive Officer, Chief Financial Officer and Director | | Calvin Ng | 40 | Director | | Nils Michaelis | 49 | Director | | Thorsten Neumann| 41 | Independent Director | | Aneel Ranadive | 39 | Independent Director | | John Laurens | 62 | Independent Director | | Jay McCarthy | 60 | Independent Director | | Andrew Porter | 45 | Independent Director | - The Company has 8 directors, with officers appointed by the board at its discretion, and has established an audit committee and a compensation committee[203](index=203&type=chunk)[204](index=204&type=chunk) - The audit committee consists of independent directors Jay McCarthy, John Laurens (Chair), and Thorsten Neumann, with John Laurens qualifying as an 'audit committee financial expert'[206](index=206&type=chunk)[207](index=207&type=chunk) - The compensation committee consists of independent directors Andrew Porter (Chair) and Aneel Ranadive[208](index=208&type=chunk) - The Company has adopted a Code of Ethics applicable to its directors, officers, and employees[216](index=216&type=chunk) [Item 11. Executive Compensation](index=43&type=section&id=Item%2011.%20Executive%20Compensation) None of the Company's officers have received cash compensation for services rendered, with administrative fees paid to an affiliate and potential future consulting fees post-business combination - None of the Company's officers have received any cash compensation for services rendered[217](index=217&type=chunk) - A monthly payment of **$20,000** is made to Fat Ventures Pte. Ltd., an affiliate of the sponsor, for office space, utilities, and administrative support, with out-of-pocket expenses reimbursed[217](index=217&type=chunk) - After completing an initial business combination, directors or management team members remaining with the combined company may receive consulting or management fees, which will be fully disclosed to shareholders[218](index=218&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=44&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) As of February 26, 2024, the sponsor and executive officers/directors as a group beneficially own 49.73% of total outstanding ordinary shares, with founder shares subject to transfer restrictions Beneficial Ownership of Ordinary Shares as of February 26, 2024 | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Outstanding Class B Ordinary Shares | Percentage of Total Outstanding Ordinary Share | | :----------------------------------- | :---------------------------------- | :------------------------------------------------ | :--------------------------------------------- | | Aura FAT Projects Capital LLC | 2,875,000 | 100% | 49.73% | | All executive officers and directors as a group (9 individuals) | 2,875,000 | 100% | 49.73% | - Founder shares (Class B ordinary shares) are subject to transfer restrictions until the earlier of one year after the business combination or specific share price/liquidation events[221](index=221&type=chunk) - There are no securities authorized for issuance under equity compensation plans and no changes in control have occurred[224](index=224&type=chunk)[225](index=225&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=45&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The Company has several related party transactions, including sponsor share purchases, monthly administrative fees, and potential working capital loans, all reviewed by the audit committee, with a majority of the board being independent - The sponsor purchased **2.875 million** founder shares for **$25,000** and **5 million** private placement warrants for **$5 million**[226](index=226&type=chunk)[227](index=227&type=chunk) - The Company pays Fat Projects Pte. Ltd., an affiliate of its sponsor, **$20,000** per month for office space, utilities, and administrative support[228](index=228&type=chunk) - The sponsor or its affiliates may provide non-interest-bearing working capital loans, convertible into warrants, to finance transaction costs for an initial business combination[231](index=231&type=chunk) - The Company has adopted a code of ethics, and its audit committee is responsible for reviewing and approving related party transactions to minimize conflicts of interest[235](index=235&type=chunk)[237](index=237&type=chunk) - A majority of the Company's board of directors are independent, with Tristan Lo, David Andrada, Nils Michaelis, and Calvin Ng identified as non-independent[241](index=241&type=chunk) [Item 14. Principal Accountant Fees and Services](index=48&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) MaloneBailey serves as the independent registered public accounting firm, with audit fees for the fiscal year ended November 30, 2023, totaling approximately $77,500, and all services pre-approved by the audit committee - MaloneBailey acts as the Company's independent registered public accounting firm[243](index=243&type=chunk) Principal Accountant Fees | Fee Type | Year Ended Nov 30, 2023 | Period Dec 6, 2021 (inception) to Nov 30, 2022 | | :-------------- | :---------------------- | :--------------------------------------------- | | Audit Fees | $77,500 | $72,800 | | Audit-Related Fees| None | None | | Tax Fees | None | None | | All Other Fees | None | None | - The audit committee pre-approves all auditing services and permitted non-audit services[248](index=248&type=chunk) [PART IV](index=49&type=section&id=PART%20IV) This part lists the exhibits, financial statements, and financial statement schedules included in the report, along with a statement on the Form 10-K Summary's applicability [Item 15. Exhibits, Financial Statements and Financial Statement Schedules](index=49&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statements%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the