UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 5, 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 number of Total Holders (which includes both beneficial holders and holders of record) of the Company’s common stock was less than 400 based on a shareholder analysis provided by the Company at Nasdaq’s request to Nasdaq on May 4, 3023, the Company was no longer in compliance with the Nasdaq Global Market continued listing criteria set forth in Listing Rule 5450(a)(2) that requires the Company to maintain 400 Total Holders of its common stock. 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 20, 2023 to submit a plan to regain compliance with Listing Rule 5450(a)(2). The Company is exploring all options to regain compliance with Listing Rule 5450(a)(2). The Company intends to submit a plan to regain compliance with Listing Rule 5450(a)(2) 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(a)(2). 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.
The Notice also indicated that the Company was not in compliance with Listing Rule 5450(b)(2)(B), which requires toe Company to maintain a minimum of 1,100,000 publicly held shares. The Company previously disclosed this deficiency and the related notice from Nasdaq on the Company’s Current Report on Form 8-K filed on April 25, 2023. The Notice further indicated that if the Company were relying on the Equity Standard of the continued listing requirements it would have insufficient stockholders equity, and if it were relying on the Total Assets/Total Revenue Standard it would have insufficient total assets and total revenues; however, if the Company relies on the Market Value Standard, the only deficiencies are the requirement to maintain a minimum of 1,100,000 publicly held shares as previously disclosed and the requirement to maintain 400 Total Holders of its common stock as reported above.
Item 9.01. Exhibits.
| Exhibit Number | Description of Exhibit | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
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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: May 10, 2023 | By: | /s/ David Andrada |
| David Andrada | ||
| Co-Chief Executive Officer | ||
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