Aura FAT Projects Acquisition Corp

Aura FAT Projects Acquisition Corp

Mar 18, 2022 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Allrites Holdings Pte

ENTERPRISE VALUE: $92 million
ANTICIPATED SYMBOL: ART

Aura FAT Projects Acquisition Corp. signed a business combination agreement with Allrites Holdings Pte, a Singaporean film and television content rights marketplace

  • Allrites, founded by Australian former television producer Riaz Mehta, runs a content-as-a-service business for buyers of film and television licenses.
  • The Singapore-based company generates more than half its revenue in the US.

SUBSEQUENT EVENT – 1/21/25 – LINK

  •  In connection with the Earnout Agreements (please refer to the Earnout section for additional details), there has been an amendment to the Original Agreement for the Earnout Period and Earnout Threshold.
    • As to the First Earnout, the Company reaching an ARR equal to or greater than $8,750,000 for Fiscal Year 2025.
    • As to the Second Earnout, the Company reaching an ARR equal to or greater than $15,470,000 for Fiscal Year 2026.

EXTENSION – 7/16/24 – LINK

  • The SPAC approved the extension from July 18, 2024 to July 18, 2025.
    • 2,728,914 shares were redeemed.
    • $0.02/share per month will be deposited into the trust account.

EXTENSION – 7/17/23 – LINK

  • The SPAC approved the extension from July 18, 2023 to July 18, 2024.
    • 8,708,304 shares were redeemed for $10.60 per share.
    • $50K per month will be deposited into the trust account.

TRANSACTION

  • Founder and CEO, Riaz Mehta, will continue to lead Allrites after the business combination.
  • The transaction reflects an estimated proforma enterprise value for Allrites of US$92 million, with another potential US$18 million in earnout over 2 years (subject to achieving certain target annualised recurring revenue).
  • The transaction was approved unanimously by both Boards.

SPAC FUNDING

  • The business combination agreement allows AFAR to seek a PIPE between signing the business combination agreement and closing the transaction.


EARNOUT

  • Company:
    • 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, AFAR will issue to the Allrites shareholders:
      • (i) in connection with the first Earnout Period, if earned and payable, 800,000 AFAR 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 AFAR Class A Ordinary Shares, valued at $10.00 per share, for an aggregate value of $10,000,000.
  • Please refer to the Subsequent Event on 1/21/25 for updated earnout details.

LOCK-UP

  • Company and Sponsor:
    • The Company and Sponsor have agreed to a lock-up for a period of twelve (12) months following the Closing for the AFAR shares they own.

NOTABLE CONDITIONS TO CLOSING

  • Aura Fat Projects shareholder approval

NOTABLE CONDITIONS TO TERMINATION

  • The Agreement may be terminated at any time prior to the Closing by either AFAR or Allrites if the Closing has not occurred on or prior to July 12, 2023 (“Outside Date”).
  • On 1/17/25, the Outside Date was extended to July 18, 2025. Link

ADVISORS

  • Allrites Advisors:
    • Rimon P.C. is serving as its U.S. legal counsel
    • Bayfront Legal is serving as its Singapore legal counsel
  • Aura Fat Projects Advisors:
    • Nelson Mullins Riley & Scarborough LLP is serving as its U.S. legal counsel
    • Shooklin & Bok is serving as its Singapore legal counsel
    • Harneys Westwood & Riegels is serving as its Cayman Islands legal counsel
    • EF Hutton, division of Benchmark Investments, LLC, is serving as Capital Markets Advisor.

