Aura FAT Projects (AFARW) drops Allrites merger as six directors resign

Rhea-AI Filing Summary

Aura FAT Projects Acquisition Corp reported two major corporate changes. The company announced the expiration and termination of its Business Combination Agreement with Allrites Holdings Pte Ltd., which had an end date of July 18, 2025, after deciding not to extend that date following a review of market conditions and strategic priorities. This effectively ends the planned merger with Allrites.

Separately, on June 19, 2025, six directors — Kar Wing (Calvin) Ng, Andrew Porter, Aneel Ranadive, Thorsten Neumann, John Laurens, and Jay McCarthy — resigned from the board. As a result, several members also stepped down from the Audit and Compensation Committees. The company states these resignations were not due to any disagreement with its operations, policies, or practices.

Positive

• None.

Negative

• Termination of Allrites business combination – The company ended its Business Combination Agreement with Allrites Holdings Pte Ltd., removing the previously identified merger transaction after reaching the agreement’s July 18, 2025 end date.
• Mass board and committee resignations – Six directors resigned on June 19, 2025, including members of the Audit and Compensation Committees, resulting in a substantial change to the company’s governance structure.

Insights

SPAC and corporate governance analyst

Terminated merger and multiple director resignations increase uncertainty.

The company has terminated its Business Combination Agreement with Allrites Holdings Pte Ltd., which had a contractual end date of July 18, 2025. Ending a signed business combination is significant for a special purpose acquisition vehicle because it removes the identified target and resets the strategic direction after the company cites prevailing market conditions and strategic priorities.

On June 19, 2025, six directors resigned, including members of the Audit and Compensation Committees. The company notes these departures were not due to disagreements over operations, policies, or practices, but such turnover still represents a material change in board and committee composition. Future disclosures in company communications may clarify how board roles are refilled and what new strategic options are pursued after the terminated transaction.

false 0001901886 0001901886 2025-06-19 2025-06-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 19, 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)		(Commission File Number)		(I.R.S. Employer Identification Number)

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

Singapore, 048692

(Address of principal executive offices, including zip code)

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

(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:

*Registrant was suspended from trading on Nasdaq on July 30, 2024 and a Form 25 was filed on March 5, 2025.

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 1.02. Termination of a Material Definitive Agreement.

On September 9, 2025, Aura FAT Projects Acquisition Corp, a Cayman Islands exempted company limited by shares, with company registration number 384483 (the “Company”) announced the expiration and termination of the Business Combination Agreement, dated as of May 7, 2023, as amended (the “Business Combination Agreement”), by and among (i) the Company, (ii) Allrites Holdings Pte Ltd., a Singapore private company limited by shares, with company registration number 201703484C (“Allrites”), and (iii) Meta Gold Pte. Ltd., a Singapore exempt private company limited by shares, with company registration number 202001973W, in its capacity as the representative for the shareholders of Allrites.

The Business Combination Agreement had an end date of July 18, 2025, and the decision to not extend this end date followed a comprehensive evaluation of prevailing market conditions and strategic priorities carried out by the Company.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2025, Kar Wing (Calvin) Ng, Andrew Porter, Aneel Ranadive, Thorsten Neumann, John Laurens, and Jay McCarthy resigned from the positions as directors (the “Director Resignations”) of Aura FAT Projects Acquisition Corp (the “Company”). Consequently, Jay McCarthy, John Laurens and Thorsten Neumann resigned from their positions as members of the Audit Committee and Andrew Porter and Aneel Ranadive resigned from their positions as members of the Compensation Committee (the “Committee Resignations”).

The Director Resignations as well as the Committee Resignations are not the result of any disagreement with the Company’s operations, policies, or practices.

Item 7.01. Regulation FD Disclosure.

On September 9, 2025, the Company issued a press release regarding the matters discussed in Item 1.02, a copy of which is attached hereto as Exhibit 99.1.

The information in this Item 7.01 and in Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AURA FAT PROJECTS ACQUISITION CORP
Date: September 9, 2025	By:	/s/ David Andrada
	Name:	David Andrada
	Title:	Co-Chief Executive Officer

2

FAQ

What did Aura FAT Projects Acquisition Corp (AFARW) announce about its merger with Allrites?

Aura FAT Projects Acquisition Corp announced the expiration and termination of its Business Combination Agreement with Allrites Holdings Pte Ltd., which had an end date of July 18, 2025, after deciding not to extend that date following an evaluation of market conditions and strategic priorities.

Why was the Aura FAT Projects–Allrites Business Combination Agreement terminated?

The company states that the decision not to extend the July 18, 2025 end date of the Business Combination Agreement with Allrites followed a comprehensive evaluation of prevailing market conditions and the company’s strategic priorities.

Which directors resigned from Aura FAT Projects Acquisition Corp on June 19, 2025?

On June 19, 2025, directors Kar Wing (Calvin) Ng, Andrew Porter, Aneel Ranadive, Thorsten Neumann, John Laurens, and Jay McCarthy resigned from the board of Aura FAT Projects Acquisition Corp.

How did the June 19, 2025 resignations affect Aura FAT Projects’ board committees?

Following the director resignations, Jay McCarthy, John Laurens, and Thorsten Neumann resigned from the Audit Committee, and Andrew Porter and Aneel Ranadive resigned from the Compensation Committee, changing the composition of both committees.

Did the Aura FAT Projects directors resign due to disagreements with the company?

The company states that the director resignations and related committee resignations were not the result of any disagreement with its operations, policies, or practices.

What additional disclosure did Aura FAT Projects provide about these changes?

On September 9, 2025, the company issued a press release discussing the termination of the Allrites Business Combination Agreement, which is furnished as Exhibit 99.1 to the report.