SecProbe.io

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 August 1, 2025

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 July 23, 2025
 File No. 001-41350
Dear David Andrada:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 20

1. We refer to Article 162 of the company's Second Amended and Restated
 Memorandum of Association as well as your disclosure to investors in
your initial
 public offering registration statement that if you are "unable to
complete the Initial
 Business Combination within [the original termination date], [you will]
. . . (i) cease
 all operations except for the purpose of winding up [and] (ii) as
promptly as
 reasonably possible but not more than ten business days thereafter,
redeem the public
 shares, at a per-share price, payable in cash, equal to the aggregate
amount then on
 deposit in the trust account including interest earned on the funds held
in the trust
 account and not previously released to the company . . ., divided by the
number of
 then outstanding public shares" (emphasis added). Please revise to add a
risk factor to
 specifically acknowledge your prior disclosure on winding up and
redeeming your
 public shares and discuss the risks to the company of now seeking this
extension
 beyond July 18, 2025 and not complying with Article 162 of the company's
Second
 Amended and Restated Memorandum of Association or your prior disclosure
on
 winding up and redeeming public shares.
 August 1, 2025
Page 2

General

2. Please revise the preliminary proxy statement to clarify, that (1) your
failure to
 complete a business combination by July 18, 2025 triggered the
redemption
 requirement under Article 162 of the company's Second Amended and
Restated
 Memorandum of Association, regardless of whether the Extension
 Amendment Proposal is approved; and, to the extent true, (2) if the
Extension
 Amendment Proposal is approved, the company will not comply with the
redemption
 requirement under Article 162 of the company's Second Amended and
Restated
 Memorandum of Association.
3. Please refer to the Investment Management Trust Agreement that you
entered into
 with Continental Stock Transfer & Trust Company, dated April 12, 2022.
We note
 that Section 1(i) provides that Continental Stock Transfer & Trust
Company
 covenants to "[c]ommence liquidation of the Trust Account only after and
promptly
 after (x) receipt of, and only in accordance with, the terms of a letter
from the
 Company . . . or (y) upon the date which is the later of (i) 15 months
after the closing
 of the offering, (ii) such later date upon an Extension effectuated
pursuant to the terms
 hereof, and (iii) such later date as may be approved by the Company s
shareholders in
 accordance with the Company s amended and restated memorandum and
articles of
 association, if a Termination Letter has not been received by the
Trustee prior to such
 date, in which case the Trust Account shall be liquidated in accordance
with the
 procedures set forth in the Termination Letter attached." Please revise
the preliminary
 proxy statement to discuss the applicable provisions of the trust
agreement and any
 discussions you have had with the trustee regarding these provisions and
the winding
 up and redepmtion of your public shares.
 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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