MANAGEMENT & BOARD


Executive Officers

Tristan Lo, 39
Co-Chief Executive Officer, Director and Chairman of Board

Mr. Lo also serves as a director of FP Two Investments and Holdings Limited (since November 2021), Fat Projects Two Capital Inc. (since November 2021), and Fat Projects International Investments and Holdings Limited (since October 2021), each of which is an affiliate of sponsor. Since May 2015, Mr. Lo has served as a Managing Partner of Fat Projects Pte. Ltd., an affiliate of our sponsor, where he identifies strategic partnership opportunities, guides equity investment strategy, and leads operations of the firm’s portfolio of companies. Mr. Lo has been a lifelong entrepreneur, starting his first company in advertising and marketing while completing his Business Degree at the University of Technology Sydney. Thereafter, he founded companies in Australia including a portfolio of telecommunication retail stores, online accredited training businesses, and a portfolio of hotel businesses. In March 2013, Mr. Lo moved to Singapore and became the founder and Chief Executive Officer of Mums.sg, an e-commerce B2C company. While at Mums.sg, Mr. Lo grew the e-commerce business from inception to operations across Singapore and further expanded by acquiring a complimentary e-commerce company in Hong Kong. In 2016, Mr. Lo, subsequently negotiated a majority sale to JD.ID, an e-commerce company based in Jakarta, Indonesia, part of NASDAQ listed JD.com. JD.com is widely recognized as one of the leading e-commerce companies in the world. Following the sale to JD.ID Mr. Lo spent 18 months on the ground in Jakarta helping build their Indonesian operations from infancy. Mr. Lo is an experienced operator scaling businesses via organic growth and mergers and acquisition across Asia Pacific. In October 2018, Mr. Lo became a director of Panamericana Pte. Ltd., a Singapore food and beverage company. In October 2019, Mr. Lo co-founded Clean Eats & Co Pte. Ltd., a Singapore food technology company and has been the chief executive officer thereof since then. In April 2021, Mr. Lo co-founded Fat Projects Acquisition Corp (FATP:Nasdaq), a special purpose acquisition company incorporated under the laws of Cayman Islands, which is currently listed on Nasdaq Stock Market, and serves as its Co-Chief Executive Officer and Chairman of Board (see discussion in “Management-Conflicts of Interest”). Mr. Lo holds a Bachelor of Business, Marketing and E-Business from University of Technology Sydney. Mr. Lo held various roles in private equity and has a decade of professional and transaction experience.


David Andrada, 41
 Co-Chief Executive Officer, Chief Financial Officer and Director

 In April 2021, Mr. Andrada co-founded Fat Projects Acquisition Corp (FATP:Nasdaq), a special purpose acquisition company incorporated under the laws of Cayman Islands, which is currently listed on Nasdaq Stock Market, and serves as its Co-Chief Executive Officer and Chief Financial Officer and as a director (see discussion in “Management-Conflicts of Interest”). Since December 2021, Mr. Andrada serves as a manager of Aura Fat Projects Capital LLC, our sponsor. Mr. Andrada also serves as a director of FP Two Investments and Holdings Limited (since November 2021), Fat Projects Two Capital Inc. (since November 2021), and Fat Projects International Investments and Holdings Limited (since October 2021), each of which is an affiliate of sponsor. Since May 2015, Mr. Andrada has served as a Managing Partner of Fat Projects Pte. Ltd., an affiliate of our sponsor, where he helps guide the firm’s capital raisings and M&A activity. Since September 2020, Mr. Andrada serves as the Co-Founder and Chief Financial Officer of Clean Eats & Co Pte. Ltd., a Singapore company focusing on food technology. Mr. Andrada also advises several Small/Mid Cap companies in Southeast Asia on corporate finance projects, go-public and mergers and acquisitions strategies in industries including technology, telecommunications, energy and infrastructure. Mr. Andrada is a seasoned and globally recognized banking executive having held senior positions with HSBC Group from September 2014 through August 2020, and Bank of America Merrill Lynch across Sydney, Singapore and the United States. His last role at HSBC was Global Sector Head (from September 2017 through August 2020) spending most times between Houston and London, where he was globally responsible for the firm’s institutional relationships in the Oil & Gas, Metals & Mining, Chemicals and Utilities sectors managing corporate investments, post-M&A treasury integration, digitization and treasury transformation projects. He led a team of senior banking professionals across Europe, Americas, Asia Pacific and Middle East covering some of the world’s largest companies for their corporate treasury service’s needs. Prior to moving to Houston, Mr. Andrada was based out of Singapore where he was Asia Pacific Sector Head for the firm from 2014 through September 2017. Prior to this, he was Vice President at Bank of America Merrill Lynch in Sydney helping multinational companies in Asia Pacific with their Digital Transformation programs in Treasury and Supply Chain. Mr. Andrada holds a Bachelor of Commerce, Major in Management of Financial Institutions from De La Salle University, and took further post graduate studies at The University of Sydney Business School.


