SEC Form 3

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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* D. E. Shaw Valence Portfolios, L.L.C. (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS, NINTH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	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 ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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* D. E. Shaw Valence Portfolios, L.L.C. (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS, NINTH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.L.C. (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS, NINTH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.P. (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS, NINTH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SHAW DAVID E (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS, NINTH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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.