FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/25/2023 |
3. Issuer Name and Ticker or Trading Symbol
FAT PROJECTS ACQUISITION CORP [ FATP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Ordinary Shares | (1) | (1) | Class A Ordinary Shares | 75,000 | (1) | D(2)(3)(4) | |
Redeemable Warrants | (5) | (5) | Class A Ordinary Shares | 950,000 | $11.5 | D(2)(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time, has no expiration date, and will automatically convert into one Class A Ordinary Share at the time of the issuer's initial business combination, subject to adjustment as set forth in the issuer's registration statement on Form S-1 (File No. 333-257126). |
2. The securities reported in this Form 3 are directly held by D. E. Shaw Valence Portfolios, L.L.C. ("Valence") and may be deemed to be indirectly held by the other Reporting Persons. |
3. D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Valence; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as manager of Valence; and Mr. David E. Shaw ("David E. Shaw"), as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as President and sole shareholder of D. E. Shaw & Co., II Inc., which is the managing member of DESCO LLC, may be deemed to be the beneficial owners of the securities reported in this Form 3 for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. |
4. In accordance with instruction 5(b)(iv), the entire number of securities of the issuer that may be deemed to be beneficially owned by Valence, DESCO LP, DESCO LLC, and David E. Shaw is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 3, except to the extent of any pecuniary interest therein. |
5. Each Redeemable Warrant becomes exercisable upon the completion of the issuer's initial business combination for one Class A Ordinary Share at an exercise price of $11.50 and expires five years after the completion of the issuer's initial business combination, or earlier upon redemption or liquidation, subject to terms reported in the issuer's registration statement on Form S-1 (File No. 333-257126). |
Remarks: |
This Form 3 is being filed solely due to the redemption of Class A Ordinary Shares as confirmed in the issuer's Form 8-K filed on April 25, 2023, as a result of which the Reporting Persons' aggregate beneficial ownership passively exceeded 10%. Exhibit Index: 24.1 Power of Attorney 24.2 Power of Attorney |
D. E. Shaw Valence Portfolios, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory | 05/05/2023 | |
D. E. Shaw & Co., L.L.C., By: /s/ Nathan Thomas, Authorized Signatory | 05/05/2023 | |
D. E. Shaw & Co., L.P., By: /s/ Nathan Thomas, Chief Compliance Officer | 05/05/2023 | |
David E. Shaw, By: /s/ Nathan Thomas, as Attorney-in-Fact for David E. Shaw | 05/05/2023 | |
** 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 5 (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. |