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SEC Comment Letter 0000000000-25-009194 to Aura Fat Projects Acquisition Corp (CIK 0001901886)

Aura Fat Projects Acquisition Corp (CIK 0001901886)
Date: Aug. 27, 2025 · CIK: 0001901886 · Accession: 0000000000-25-009194

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File numbers found in text: 001-41350

Date
August 27, 2025
Author
Division of
Form
UPLOAD
Company
Aura Fat Projects Acquisition Corp (CIK 0001901886)

Letter

Re: Aura Fat Projects Acquisition Corp Revised Preliminary Proxy Statement on Schedule 14A Filed August 22, 2025 File No. 001-41350 Dear David Andrada:

August 27, 2025

David Andrada Co-Chief Executive Officer Aura Fat Projects Acquisition Corp 1 Phillip Street, #09-00 Royal One Phillip, Singapore, 048692

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.

Revised Preliminary Proxy Statement on Schedule 14A Risk Factors The Company did not wind up or redeemed its public shares. . ., page 20

1. We note your revised disclosure in response to prior comment 1 and reissue it in part. Please revise here to clearly acknowledge that your initial public offering registration statement also included disclosure on winding up and redeeming your public shares in the event that you were unable to complete an initial business combination by the termination date. In this regard, we note your prior disclosure 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). Additionally, please discuss the risks to the company of now seeking this extension beyond July 18, 2025 August 27, 2025 Page 2

and not complying with your prior disclosure on winding up and redeeming public shares. General

2. Please revise the preliminary proxy statement to specifically highlight that you did not file this proxy statement to seek to extend the termination date until after the July 18, 2025 termination date had already passed, and explain why you did not seek to extend such deadline for completing an initial business combination before the termination date passed. 3. We note your revised disclosure in response to prior comment 3 and reissue it. Please revise the preliminary proxy statement to clearly discuss the applicable provisions of the trust agreement. For example, although you discuss that "[y]our Trust Agreement has similar provisions [to the existing charter] in connection with the Termination Date and the winding up procedures, including the redemption of all public shares," you do not specifically discuss Section 1(i) of the trust agreement. Additionally, please revise to clearly disclose any discussions you have had with the trustee regarding its obligations under the Investment Management Trust Agreement, including to commence liquidation of the trust account. 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

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 27, 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
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed August 22, 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.

Revised Preliminary Proxy Statement on Schedule 14A
Risk Factors
The Company did not wind up or redeemed its public shares. . ., page 20

1. We note your revised disclosure in response to prior comment 1 and
reissue it in part.
 Please revise here to clearly acknowledge that your initial public
offering registration
 statement also included disclosure on winding up and redeeming your
public shares in
 the event that you were unable to complete an initial business
combination by the
 termination date. In this regard, we note your prior disclosure 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).
Additionally, please
 discuss the risks to the company of now seeking this extension beyond
July 18, 2025
 August 27, 2025
Page 2

 and not complying with your prior disclosure on winding up and redeeming
public
 shares.
General

2. Please revise the preliminary proxy statement to specifically highlight
that you did not
 file this proxy statement to seek to extend the termination date until
after the July 18,
 2025 termination date had already passed, and explain why you did not
seek to extend
 such deadline for completing an initial business combination before the
termination
 date passed.
3. We note your revised disclosure in response to prior comment 3 and
reissue it. Please
 revise the preliminary proxy statement to clearly discuss the applicable
provisions of
 the trust agreement. For example, although you discuss that "[y]our
Trust Agreement
 has similar provisions [to the existing charter] in connection with the
Termination
 Date and the winding up procedures, including the redemption of all
public shares,"
 you do not specifically discuss Section 1(i) of the trust agreement.
 Additionally, please revise to clearly disclose any discussions you have
had with the
 trustee regarding its obligations under the Investment Management Trust
Agreement,
 including to commence liquidation of the trust account.
 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
</TEXT>
</DOCUMENT>