UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2023
Fat Projects Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-40755 | | 00-0000000N/A |
(State of other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 27 Bukit Manis Road, Singapore | | 099892 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (65) 8590-2056
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Units, each consisting of one Class A Ordinary Share and One Redeemable Warrant | | FATPU | | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, $0.0001 par value per share | | FATP | | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | | FATPW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 19, 2023, Fat Projects Acquisition Corp., a Cayman Islands exempt company limited by shares, with company registration number 374480 (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that, since the Company’s press release filed on April 17, 2023 reported 485,593 publicly held shares, the Company no longer complies with Listing Rule 5450(b)(2)(B), due to the Company’s failure to meet the minimum 1,100,000 publicly held shares requirement for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.
The Notice states that the Company has until June 5, 2023 to submit a plan to regain compliance with Listing Rule 5450(b)(2)(B). The Company is exploring all options to regain compliance with Listing Rule 5450(b)(2)(B). The Company intends to submit a plan to regain compliance with Listing Rule 5450(b)(2)(B) within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with Listing Rule 5450(b)(2)(B). If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
Item 9.01. Exhibits.
| Exhibit Number | | Description of Exhibit |
| 104 | | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FAT PROJECTS ACQUISITION CORP. |
| | | |
| Date: April 25, 2023 | By: | /s/ David Andrada |
| | | David Andrada |
| | | Co-Chief Executive Officer |
