SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Andrada David

(Last)

(First)

(Middle)

27 BUKIT MANIS ROAD

SENTOSA GOLF CLUB

(Street)

SINGAPORE

099892

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FAT PROJECTS ACQUISITION CORP [ FATP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Co-CEO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽¹⁾	04/20/2023		J⁽²⁾⁽³⁾			2,099	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	2,099	$0	391,651	I	See footnote⁽⁴⁾
Class B Ordinary Shares	⁽¹⁾	04/20/2023		J⁽⁵⁾		1,678		⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	1,678	$0	2,678	D

Explanation of Responses:

1. The Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment as set forth in the issuer's registration statement on Form S-1 (File No. 333-257126).

2. In January 2023, the Issuer began two private offerings of notes: (1) an offering of up to $1 million in aggregate principal amount of non-interest-bearing, unsecured notes and (2) an offering to prospective investors who are not affiliates of the Issuer, its sponsor, any officer or director of the Issuer or any of their affiliates of up to $1.0625 million in aggregate principal amount of 15% interest-bearing, unsecured notes. The purpose of the offerings was to raise working capital and capital to fund extensions of the Issuer's deadline to complete its initial business combination.

3. In connection with, and to support and encourage subscriptions to, these offerings, all of the existing holders of the Company's Class B ordinary shares (other than certain public anchor investors who are not affiliated with the Issuer, its sponsor or any of its directors or officers) agreed to contribute without consideration up to 5% of their Class B ordinary shares so the purchasers of the notes would receive one Class B ordinary share for each $10.00 in principal amount of notes purchased. The shares reported as disposed of above were transferred to the purchasers of notes without consideration as part of that 5% contribution.

4. The securities are held directly by Fat Projects International Investments and Holdings Limited ("FPIIHL"). The Reporting Person controls and owns a 50% equity interest in FPIIHL and may be deemed to beneficially own half of the Issuer's securities held by FPIIHL by virtue of his control of and 50% ownership interest in FPIIHL. The amount reported in column 5 represents half of the Class B ordinary shares disposed of by FPIIHL and the amount reported in column 9 represents half of the Class B ordinary shares held by FPIIHL after the disposition. The Reporting Person disclaims beneficial ownership of the Issuer's securities held by FPIIHL, except to the extent of his pecuniary interest.

5. The Reporting Person purchased $16,780 of non-interest-bearing, unsecured notes in one of the offerings described in Note 2 and received these shares in connection with the note purchase.

	/s/ David Andrada, by Nelson Mullins Riley & Scarborough through Power of Attorney	06/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.