SEC Comment Letter 0000000000-23-006545 to Aura Fat Projects Acquisition Corp (CIK 0001901886)
Aura Fat Projects Acquisition Corp (CIK 0001901886)
Date: June 16, 2023 · CIK: 0001901886 · Accession: 0000000000-23-006545
AI Filing Summary & Sentiment
File numbers found in text: 001-41350
Letter
United States securities and exchange commission logo June 16, 2023 David Andrada Co-Chief Executive Officer Aura FAT Projects Acquisition Corp 1 Phillip Street, #09-00 Royal One Phillip, Singapore, 048692 Re:Aura FAT Projects Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed June 14, 2023 File No. 001-41350 Dear David Andrada: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Risk Factors, page 20 1.With a view towards revised disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, such as the target, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, if applicable, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose, if
FirstName LastNameDavid Andrada Comapany NameAura FAT Projects Acquisition Corp June 16, 2023 Page 2 FirstName LastName David Andrada Aura FAT Projects Acquisition Corp June 16, 2023 Page 2 applicable, the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. 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 Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Andrew M. Tucker
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United States securities and exchange commission logo
June 16, 2023
David Andrada
Co-Chief Executive Officer
Aura FAT Projects Acquisition Corp
1 Phillip Street, #09-00
Royal One Phillip, Singapore, 048692
Re:Aura FAT Projects Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed June 14, 2023
File No. 001-41350
Dear David Andrada:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 20
1.With a view towards revised disclosure, please tell us whether your sponsor is, is
controlled by, or has substantial ties with a non-U.S. person. Please also tell us whether
anyone or any entity associated with or otherwise involved in the transaction, such as the
target, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also
include risk factor disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, if applicable, disclose that the time necessary for government review
of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose, if
FirstName LastNameDavid Andrada
Comapany NameAura FAT Projects Acquisition Corp
June 16, 2023 Page 2
FirstName LastName
David Andrada
Aura FAT Projects Acquisition Corp
June 16, 2023
Page 2
applicable, the consequences of liquidation to investors, such as the losses of the
investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
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 Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Andrew M. Tucker