Technology and Software Innovator Avanseus Holdings to Go Public with SPAC Transaction
Avanseus is a technology and software innovator in enterprise solutions driven by analytics, artificial intelligence, machine learning and cognitive computing for large scale technology infrastructure management.
Avanseus’ technology and software solutions are deployed in Asia, the United Kingdom, Europe, and South America.
Transaction proceeds will be used to enrich Avanseus’ product portfolio by developing new software solutions, expand its footprint to industries like data centers, utilities, and manufacturing, strengthen its partnership program to increase its market presence and pursue merger and acquisition opportunities.
Fat Projects values the combined companies at a pro forma enterprise value of approximately US$135.7 million.
Business combination agreement allows Fat Projects to seek a PIPE between the signing of the business combination agreement and the closing of the transaction.
Business combination agreement also authorizes Fat Projects, with the approval of Avanseus, to conduct additional private offerings to support the transaction.
The transaction was approved unanimously by both Boards
Avanseus Holdings Pte. Ltd. (“Avanseus” or the “Company“), a technology and software innovator, and Fat Projects Acquisition Corp (NASDAQ:FATPU, FATP, FATPW) (“Fat Projects“), a special purpose acquisition company formed by Fat Projects SPAC Pte. Ltd., announced today that they have entered into a business combination agreement. Upon closing of the proposed business combination, the combined company is expected to continue trading on Nasdaq under a new ticker symbol reflective of Avanseus’ name.
Avanseus specializes in building enterprise solutions driven by analytics, artificial intelligence, machine learning, and cognitive computing. It has developed a suite of artificial intelligence-based proprietary algorithms that continuously analyze relevant data and is currently focused on predictive operations and maintenance software, primarily in the telecommunications sector. Avanseus solutions are deployed in Asia, the United Kingdom, Europe, and South America.
Avanseus was founded in 2015 and is headquartered in Singapore, with employees based in Singapore, India, and Italy, and has a network of partners across key global markets.
Leveraging Market Disruptions to Capture Opportunities
Avanseus proposition is focused to leverage the combination of three major market disruptions:
The expansion of cloud, driven by large cloud infrastructure providers (so called “hyper-scaler companies”) and ushering in a revolution in the constituents of technology infrastructures.
The adoption of AI on a wide scale, enabled by lower costs for data computational power and storage, unleashing the adoption of data-driven methodologies to augment technology infrastructure operations.
The transition to 5G, enabling a constellation of new services and use cases for consumers and enterprises, driven by faster and higher-capacity networks.
Avanseus believes that this combination offers the potential for a “once in a decade” disruption in the fabric of technology infrastructures across multiple domains: cloud-based architectures will be largely self-healing and will provide flexibility for cloud native applications to be deployed and updated automatically and securely. Avanseus aims at leveraging such disruption opportunity by combining its artificial intelligence-based proprietary algorithms, its cloud native software foundation, and its deep understanding of networks to deliver software capabilities and functionalities that will augment human operations, improve the performance of technology infrastructures, and help to reduce the energy cost of running such infrastructures.
Management Commentary
Bhargab Mitra, Chief Executive Officer, Avanseus “As a first mover in the domain of predictive operations and maintenance powered through artificial intelligence (AI), machine learning and cognitive computing, we have developed a software platform centered around Avanseus’ patented, proprietary machine learning algorithms that are delivering high quality event predictions. Combined with our strong operationalization capabilities, we are supporting our customers in transitioning from reactive to AI-based predictive operations, resulting in tangible business benefits ranging from improved service levels, avoiding network downtime, to reduced cost of operations and higher reliability of their technology infrastructure.”
Giuseppe Donagemma, Chairman, Avanseus “We specialize in solving industrial operations challenges with a technology that scales across multiple industrial domains applying analytics, machine learning and cognitive computing-based prediction for continuously expanding use cases: our ambition is to become a leader in such domains and this transaction will put us in a position to have the needed resources, attract the right talent and build the right go to market to fulfill that ambition.”
Fat Projects Acquisition Corp.
“Avanseus is a trailblazer in predictive operations and maintenance – an area becoming ever more important and critical for large scale infrastructures and use cases enabled by the rapid transformation of digital, cloud and expanding networks. We are proud to merge with a homegrown company in Singapore that is high growth with 90% of revenue coming from software, already profitable with 75% gross margins, and a sticky recurring revenue model. Access to public markets will accelerate Avanseus’ ability to drive growth and innovation, as well as execute value accretive M&A.” said Tristan Lo, Chairman of Fat Projects Acquisition Corp.”
About Fat Projects
Fat Projects is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While Fat Projects may pursue an initial business combination target in any business or industry, it intends to focus on targets with operations or prospective operations that are technology-led in the areas of supply chain, transportation, logistics, finance, sustainability, ESG, food, agriculture, e-commerce, big data and/or targets that are taking advantage of the monetization opportunities stemming from a rapidly growing middle class and their evolving consumption and digital needs in Southeast Asia.
Transaction Overview
Fat Projects values the combined companies at a pro forma enterprise value of approximately US$135.7 million.
The transaction, which has been unanimously approved by the Boards of Directors of Avanseus and Fat Projects, is subject to approval by Fat Projects shareholders and other customary closing conditions, including the receipt of certain regulatory approvals.
Additional information about the proposed transaction, including a copy of the business combination agreement, will be available in a Current Report on Form 8-K filed by Fat Projects with the U.S. Securities and Exchange Commission (the “SEC”) and at www.sec.gov.
Advisors
Lucosky Brookman LLP is serving as U.S. legal counsel to Avanseus and Eng and Co. LLC is serving as its Singapore legal counsel. Nelson Mullins Riley & Scarborough LLP is serving as U.S. legal counsel to Fat Projects and Pinsent Masons MPillay LLP and Harneys Westwood & Riegels are serving as Fat Projects Singapore and Cayman Islands legal counsel, respectively. EF Hutton, division of Benchmark Investments, LLC, is serving as Capital Markets Advisor.
Additional Information and Where to Find It
In connection with the proposed business combination, Fat Projects intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4, which will include a proxy statement/prospectus of Fat Projects, and other documents regarding the proposed business combination transaction. Fat Projects’ stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about Avanseus, Fat Projects and the proposed business combination transaction. Promptly after the Form S-4 is declared effective by the SEC, Avanseus intends to mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and stockholders of Fat Projects are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed business combination transaction.
Investors and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Fat Projects through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Fat Projects may be obtained free of charge from Fat Projects’ website at https://fatprojectscorp.com/investor-relations/ or by written request to Fat Projects at Fat Projects Acquisition Corp, 27 Bukit Manis Road, Singapore, 099892 or investor@fatprojects.com.
Participants in the Solicitation
Fat Projects and Avanseus and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Fat Projects’ shareholders in connection with the proposed transaction. Information about Fat Projects’ directors and executive officers and their ownership of Fat Project’s securities is set forth in Fat Projects’ filings with the SEC, including Fat Projects’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on April 28, 2022. To the extent that such persons’ holdings of Fat Projects’ securities have changed since the amounts disclosed in Fat Projects’ Annual Report on Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the names and interests in the proposed transaction of Fat Projects’ and Avanseus’ respective directors and officers and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
SOURCE: Fat Projects Acquisition Corp.