SEC Comment Letter 0000000000-23-002745 to FAT PROJECTS ACQUISITION CORP (CIK 0001865045)
FAT PROJECTS ACQUISITION CORP (CIK 0001865045)
Date: March 20, 2023 · CIK: 0001865045 · Accession: 0000000000-23-002745
AI Filing Summary & Sentiment
File numbers found in text: 001-40755
Letter
United States securities and exchange commission logo March 20, 2023 David Andrada Chief Executive Officer Fat Projects Acquisition Corp 27 Bukit Manis Road Singapore, 099892 Re:Fat Projects Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed March 16, 2023 File No. 001-40755 Dear David Andrada: We have limited our review of your filing to those issues addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Risk Factors Our common stock (and our warrants) may be subject to the penny stock rules in the future..., page 24 1.Please expand your risk factor and highlight at the forefront of the proxy statement to clearly discuss the impact that the trust falling below $5,000,001 would have upon your listing on Nasdaq. In this regard, we note that if the amount in the trust falls below $5,000,001 as a result of redemptions, the company would likely no longer meet the Nasdaq listing standards. At that point it is possible the company would become a penny stock. Please provide clear disclosure that removal of this provision could result in your securities falling within the definition of penny stock and clearly discuss the risk to the company and investors if your securities were to fall within the definition of penny stock.
FirstName LastNameDavid Andrada Comapany NameFat Projects Acquisition Corp March 20, 2023 Page 2 FirstName LastName David Andrada Fat Projects Acquisition Corp March 20, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Andy Tucker
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United States securities and exchange commission logo
March 20, 2023
David Andrada
Chief Executive Officer
Fat Projects Acquisition Corp
27 Bukit Manis Road
Singapore, 099892
Re:Fat Projects Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed March 16, 2023
File No. 001-40755
Dear David Andrada:
We have limited our review of your filing to those issues addressed in our comment. In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors
Our common stock (and our warrants) may be subject to the penny stock rules in the future...,
page 24
1.Please expand your risk factor and highlight at the forefront of the proxy statement to
clearly discuss the impact that the trust falling below $5,000,001 would have upon your
listing on Nasdaq. In this regard, we note that if the amount in the trust falls below
$5,000,001 as a result of redemptions, the company would likely no longer meet the
Nasdaq listing standards. At that point it is possible the company would become a penny
stock. Please provide clear disclosure that removal of this provision could result in your
securities falling within the definition of penny stock and clearly discuss the risk to the
company and investors if your securities were to fall within the definition of penny stock.
FirstName LastNameDavid Andrada
Comapany NameFat Projects Acquisition Corp
March 20, 2023 Page 2
FirstName LastName
David Andrada
Fat Projects Acquisition Corp
March 20, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Larry Spirgel,
Office Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Andy Tucker