Amendment No. 2 to Investment Management Trust Agreement

Exhibit 10.1

SECOND AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Second Amendment (this “Amendment”), dated July 10, 2024, to the Trust Agreement between Aura FAT Projects Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated April 12, 2022 (the “Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account;

WHEREAS, at an extraordinary general meeting of the Company held on July 10, 2024, the Company’s shareholders approved (i) a proposal to amend the Company’s second amended and restated memorandum and articles of association (the “Amended and Restated Certificate”) extending the date by which the Company has to consummate a business combination from July 18, 2024 to not later than July 18, 2025 in a series of up to twelve (12) one-month extensions; and (ii) a proposal to amend the Trust Agreement requiring the Company to, unless the Closing of the Company’s initial business combination shall have occurred, subject to the terms and conditions of the Amended and Restated Certificate, and the Trust Agreement, and updating related defined terms; and

NOW THEREFORE, IT IS AGREED:

1. The fifth recital in the Trust Agreement is deleted and replaced as follows:

“WHEREAS, if a Business Combination is not consummated by July 18, 2024, the Company may extend the time to consummate a Business Combination by twelve (12) one-month (1-month) periods (each, an “Extension”), by depositing the lesser of: (x) $5,000, or (y) $0.02 per share per Extension into the Trust Account before the 18^th day of each applicable month (each, a “Deadline”), as applicable, in exchange for which they will receive promissory notes; and”

2. All other provisions of the Trust Agreement shall remain unaffected by the terms of this Amendment.

3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures were upon the same instrument. An electronic signature shall be deemed to be an original signature for purposes of this Amendment.

4. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties.

5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

The parties have executed this Amendment as of the date above.