S-1/A

As filed with the U.S. Securities and Exchange Commission on October 12, 2021

Registration No. 333-257126

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

FORM S-1/A
(Amendment No. 4)
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Fat Projects Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands	6770	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

27 Bukit Manis Road

Singapore, 099892
Telephone: 65-8590-2056

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, New York 10168
Telephone: 1-800-221-0102

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Andrew M. Tucker Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue, NW. Suite 900 Washington, D.C. 20001 (202) 689-2800   David M. Loev John S. Gillies The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, TX 77401 (713) 524 4122

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant(2)	11,500,000 Units	$	10.00	$	115,000,000	$	12,547
Class A ordinary shares included as part of the units(3)	11,500,000 Shares		—		—		—	(4)
Redeemable warrants included as part of the units(3)	11,500,000 Warrants		—		—		—	(4)
Representative’s Class A ordinary shares	115,000 Shares		10.00		1,150,000	$	125
Total				$	116,150,000	$	12,672	(5)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Includes 1,500,000 units, consisting of 1,500,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.

(4) No fee pursuant to Rule 457(g).

(5) Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Fat Projects Acquisition Corp (the “Registrant”) is filing this Amendment No. 4 (the “Amendment”) to its Registration Statement on Form S-1 (Registration Statement No. 333-257126) (the “Registration Statement”) to file a revised Exhibit 5.2 and 23.3 (which is included in Exhibit 5.2). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, Exhibit 5.2 and 23.3 (which is included in Exhibit 5.2). The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.

Item 16. Exhibits and Financial Statement Schedules.

Exhibit	Description
1.1	Form of Underwriting Agreement*
3.1	Memorandum and Articles of Association*
3.2	Amended and Restated Memorandum and Articles of Association*
3.3	Third Amended and Restated Memorandum and Articles of Association*
4.1	Specimen Unit Certificate*
4.2	Specimen Class A ordinary share Certificate*
4.3	Specimen Warrant Certificate* (included in Exhibit 4.4)
4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*
5.1	Opinion of Nelson Mullins Riley & Scarborough LLP*
5.2	Opinion of Walkers (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant**
10.1	Form of Letter Agreement among the Registrant and our officers, directors, advisors and Fat Projects SPAC Pte Ltd*
10.2	Promissory Note, dated May 6, 2021, issued to Fat Projects SPAC Pte. Ltd.*
10.3	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*
10.4	Form of Registration Rights Agreement between the Registrant and certain security holders*
10.5	Securities Subscription Agreement, dated April 22, 2021, between the Registrant and Fat Projects SPAC Pte. Ltd. *
10.6	Form of Placement Warrant Purchase Agreement between the Registrant and Fat Projects SPAC Pte. Ltd. *
10.7	Form of Indemnity Agreement*
10.8	Form of Administrative Support Agreement by and between the Registrant and Fat Projects SPAC Pte. Ltd.*
14	Form of Code of Ethics*
23.1	Independent Registered Public Accounting Firm’s Consent*
23.2	Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1)*
23.3	Consent of Walkers (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant (included in Exhibit 5.2)**
24	Power of Attorney (included on the signature page to the initial filing of this Registration Statement)*
99.1	Form of Audit Committee Charter*
99.2	Form of Compensation Committee Charter*
99.3	Consent of Abel Martins Alexandre*
99.4	Consent of Tina Wyer*
99.5	Consent of Stanton Sugarman*
99.6	Consent of Samir Addamine*
99.7	Consent of Alex Bono*

*	Previously Filed.
**	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sydney, on the 12th day of October, 2021.

Fat Projects Acquisition Corp
By:	/s/ David Andrada
	Name: David Andrada
	Title: Co-Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Tristan Lo and David Andrada his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Tristan Lo	Co-Chief Executive Officer	October 12, 2021
Tristan Lo	(principal executive officer)
/s/ David Andrada	Co-Chief Executive Officer and Chief Financial Officer	October 12, 2021
David Andrada	(principal executive officer and accounting officer)

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the registrant has signed this registration statement or amendment thereto on the 12th day of October, 2021.

