Correspondence 0001829126-23-004280 from Aura Fat Projects Acquisition Corp (CIK 0001901886)
Aura Fat Projects Acquisition Corp (CIK 0001901886)
Date: June 20, 2023 · CIK: 0001901886 · Accession: 0001829126-23-004280
AI Filing Summary & Sentiment
File numbers found in text: 001-41350
Letter
Via EDGAR UNITED STATES SECURITIES AND EXCHANGE COMMISSION DIVISION OF CORPORATION FINANCE Re: Aura FAT Projects Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed June 14, 2023 File No. 001-41350
Dear Sir or Madam:
This letter is sent on behalf of Aura FAT Projects Acquisition Corp (the “Issuer”) in response to correspondence dated June 16, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”) setting forth the Staff’s comment to the Issuer’s Preliminary Proxy Statement on Schedule 14A filed June 14, 2023 (the “Registration Statement”). We have reproduced your comment in italics and included our response below.
COMMENT:
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 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.
RESPONSE: The Company respectfully acknowledges the Staff's comment and advises the Staff that Aura FAT Projects Capital LLC, the Company's sponsor, is controlled by and has substantial ties with non-U.S. person(s) in Singapore. The Company added the requested disclosure to the Registration Statement as reflected on Issuer’s Preliminary Proxy Statement Schedule PRER14A, page 22 filed with the Commission today.
If you have any questions, or require any additional information or documents, please contact the undersigned ((202) 689-2987; andy.tucker@nelsonmullins.com).
Sincerely,
/s/ Andrew M. Tucker
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CORRESP
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filename1.htm
NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Andrew
M. Tucker
T
202.689.2987
andy.tucker@nelsonmullins.com
June 20, 2023
Via
EDGAR
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
DIVISION OF CORPORATION FINANCE
Washington, D.C. 20549
Attn: Rucha Pandit, Donald Field
Re: Aura FAT Projects Acquisition Corp
Preliminary Proxy Statement
on Schedule 14A
Filed June 14, 2023
File No. 001-41350
Dear Sir or Madam:
This letter is sent on behalf
of Aura FAT Projects Acquisition Corp (the “Issuer”) in response to correspondence dated June 16, 2023 from the staff (the
“Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”) setting forth the Staff’s
comment to the Issuer’s Preliminary Proxy Statement on Schedule 14A filed June 14, 2023 (the “Registration Statement”).
We have reproduced your comment in italics and included our response below.
COMMENT:
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 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.
RESPONSE: The Company respectfully
acknowledges the Staff's comment and advises the Staff that Aura FAT Projects Capital LLC, the Company's sponsor, is controlled by and
has substantial ties with non-U.S. person(s) in Singapore. The Company added the requested disclosure to the Registration Statement as
reflected on Issuer’s Preliminary Proxy Statement Schedule PRER14A, page 22 filed with the Commission today.
If you have any questions,
or require any additional information or documents, please contact the undersigned ((202) 689-2987; andy.tucker@nelsonmullins.com).
Sincerely,
/s/ Andrew M. Tucker
Andrew M. Tucker
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