Board of Directors

Calvin Ng, 39
Director

He has strong global experience as an entrepreneur, venture capitalist, investment banker, board member and fund manager across both private and public markets. Mr. Ng is a co-founder of Aura Group (defined below), a Pan-Asian financial services business with operations in Australia, Singapore, Vietnam and Philippines, with focuses on funds management, wealth management and investment banking and manages and advises over one billion U.S. Dollars in assets. He was previously the Responsible Manager for Aura Capital Pty. Ltd.’s Australian Financial Services License (from May 2010 through August 2017). Mr. Ng currently serves as the Chief Executive Officer (from November 2021) and director (from September 2020) of Aura Group Singapore Pte. Ltd., an affiliate of Aura Group, which holds Capital Markets Services Licenses regulated by the Monetary Authority of Singapore. In addition, Mr. Ng currently has numerous board roles within the Aura Group: Aura Group Holdings Pte. Ltd. (from December 2018), Aura Funds Management Pty. Ltd. (July 2015), Aura Group Services Pty. Ltd. (from June 2015), Aura Capital Nominees Pty. Ltd. (from January 2013), Aura Partners Pty. Ltd. (from July 2012), Aura Ventures Partners Pty. Ltd. (from November 2015), Aura Private Wealth Pty. Ltd. (from May 2012), Aura Group Pty. Ltd. (from July 2011), Aura Capital Management Pty. Ltd. (from April 2011), Aura Principal Investments Pty. Ltd. (from July 2010), Sparks Partnership Group Holdings Pty. Ltd. from (from March 2020), and Aura Capital Pty. Ltd. (from May 2010) (together with Aura Group Singapore Pte. Ltd., collectively, “Aura Group”). Mr. Ng is also co-founder of the Finsure Holding Pty. Ltd. (“Finsure”), one of Australia’s largest mortgage aggregation groups, which has been recognized as one of Australia’s fastest growing companies by BRW magazine for 4 consecutive years over 2015-2018. Mr. Ng served as the Head of Strategy of Finsure Group Pty. Ltd. from January 2011 through September 2018. He also served as a director of Finsure, Finsure Domain Names Pty., Ltd., and Finsure Finance & Insurance Pty. Ltd. As of December 2021, Finsure has approximately 8% market share of residential mortgage originations in Australia. In 2018, Finsure completed a reverse merger with APRA regulated authorized deposit taking institution Goldfields Money Limited and formed a fully operational Australian bank known as BNK Banking Corporation Limited (ASX:BBC). In February 2022, BNK Banking Corporation Limited sold Finsure for approximately $151,600,000 in cash to MA Financial Limited (ASX:MAF). Mr. Ng has been a director of BNK Banking Corporation Limited since July 2021. Mr. Ng served as director of IBuyNew Group Limited (ASX:IBN) between February 2013 through September 2019, and Catapult Group International Limited (ASX:CAT) between November 2013 through November 2019, a director of Bullion Asset Management Services Pte. Ltd. since May 2020 through January 31, 2022, a commodities blockchain tokenization platform, and SB Moneyball Holdings Pty. Ltd. (from February 2015 through February 2022). In addition to his positions at Aura Group Mr. Ng is currently a Non-Executive Director of various companies: (i) Integrated Portfolio Solutions Pty. Ltd. (since December 2017), a wealth management platform administering more than 9 billion Australian Dollars in assets. (ii) Institchu Holdings Pty. Ltd. (since December 2017), Institchu Pty. Ltd. (Since December 2017), and Institchu Pte. Ltd. (since June 2021), Australia’s largest online custom tailor, (iii) NG Capital Management Services Pte. Ltd. (from January 2017), NG Capital Management Pty. Ltd. (from May 2010), and NG Capital Pty. Ltd. (from March 2009), (iv) Pup Capital Pte. Ltd. (from November 2017), and (v) Accountable Wealth Management Pty. Ltd. (from March 2018).


Nils Michaelis, 48 [Resigned]
Director

Mr. Michaelis’ career spans 24 years, multiple industries and geographies. Mr. Michaelis serves as President, Chief Operating Officer and Head of Mergers & Acquisitions (since July 2021) and a director (since October 2021) of Fat Projects Acquisition Corp (FATP:Nasdaq), a special purpose acquisition company incorporated under the laws of Cayman Islands, which is currently listed on Nasdaq Stock Market (see discussion in “Management—Conflicts of Interest”). Mr. Michaelis has been at the forefront of digital transformation throughout his career and is a seasoned expert in identifying opportunities from digital technologies, designing new approaches and business models, and then executing and successfully scaling them through a combination of organic and M&A-driven growth. Throughout his career, Mr. Michaelis has been driving M&A and the integration of acquisitions to accelerate and scale business for the corporations and the clients he has served – with significant M&A experience across Asia, Europe and North America. Prior to joining FATP, Mr. Michaelis has been based in Singapore and held senior leadership roles at Accenture since August 2013, serving as Managing Director responsible for Digital in Southeast Asia, and commencing from 2016 leading transformation in consumer facing industries for the Growth Markets region (APAC, Africa Middle East and Latin America), designing and executing integrated technology-led transformation journeys for his clients across experience, enablement and efficiency layers. Mr. Michaelis is deeply entrenched into the global innovation and technology ecosystems and a recognized thought leader for corporations, tertiary institutions and government-linked enterprises. Prior to join Accenture, he held leadership positions at McKinsey & Company, a world-leading consultancy, and corporations such as Bertelsmann and American Express. Mr. Michaelis holds a Master of Business Administration from Leuphana University of Lüneburg.