Cogency Global Inc. Authorized U.S. Representative
By:	/s/ Collen A. De Vries
	Name: Collen A. De Vries
	Title: Senior Vice-President on behalf of Cogency Global Inc.

EX-5.2

Exhibit 5.2

BY EMAIL

12 October, 2021	Our Ref: MB/LH/F4048.170517
FAT PROJECTS ACQUISITION CORP C/o Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands

Dear Sir or Madam

FAT PROJECTS ACQUISITION CORP

We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration of an initial public offering by Fat Projects Acquisition Corp (the "Company"), of:

1. up to 10,000,000 units (the "Units"), each Unit consisting of one Class A ordinary share in the capital of the Company, par value US$0.0001 (each such Class A ordinary share issued as part of the Units and the Over-Allotment Units and issued upon exercise of the Warrants (each as defined below) included in the Units and the Over-Allotment Units an "Ordinary Share" and together, the "Ordinary Shares"), and one warrant to purchase one Ordinary Share (the "Warrants);

2. up to 1,500,000 units (the "Over-Allotment Units"), which may be issued upon exercise of an option granted to the underwriters to cover over-allotments, if any;

3. all Ordinary Shares and all Warrants issued as part of the Units and the Over-Allotment Units;

4. all Ordinary Shares that may be issued upon exercise of the Warrants included in the Units and the Over-Allotment Units; and

5. up to 115,000 Ordinary Shares issuable to the Representative (as defined in Schedule 1) pursuant to the terms of the Underwriting Agreement (as defined in Schedule 1) (the "Representative Shares"),

in each case under the United States Securities Act of 1933, as amended (the "Securities Act") and pursuant to the terms of the Registration Statement (as defined in Schedule 1).

For the purposes of giving this opinion, we have examined and relied upon the originals or copies of the documents listed in Schedule 1.

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We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.

Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.

1. The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the "Registrar").

2. The Ordinary Shares, as contemplated by the Registration Statement, have been duly authorised by all necessary corporate action of the Company, and upon the issue of the Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued and credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles (as defined in Schedule 1) and in the manner contemplated by the Registration Statement and the Underwriting Agreement (as defined in Schedule 1), the Ordinary Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied in respect of such Ordinary Shares on the holder thereof by the Company).

3. The Ordinary Shares, to be issued upon exercise of the Warrants as contemplated by the Warrant Documents (as defined in Schedule 1), have been duly authorised by all necessary corporate action of the Company and upon the issue of such Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued and credited as fully paid), delivery and exercise of the Warrants in accordance with the Memorandum and Articles and in the manner contemplated by the Registration Statement and the Warrant Documents (as defined in Schedule 1), such Ordinary Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied in respect of such Ordinary Shares on the holder thereof by the Company).

4. The Representative Shares, as contemplated by the Registration Statement, have been duly authorised by all necessary corporate action of the Company and upon the issue of the Representative Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Representative Shares have been issued credited as fully paid), delivery and payment therefor by the Representative in accordance with the Memorandum and Articles and in the manner contemplated by the Underwriting Agreement, the Representative Shares will have been validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company).

5. The execution, delivery and performance of the Unit Certificate (as defined in Schedule 1) and the Warrant Documents will have been authorised by and on behalf of the Company and, once the Unit Certificate and the Warrant Documents have been executed and unconditionally delivered by the Company, such documents, will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

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The foregoing opinions are given based on the following assumptions.

1. The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents and Resolutions (each as defined in Schedule 1) are, or will be, genuine and are, or will be, those of a person or persons stated therein. All documents purporting to be sealed have been, or will be, so sealed. All copies are complete and conform to their originals. The Documents when executed will conform in every material respect to the latest drafts of the same produced to us prior to the date hereof and, where provided in successive drafts, have been marked up to indicate all changes to such Documents.

6. The Company Records are complete and accurate and all matters required by law and the memorandum and articles of association of the Company in effect on the date hereof to be recorded therein are completely and accurately so recorded.

7. There are no records of the Company (other than the Company Records), agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions envisaged in the Documents or restrict the powers and authority of the directors of the Company in any way or which would affect any opinion given herein.