report, including the Report of Independent Registered Public Accounting Firm and various financial statements - The report includes audited financial statements: Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and Notes to Financial Statements[251](index=251&type=chunk) - All financial statement schedules are omitted as not applicable or immaterial[252](index=252&type=chunk) - A comprehensive list of exhibits is filed as part of this Report, with details on incorporation by reference[252](index=252&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) [Item 16. Form 10-K Summary](index=49&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the Company - Form 10-K Summary is not applicable[253](index=253&type=chunk) [Signatures](index=72&type=section&id=Signatures) The Report was signed on February 26, 2024, by the Co-Chief Executive Officers and other directors - The Report was signed on February 26, 2024, by Tristan Lo (Co-Chief Executive Officer and Chairman and Director) and David Andrada (Co-Chief Executive Officer and Chief Financial Officer and Director), along with other directors[373](index=373&type=chunk)[374](index=374&type=chunk) [Financial Statements Index](index=51&type=section&id=Financial%20Statements%20Index) The financial statements index lists the Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and Notes to Financial Statements - The financial statements index lists the Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and Notes to Financial Statements[260](index=260&type=chunk) [Report of Independent Registered Public Accounting Firm](index=52&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) MaloneBailey, LLP issued an unqualified opinion on the Company's financial statements but highlighted a 'Going Concern Matter' due to liquidation risk if a business combination is not completed - MaloneBailey, LLP, the independent registered public accounting firm, issued an unqualified opinion on the Company's financial statements for the periods ended November 30, 2023, and 2022[262](index=262&type=chunk) - The auditors highlighted a 'Going Concern Matter' due to the Company's dependence on completing a business combination within a prescribed period and the risk of liquidation if unsuccessful, raising substantial doubt about its ability to continue as a going concern[263](index=263&type=chunk) - The audit was conducted in accordance with PCAOB standards, but the Company was not required to have, nor were the auditors engaged to perform, an audit of its internal control over financial reporting[265](index=265&type=chunk) [Financial Statements](index=53&type=section&id=Financial%20Statements) This section presents the Company's core financial statements, including Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, Statements of Cash Flows, and accompanying Notes [Balance Sheets](index=53&type=section&id=Balance%20Sheets) The balance sheets show a significant decrease in total assets and Class A ordinary shares subject to possible redemption from November 30, 2022, to November 30, 2023, primarily due to share redemptions Balance Sheet Summary (Selected Items) | Item | Nov 30, 2023 | Nov 30, 2022 | | :-------------------------------------------- | :------------ | :------------- | | Total Assets | $30,968,480 | $119,266,406 | | Cash | $233,088 | $360,530 | | Cash and marketable securities held in Trust Account | $30,604,459 | $118,785,342 | | Total Current Liabilities | $1,929,825 | $124,102 | | Deferred underwriting commission | $4,025,000 | $4,025,000 | | Class A ordinary shares subject to possible redemption | $30,604,459 | $118,785,342 | | Total Shareholders' Deficit | $(5,590,804) | $(3,668,038) | [Statements of Operations](index=54&type=section&id=Statements%20of%20Operations) The Company reported a net income of $2.41 million for the year ended November 30, 2023, primarily driven by interest income from marketable securities in the Trust Account, offsetting operating and formation costs Statements of Operations Summary | Item | Year Ended Nov 30, 2023 | Period from Dec 6, 2021 (Inception) Through Nov 30, 2022 | | :-------------------------------------------- | :---------------------- | :------------------------------------------------------- | | Operating and formation costs | $1,673,108 | $668,272 | | Interest earned on marketable securities held in Trust Account | $4,082,917 | $1,483,349 | | Net income | $2,410,775 | $817,089 | | Basic and diluted net income per share, Class A ordinary shares | $0.22 | $0.08 | - Net income for the year ended November 30, 2023, was **$2.41 million**, primarily from interest income on trust account securities (**$4.08 million**), offset by operating and formation costs (**$1.67 million**)[157](index=157&type=chunk)[272](index=272&type=chunk) - Basic and diluted net income per share for Class A ordinary shares increased from **$0.08** in the prior period to **$0.22** for the year ended November 30, 2023[272](index=272&type=chunk) [Statements of Changes in Shareholders' Deficit](index=55&type=section&id=Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The statements reflect a significant increase in accumulated deficit from $(3.67 million) at November 30, 2022, to $(5.59 million) at November 30, 2023, primarily due to accretion of Class A ordinary shares to redemption value Shareholders' Deficit Changes | Item | Nov 30, 2023 | Nov 30, 2022 | | :-------------------------------------------- | :------------ | :------------- | | Accumulated deficit | $(5,591,104) | $(3,668,338) | | Total Shareholders' Deficit | $(5,590,804) | $(3,668,038) | - The accumulated deficit increased by approximately **$1.92 million** from November 30, 2022, to November 30, 2023, driven by accretion of Class A ordinary shares to redemption value (**$4.08 