Thorsten Neumann, 40
Independent Director

Mr. Neumann has 22 years of technology and innovation experience in serial entrepreneurial roles in fintech and senior management of listed companies. He has a credible background in technology, operations, and business strategy in Europe, South East Asia, and Africa. Mr. Neumann founded an SME focused Internet Service Provider, Intdev Internet Technologies (Private) Ltd in 1998, and assumed the role of Chief Executive Officer from November 2008 to November 2010. He scaled and successfully exited the business, today a subsidiary of JSE-listed Alviva. Mr Neumann was an early joiner in role of Project Developer at Global Trader from January 2004 through June 2008, where he led engineering and project delivery of the international expansion of the Equities Swaps (CFD) business. The company was successfully acquired by JSE-listed Purple Capital in 2007 for $47 million. Mr. Neumann was recruited by Banro Corporation to lead the Canadian TSX-listed gold miner’s technology strategy and group-wide ICT program. He held the role of Group Technology Manager from December 2010 until August 2013, and roll out enterprise information and communication systems in commissioning two industrial-scale greenfield gold mines. Mr. Neumann co-founded Singapore-based fintech Transaction Technologies Pte Ltd (SmartPesa) and served as Director and Chief Technology Officer from November 2013 until June 2019, where he secured VC funding to roll out the payments platform to thirteen markets. Since August 2012, he held role of Director for Icarus Feather Limited, an investment holdings company. In July 2019, Mr Neumann took on the Managing Director role of Chief Technology Officer at SC Ventures, the innovation arm of Standard Chartered Bank to deliver tangible value creation – in sponsoring entrepreneurs, technology due diligences for the $100 million investment fund, and creation of new disruptive business models. He is a mentor with the German Accelerator, an active angel investor, and an advocate for open-source software. Mr. Neumann holds a Bachelor of Science from University of Johannesburg, a Master of Computer Science from University of Pretoria, and a Graduate Certificate in Real Estate Finance from the National University of Singapore.


Andrew Porter, — [Appointed 12/5/22]
Independent Director

Mr. Porter has over 20 years of experience in the financial, fintech and crypto currency industries serving in various senior management roles and as a board advisor. Mr. Porter has been Chief Investment Officer of Aventine Capital Pty Ltd since November 2019, a private investment company investing in tech startups. Since February 2020, Mr. Porter has served as board advisor to CryptoSpend, an Australian fintech startup providing crypto to AUD payment solutions. In addition, Mr. Porter has served as a board advisor to FlashFX, a non-bank foreign exchange and international payments provider since June 2020. From September 2017 to March 2020, Mr. Porter served as a board advisor to Synthetix, an Australian decentralized finance derivatives and liquidity protocol. From February 2022 to June 2022, Mr. Porter served as the Chief Executive Officer of FinTech Australia, an industry group representing the Australian fintech industry. Mr. Porter served as the interim Chief Executive Officer of Flash FX from June 2020 until January 2021. From March 2018 to March 2020, Mr. Porter served as Chief Commercial Officer and Country Director of TransferMate Global Payments, a non-bank foreign exchange and international payments provider. From March 2010 to June 2017, Mr. Porter served as Managing Director of World First Pty Ltd, a non-bank foreign exchange and international payments provider. Mr. Porter holds a Bachelor of Arts from Macquarie University and a Diploma of Financial Markets from The Securities Institute of Australia (now FINSIA).