8. The Memorandum and Articles will be the memorandum and articles of association of the Company in effect at the time of the issue of the Ordinary Shares.

9. We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

10. The Company will receive consideration in money or money’s worth for each Ordinary Share offered by the Company when issued at the agreed issue price as per the terms of the Registration Statement, such price in any event not being less than the stated par or nominal value of each Ordinary Share.

11. Each of the Documents (other than by the Company with regard to the laws of the Cayman Islands) will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Ordinary Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).

12. The choice of New York law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of New York law and all other relevant laws (other than the laws of the Cayman Islands).

13. The power, authority and legal right of all parties under all relevant laws and regulations (other than the Company under the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Documents.

14. All preconditions to the obligations of the parties to the Underwriting Agreement, the Unit Certificate and the Warrant Documents will be satisfied or duly waived prior to the issue and sale of the Ordinary Shares and there will be no breach of the terms of the Underwriting Agreement, the Unit Certificate and the Warrant Documents.

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The opinions expressed above are subject to the following qualifications:

1. The term "enforceable" and its cognates as used in this opinion means that the obligations assumed by any party under the Documents are of a type which the courts of the Cayman Islands (the "Courts" and each a "Court") enforce. This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

(a) enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

(b) enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy;

(c) claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

(d) where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

(e) a judgment of a Court may be required to be made in Cayman Islands dollars;

(f) to the extent that any provision of the Documents is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of the Documents that is adjudicated to constitute a secondary obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation may be limited;

(g) to the extent that the performance of any obligation arising under the Documents would be fraudulent or contrary to public policy, it will not be enforceable in the Courts;

(h) in the case of an insolvent liquidation of the Company, its liabilities are required to be translated into the functional currency of the Company (being the currency of the primary economic environment in which it operated as at the commencement of the liquidation) at the exchange rates prevailing on the date of commencement of the voluntary liquidation or the day on which the winding up order is made (as the case may be);

(i) a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard; and

(j) the effectiveness of terms in the Documents excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

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2. Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands (the "Companies Act") on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm, as Cayman Islands counsel to the Company in the Registration Statement, including a reference to us under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement.

Yours faithfully

/s/ WALKERS (CAYMAN) LLP

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Schedule 1

LIST OF DOCUMENTS EXAMINED

1. The Certificate of Incorporation dated 16 April 2021, Register of Directors and Register of Officers, in each case, of the Company, copies of which have been provided to us by its registered office in the Cayman Islands (together the "Company Records"), and the Amended and Restated Memorandum and Articles of Association of the Company adopted on 7 October 2021, filed as exhibit 3.2, to be in effect upon the consummation of the sale of the Ordinary Shares (the "Memorandum and Articles").

2. The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on the date hereof.

3. The Register of Writs and other Originating Process of the Grand Court of the Cayman Islands kept at the Clerk of Court's Office, George Town, Grand Cayman, examined at 9.00 am on the date hereof.

4. A copy of a Certificate of Good Standing dated 8 October 2021 in respect of the Company issued by the Registrar (the "Certificate of Good Standing").

5. A copy of executed written resolutions of the directors of the Company approving various matters, including the offering for sale of the Ordinary Shares and Representative Shares (as applicable) dated 22 April 2021, 18 August 2021 and 12 October 2021 (together, the "Resolutions").

6. Copies of the following documents (the "Documents"):

(a) the Company’s Registration on Form S-1 (File No. 333-257126) (including a draft of the Form S-1/A No. 4 Registration Statement to be filed by the Company with the United States Securities and Exchange Commission) registering the Units, Ordinary Shares and Warrants under the Securities Act (such registration statement, as amended, the "Registration Statement");

(b) a draft of the form of the warrant agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company as warrant agent and the warrant certificate constituting the Warrants (the "Warrant Documents");

(c) a draft of the form of the unit certificate constituting the Units (the "Unit Certificate"); and

(d) a draft of the form of the underwriting agreement (the "Underwriting Agreement") to be entered into between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters named therein (the "Representative").