UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF THE

~~the~~SECURITIES EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act of~~ 1934

Date of Report (Date of earliest event reported): ~~October~~December 619, 2025

Aura FAT Projects Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands	001-901886	00-0000000N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(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), ~~(Zip~~including ~~Code~~zip code)

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

N/A

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

*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 5.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Amendment~~On December 19, 2025, Alex Bono and Greg Woszczalski (the “Board Appointees”) were appointed to serve as members of ~~Trust~~the ~~Agreement~~board of directors (the “Board”) of Aura FAT Projects Acquisition Corp, a Cayman Islands exempt company limited by shares, with company registration number 384483 (the “Company”).

~~Aura FAT~~There ~~Projects~~are ~~Acquisition~~no ~~Corp,~~arrangements aor ~~Cayman~~understandings ~~Islands~~between the ~~exempted~~Board ~~company~~Appointees ~~limited~~and byany ~~shares,~~other ~~with~~person ~~company~~pursuant ~~registration~~to ~~number~~which ~~384483~~he ~~(the~~was ~~“Company”)~~appointed, ~~entered~~ ~~into~~nor anare ~~Investment~~there ~~Management~~any ~~Trust~~family ~~Agreement,~~relationships ~~dated~~between ~~April~~him ~~12,~~and ~~2022~~any director ~~(the~~or ~~“Trust~~executive ~~Agreement”),~~officer byof ~~and between~~ the Company. ~~and~~He ~~Continental~~has ~~Stock~~no ~~Transfer~~direct &or ~~Trust~~indirect ~~Company,~~interest asin ~~trustee~~any ~~(“Continental”),~~transaction ~~which~~or ~~was~~proposed ~~initially~~transaction ~~filed~~required ~~as an exhibit~~ to ~~the~~be ~~Company’s~~disclosed ~~Registration~~pursuant ~~Statement~~to Item on404(a) ~~Form~~of Regulation S-~~1 (File No~~K. ~~333-263717) in connection with its initial public offering on April 18, 2022 (the “IPO”).~~

~~On October~~Biographical 6,information ~~2025,~~for ateach ~~10:00 a.m. ET, the Company held a virtual extraordinary general meeting~~ of ~~its shareholders at https://www.cstproxy.com/aurafatprojects/2025, pursuant to due notice (such meeting,~~ the ~~“EGM”) in that certain Definitive Proxy Statement on Schedule 14(a) filed~~Board onAppointees ~~September~~is ~~11,~~set ~~2025~~forth (the “Proxy Statement”). At the EGM, the Company’s shareholders entitled to vote at the EGM (the “Shareholders”) cast their votes and approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No. 3 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow the Company to extend the time to consummate an initial business combination to July 18, 2027, without any requirement that the Company deposit additional funds into to the trust account held by Continental.below:

~~Following~~Alex Bono is a seasoned digital transformation ~~approval~~leader with over 25 years of experience driving innovation in technology, AI, blockchain, and e-commerce. As a serial entrepreneur and C-suite executive, he has built high-growth companies to valuations exceeding $150 million, earning recognition as a “Top 50 Hong Kong Leader in Retail.” Since 2025, he has served as Chief Executive Officer of Hall Chadwick Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company for the ~~Trust~~purposes ~~Amendment~~of ~~Proposal~~effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Since 2023, Alex has served as Co-founder and Chief Executive Officer of ClustAI, an artificial intelligence solutions company focused on enterprise applications of AI. From 2020 to 2023, he served as Chief Digital Officer of DKSH Holding Ltd. (SIX: DKSH), a Swiss-listed company providing market expansion services across consumer goods, healthcare, performance materials, and technology. From 2017 to 2020, he was Chief Executive Officer of Habbitzz eCommerce, an online retail platform developed by ~~the~~PCCW ~~Shareholders~~Limited (SEHK: 0008), ~~the~~a ~~Company~~Hong Kong-listed global telecommunications and ~~Continental~~IT ~~promptly~~solutions provider. ~~entered~~He ~~into~~also served as Chief Growth Officer at JD.ID, the ~~Trust~~Indonesian ~~Agreement~~e-commerce ~~Amendment~~platform and subsidiary of JD.com, Inc. (Nasdaq: JD), a China-based e-commerce company. In addition, Alex served as a non-executive director of FAT Projects Acquisition Corp. (Nasdaq: FATP), a special purpose acquisition company, from 2021 to 2024. Alex is also an active investor in AI, blockchain, and fintech startups, bringing strategic insight to organizations navigating digital transformation. Alex is a Dean’s List MBA graduate from IE Business School with a Computer Engineering degree from Universidad Politécnica de Valencia.