million**) and extension funds (**$250,000**), partially offset by net income (**$2.41 million**)[274](index=274&type=chunk) [Statements of Cash Flows](index=56&type=section&id=Statements%20of%20Cash%20Flows) For the year ended November 30, 2023, cash used in operating activities was $677,442, while investing activities provided $92.26 million, and financing activities used $91.71 million, resulting in a net cash decrease of $127,442 Cash Flow Summary | Cash Flow Activity | Year Ended Nov 30, 2023 | Period from Dec 6, 2021 (Inception) To Nov 30, 2022 | | :-------------------------------------- | :---------------------- | :-------------------------------------------------- | | Net cash used in operating activities | $(677,442) | $(664,685) | | Net cash provided by (used in) investing activities | $92,264,424 | $(117,300,000) | | Net cash (used in) provided by financing activities | $(91,714,424) | $118,325,215 | | Net Change in Cash | $(127,442) | $360,530 | | Cash – End of period | $233,088 | $360,530 | - Cash used in operating activities was **$677,442** for the year ended November 30, 2023, influenced by net income and interest earned on marketable securities[161](index=161&type=chunk)[276](index=276&type=chunk) - Investing activities saw a significant inflow of **$92.26 million**, primarily due to **$92.51 million** cash withdrawn from the Trust Account in connection with redemptions[161](index=161&type=chunk)[276](index=276&type=chunk) - Financing activities resulted in a net outflow of **$91.71 million**, largely due to the redemption of common stock (**$92.51 million**) and partially offset by advances from related parties (**$550,000**)[276](index=276&type=chunk) [Notes to Financial Statements](index=57&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the Company's organization, accounting policies, proposed business combination with Allrites, going concern uncertainty, related party transactions, and shareholder equity components - The Company is a Cayman Islands exempted company, a blank check company formed on December 6, 2021, for a Business Combination, and has not commenced operations or generated operating revenues[278](index=278&type=chunk)[279](index=279&type=chunk) - The Company consummated its IPO on April 18, 2022, raising **$115 million** from units and **$5 million** from private placement warrants, with **$117.3 million** placed in a Trust Account[280](index=280&type=chunk)[281](index=281&type=chunk)[285](index=285&type=chunk) - A definitive Business Combination Agreement was entered into with Allrites Holdings Pte Ltd. on May 7, 2023, involving a share recapitalization and exchange of **9.2 million** Company Class A Ordinary Shares for Allrites shareholders, plus potential earnout shares[297](index=297&type=chunk)[338](index=338&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk) - The Company faces a 'Going Concern Consideration' due to a working capital deficit of **$1.57 million** as of November 30, 2023, and the need to complete a Business Combination by March 18, 2024, or liquidate[294](index=294&type=chunk)[296](index=296&type=chunk) - Related party transactions include the sponsor's purchase of founder shares and private placement warrants, a **$20,000** monthly administrative fee to an affiliate, and advances from the sponsor totaling **$800,000** for the year ended November 30, 2023[325](index=325&type=chunk)[327](index=327&type=chunk)[332](index=332&type=chunk) - The Company's Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value, which was **$30.60 million** as of November 30, 2023, following significant redemptions[309](index=309&type=chunk)[312](index=312&type=chunk)

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 31, 2023 ☐ 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/A (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Cayman Islands N/A 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 May 31, 2023 ☐ 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) (State or other jurisdict ...

Financial Performance - For the three months ended February 28, 2023, the company reported a net income of $983,179, driven by interest income of $1,249,613 from marketable securities held in the Trust Account[117]. - Cash used in operating activities for the three months ended February 28, 2023, was $220,839, with net income impacted by interest earned and unrealized losses on marketable securities[120]. Marketable Securities - As of February 28, 2023, the company had marketable securities in the Trust Account totaling $120,031,079, which includes $2,731,079 of interest income, net of unrealized losses[122]. Initial Public Offering - The company completed its Initial Public Offering on April 18, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[118]. - The company incurred $5,724,785 in costs related to the Initial Public Offering, including $1,150,000 in underwriting fees[119]. Business Operations and Future Plans - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[122]. - If the company cannot complete a Business Combination by July 18, 2023, it will cease operations except for liquidation purposes, raising concerns about its ability to continue as a going concern[127]. - The company intends to use cash held outside the Trust Account primarily for identifying and evaluating target businesses[123]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of February 28, 2023[128]. - The company has a contractual obligation to pay $20,000 per month to an affiliate of the Sponsor for office space and related support[129].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2022 ☐ 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: 001-901886 Aura FAT Projects Acquisition Corp (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | ...