SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
Fat Projects Acquisition Corp. |
(Name of Issuer) |
| |
| |
Class A Ordinary Shares, par value $0.0001 per share |
(Title of Class of Securities) |
| |
| |
G3400W102 |
(CUSIP Number) |
| |
| |
December 31, 2023 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
CUSIP No. G3400W102 | 13G | Page 2 of 9 |
1 | NAME OF REPORTING PERSONS
NexPoint Merger Arbitrage Fund |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
(b) ☒ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 150,000 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 150,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 25.0% (1) |
12 | TYPE OF REPORTING PERSON* IV |
| | (1) | Calculated based on 600,539 ordinary shares (the "Shares") outstanding as of August 18, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 21, 2023. |
CUSIP No. G3400W102 | 13G | Page 3 of 9 |
1 | NAME OF REPORTING PERSONS
NexPoint Asset Management, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
(b) ☒ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 5 | SOLE VOTING POWER 0 |
6 | SHARED VOTING POWER 150,000 |
7 | SOLE DISPOSITIVE POWER 0 |
8 | SHARED DISPOSITIVE POWER 150,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 25.0% (1) |
12 | TYPE OF REPORTING PERSON* IA, PN |
| | | | | | |
(1) | Calculated based on 600,539 Shares outstanding as of August 18, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 21, 2023. |
CUSIP No. G3400W102 | 13G | Page 4 of 9 |
1 | NAME OF REPORTING PERSONS
James D. Dondero |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐
(b) ☒ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | 5 | SOLE VOTING POWER 0 |
6 | SHARED VOTING POWER 150,000 |
7 | SOLE DISPOSITIVE POWER 0 |
8 | SHARED DISPOSITIVE POWER 150,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 25.0% (1) |
12 | TYPE OF REPORTING PERSON* HC, IN |
(1) | Calculated based on 600,539 Shares outstanding as of August 18, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 21, 2023. |
CUSIP No. G3400W102 | 13G | Page 5 of 9 |
SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of NexPoint Merger Arbitrage Fund, a Delaware Statutory Trust, NexPoint Asset Management, L.P. and James Dondero, a United States citizen.
Fat Projects Acquisition Corp
Item 1(b) | Address of Issuer’s Principal Executive Offices. |
27 Bukit Manis Road
Singapore, 099892
Item 2(a) | Name of Person Filing. |
NexPoint Merger Arbitrage Fund
NexPoint Asset Management, L.P.
James Dondero
Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
300 Crescent Court, Suite 700
Dallas, Texas 75201
Item 2(c) | Citizenship or Place of Organization. |
NexPoint Merger Arbitrage Fund is a Delaware Statutory Trust.
NexPoint Asset Management, L.P. is a Delaware limited partnership.
James Dondero is a United States citizen.
Item 2(d) | Title of Class of Securities. |
Class A Ordinary Shares, par value $0.0001 per share
G3400W102
CUSIP No. G3400W102 | 13G | Page 6 of 9 |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| | (a) ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) ☒ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| | (e) ☒ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
| | (f) ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| | (g) ☒ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| | (h) ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| | (i) ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| | (j) ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| | (a) | Amount beneficially owned: |
NexPoint Merger Arbitrage Fund: 150,000 shares
NexPoint Asset Management, L.P.: 150,000 shares
James Dondero: 150,000 shares
NexPoint Merger Arbitrage Fund: 25.0%
NexPoint Asset Management, L.P.: 25.0%
James Dondero: 25.0%
CUSIP No. G3400W102 | 13G | Page 7 of 9 |
| | (c) | Number of shares as to which the person has: |
| | (i) | Sole power to vote or to direct the vote: |
NexPoint Merger Arbitrage Fund: 0 shares
NexPoint Asset Management, L.P.: 0 shares
James Dondero: 0 shares
| | (ii) | Shared power to vote or direct the vote: |
NexPoint Merger Arbitrage Fund: 150,000 shares
NexPoint Asset Management, L.P.: 150,000 shares
James Dondero: 150,000 shares
| | (iii) | Sole power to dispose or to direct the disposition of: |
NexPoint Merger Arbitrage Fund: 0 shares
NexPoint Asset Management, L.P.: 0 shares
James Dondero: 0 shares
| | (iv) | Shared power to dispose or to direct the disposition of: |
NexPoint Merger Arbitrage Fund: 150,000 shares
NexPoint Asset Management, L.P.: 150,000 shares
James Dondero: 150,000 shares
Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Not applicable.
Item 8 | Identification and Classification of Members of the Group. |
Not applicable.
CUSIP No. G3400W102 | 13G | Page 8 of 9 |
Item 9 | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. G3400W102 | 13G | Page 9 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 2, 2024
| NEXPOINT MERGER ARBITRAGE FUND | |
| | | |
| | | |
| By: | /s/ Frank Waterhouse | |
| Name: Frank Waterhouse Title: Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer | |
| | | |
| | | | |
| | NEXPOINT ASSET MANAGEMENT, L.P. By: Strand Advisors GP, LLC, its general partner. | |
| | | | |
| | By: | James D. Dondero | |
| | Name: James D. Dondero | |
| | | | |
| | /s/ James D. Dondero | |
| | James D. Dondero | |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Fat Projects Acquisition Corp. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 2, 2024.
| NEXPOINT MERGER ARBITRAGE FUND | |
| | | |
| | | |
| By: | /s/ Frank Waterhouse | |
| Name: Frank Waterhouse Title: Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer | |
| | | |
| | | | |
| | NEXPOINT ASSET MANAGEMENT, L.P. By: Strand Advisors GP, LLC, its general partner. | |
| | | | |
| | By: | James D. Dondero | |
| | Name: James D. Dondero | |
| | | | |
| | /s/ James D. Dondero | |
| | James D. Dondero | |