~~The foregoing~~Greg ~~summary~~Woszczalski ishas ~~qualified~~over by25 years of experience working across various sectors of the ~~full~~small-to-medium ~~text~~enterprise (SME) market, with a focus on structuring and implementing cash flow and financing solutions, as well as advising on corporate restructuring. Since 2025, he has served as independent director of Hall Chadwick Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company for the ~~Trust~~purposes ~~Agreement~~of ~~Amendment~~effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Since 2023, Mr. Woszczalski has served as Executive Chairman of Dynamoney Limited (formerly Grow Finance), a leading non-bank business lender in Australia, which he isco-founded ~~included~~in 2016. Under his leadership, the company was recognized as ~~Exhibit~~the fastest-growing company in Australia in 2021 by the AFR Fast 100 and was ranked among the top 10 fastest-growing companies in the Asia-Pacific region by the Financial Times in both 2022 and 2023.1 Prior to serving as Executive Chairman, Mr. Woszczalski was Director and Co-Chief Executive Officer of Dynamoney from 2020 – 2023. Before Dynamoney, Mr. Woszczalski co-founded 180 Group in 2003, which grew into a prominent non-bank lender and was later acquired by an ASX-listed entity in 2015. He began his career at Merrill Lynch, where he specialized in institutional debt and derivatives trading, working closely with the debt capital markets team and reporting to Merrill Lynch’s global division on debt market transactions and capital flows.

~~Item~~Mr. Woszczalski has served on the boards of various 3organizations, including ASX-listed Ovanti Ltd, the Turnaround Management Association of Australia, the Debtor and Invoice Finance Association of Australia and New Zealand, and several unlisted entities.~~03.~~ ~~Material~~He ~~Modification~~holds toa ~~Rights~~Master of ~~Security~~Business ~~Holders~~Administration (MBA), a Bachelor of Commerce (Economics), a Graduate Diploma in Financial Planning, and was previously a Registered Representative of the Sydney Futures Exchange. He also held U.S. Series 3 and Series 7 licenses.

~~Amendment of Memorandum and Articles of Association~~1

~~As described in more detail in Item 5~~Mr.~~03,~~ ~~the~~Woszczalski ~~Shareholders~~has ~~approved~~extensive ~~the~~experience ~~Extension~~in ~~Amendment Proposal (defined below) to amend the Second~~financial ~~Amended~~reporting, ~~and~~internal ~~Restated~~controls, ~~Memorandum~~ and ~~Articles~~regulatory ~~of Association~~compliance, ~~and~~developed ~~authorized~~through ~~the~~over ~~Company~~two todecades ~~file~~of ~~the~~leadership ~~Third~~in ~~Amendment~~licensed toand ~~the Second Amended~~ASX-regulated ~~and~~financial ~~Restated~~services ~~Memorandum~~firms. ~~and~~He ~~Articles~~currently ofchairs ~~Association (~~the ~~“Amended~~Audit ~~Charter”)~~and ~~with~~Risk ~~the~~Committee ~~Cayman~~at ~~Islands~~Dynamoney ~~authorities.~~Limited ~~Following approval~~and ofhas ~~the~~actively ~~Extension~~supervised ~~Amendment~~financial officers ~~Proposal~~and byauditors ~~the~~in ~~Shareholders,~~prior ~~the~~executive ~~Company~~roles ~~promptly~~at ~~filed~~180 ~~the~~Group ~~Amended~~and ~~Charter~~Dynamoney ~~with the Cayman Islands authorities~~Limited.

