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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FAT PROJECTS ACQUISITION CORP 