Leigh Travers, 35 [Resigned 12/5/22]
Independent Director

Mr. Travers has enjoyed a 15-year career in the finance and crypto-asset industry. This includes experience within public markets focusing on high-growth companies and is expected to join our board upon completion of this offering. Mr. Travers’ ability to secure buy-in from key stakeholders from within an organization, across an industry, and from investors has led to exciting opportunities. He is the current CEO of Binance Australia, the fastest growing crypto-asset exchange in the region (since August 2021). Mr. Travers has served as a director since February 2021 for Rosherville Investment Group Ltd., an asset management group focused on a range of funds, including digital assets. He formerly served as CEO and director of the world’s first publicly traded crypto firm DigitalX Ltd., from August 2014 to August 2021. While Mr. Travers was at the helm, DigitalX achieved a number of milestones including winning Deloitte’s Technology Fast 50 Award, securing the first-ever public Company share subscription by way of Bitcoin, and becoming the first public Company to hold Bitcoin as a treasury position. In 2018, DigitalX advised a company on an initial coin offering conducted in Australia. Legal proceedings related to an Originating Application and Statement of Claim were filed by a group of parties related to their investment in the offering. In 2019, DigitalX settled those claims without any admission of liability by DigitalX or its officers or directors. Mr. Travers created Perth Blockchain Centre in December 2018, a tech and investment start-up hub, and worked with companies such as Vulcan Energy, HyprFire, and DigitalX before selling the Company lease in August 2021. From February 2015 to September 2020, Mr. Travers helped drive the responsible adoption of blockchain technology by industries and governments across Australia while serving as director, Chairman, and Treasurer of Australia’s blockchain industry body, Blockchain Australia Ltd. He was also responsible for creating an investment grade rated digital asset fund that was the second-best performing fund in Australia (Morningstar, 2021). Mr. Travers has provided technical, marketing, and investor services to several crypto start-ups which grew to achieve unicorn status, these include: Powerledger, SingularityNet, and Human Protocol. Mr. Travers holds a degree in Communications and Commerce from the University of Western Australia and received a Fintech certification from MIT in 2016.


Aneel Ranadive, 38
Independent Director

Mr. Ranadive has been building and investing in software start-ups for 15 years and is expected to join our board upon completion of this offering. He is the founder and Managing Partner of Soma Capital, a Silicon Valley based early-stage venture capital fund. Founded in 2015, Soma has invested in startups worth over $60 billion combined. This includes twenty unicorns such as Cruise, Ironclad, Rippling, Alto, Lattice, Astranis, Rappi, Razorpay among others. The Ranadive family’s legacy is building Tibco Software, which digitized Wall Street in the 1990s and scaled to power numerous Fortune 500 companies. The Ranadive family also owns the Sacramento Kings NBA team, and is currently developing 200 acres of land in the Sacramento area. Mr. Ranadive holds a degree in Mathematics from Columbia University.


John Laurens, 60
Independent Director

Mr. Laurens is a leader in digital banking and is expected to join our board upon completion of this offering. He has global large scale general management experience, with a particular expertise in transformational platforms, customer journeys, data, and design thinking. Mr. Laurens possesses deep, current, on the ground Asian experience across 19 Asia Pacific markets over 27 years. From November 2014 to January 2020, he served as the Chairman of AXS Pte. Ltd., Singapore’s largest retail e-services and bill payment provider. In this role, Mr. Laurens guided the executive team towards a digital strategy and helped to evolve AXS from a small kiosk network to a mass market payment business, enabling the public to pay bills and access government services through mobile and ‘e-Stations’ nationally. During his time as a Managing Director and Group Head of Global Transaction Banking at DBS Bank Ltd., from November 2014 to August 2021, Mr. Laurens managed strategy, goal setting, profit and loss performance, talent development, stakeholder engagement, major client relationships, regulatory, risk governance, growth execution, marketing, and participation in M&A. In his role as Senior Advisor at DBS Bank Ltd. from August 2021 to January 2022, Mr. Laurens served as an advisor to the executive leadership team where he provided guidance and expertise across a broad range of strategic initiatives, such as: creation of new digital currency and digital asset custody business propositions, target market and client segmentation redesign, data driven business model design, and development. Mr. Laurens is an Associate of the Chartered Institute of Bankers (ACIB), England and a Fellow of the Institute of Banking and Finance, Singapore.


Jay McCarthy, 59
Independent Director

Mr. McCarthy has more than 22 years of experience of investment management experience in Asia and is expected to join our board upon completion of this offering. He is the founder and has served as Managing Partner of Pacific Advisors Pte. Ltd. since May 2006, where he has advised, financed and invested in a number of deals across industries, principally mining & energy, technology and property. Mr. McCarthy is the Co-Founder and General Partner of SparkLabs Group. Founded in December 2013, SparkLabs Group is a network of start-up accelerators and venture capital funds that has invested in over 300 start-ups across six continents since 2013. In June 2019, Mr. McCarthy also co-founded Equilibrium World Pte. Ltd., an automated sustainability data management software company. He also currently serves as Managing Director of Equilibrium World. Finally, Mr. McCarthy co-founded Bridgeport Capital, a Web3 venture investing group in September 2021, and currently serves as Managing Partner. Mr. McCarthy has significant experience with structuring deals and working with their investor, industry and service (legal and advisory) counterparts. Mr. McCarthy holds a degree in Business and Commerce from Boston College.