~~Item~~He has also worked closely with audit and compliance 5professionals to oversee accounting estimates, accruals, and reserves, and has implemented internal control frameworks aligned with COSO and ISO 31000 standards.~~03.~~ ~~Articles~~While ofhe ~~Incorporation~~has not filed reports under Section 13(a) or ~~Bylaws~~15(d) of the Securities Exchange Act of 1934, he has a strong working knowledge of U.S. GAAP, SEC, PCAOB, and AICPA principles.

AtHe also brings board-level experience in cybersecurity, ~~the~~environmental ~~EGM~~sustainability, ~~the~~and ~~Shareholders~~climate-related ~~approved~~risk, ~~the~~with ~~Extension~~these ~~Amendment~~matters ~~Proposal~~regularly ~~for~~addressed ~~the~~under ~~Company~~his toleadership ~~adopt~~at both Dynamoney Limited and ~~file~~180 ~~with~~Group. ~~the~~We ~~Cayman~~believe ~~Islands~~Mr. ~~authorities the~~Woszczalski’s ~~Amended~~business ~~Charter,~~experience ~~which~~and ~~the~~industry ~~Company~~expertise ~~promptly~~make ~~filed~~him ~~following~~qualified to serve on the board ~~Shareholders’~~of ~~approval~~directors.

~~Pursuant to~~Also, ~~the~~on ~~Amended~~December ~~Charter~~19, ~~the Company has the right to extend the date by which the Company must (i) consummate an initial business combination~~2025, ~~(ii)~~ ~~cease~~Tristan ~~its~~Lo ~~operations if it fails to complete such initial business combination,~~ and ~~(iii) redeem or repurchase 100% of the Company’s~~David ~~Class~~Andrada Aresigned ~~Ordinary~~from ~~Shares~~their ~~included~~positions ason ~~part of~~ the ~~units sold in the~~ Company’s ~~IPO,~~Board ~~from July 18, 2025 to July 18, 2027~~ (the “~~Extension~~Director Resignations”),. ~~without~~The ~~any~~Director ~~requirement~~Resignations were ~~that~~not the ~~Company~~result ~~deposit~~of ~~additional~~any ~~funds~~disagreement ~~into~~with ~~the~~ Company’s ~~trust account~~operations, ~~held~~policies, byor ~~Continental in connection with the Extension~~practices.

~~The foregoing summary is qualified by the full text of the Amended Charter, which is included as Exhibit 3.1.~~2

1SIGNATURES

~~Item~~Pursuant to the requirements ~~5.07.~~of ~~Submission~~the Securities Exchange Act of ~~Matters~~1934, the registrant has duly caused this report to abe ~~Vote~~signed ofon ~~Security~~its ~~Holders.~~behalf by the undersigned hereunto duly authorized.

On the record date of July 22, 2025, the Company had 384,510 Class A ordinary shares (which includes 5,963 held as units, 278,134 of which have the right to redeem, and 2,875,000 Class B ordinary shares outstanding) entitled to vote at the EGM. At the EGM, the Shareholders voted on two of three proposals presented, each as described in the Proxy Statement, and cast their votes as described below:

	AURA FAT PROJECTS ACQUISITION CORP

Date: January 12, 2026	By:	/s/ David Andrada
	Name:	David Andrada
	Title:	Co-Chief Executive Officer

~~Proposal 1 - Extension Amendment Proposal~~3

The Shareholders approved the Extension Amendment Proposal. The following is a tabulation of the voting results:

Ordinary Shares:

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,011,887		1,892		0		0

Proposal 2 - Trust Amendment Proposal

The Shareholders approved the Trust Amendment Proposal. The following is a tabulation of the voting results:

Ordinary Shares:

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,011,887		1,892		0		0

Item 8.01. Other Events.

Redemption of Shares

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the EGM, holders of 239,567 shares of Class A ordinary shares exercised the right to redeem such shares for cash.

Item 9.01. Exhibits.

Exhibit Number		Description of Exhibit
3.1		Third Amendment to the Second Amended and Restated Memorandum and Articles of Association.
10.1		Amendment No. 3 to Investment Management Trust Agreement.
99.1		Press Release dated October 10, 2025.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

SIGNATURES

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

	Aura FAT Projects Acquisition Corp
Date: October 10, 2025	By:	/s/ David Andrada
		David Andrada
		Co-Chief Executive Officer

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