UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01. | Note of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
Reference is made to the Form 12b-25 and Form 12b-25/A filed by Fat Projects Acquisition Corp (the “Company”) with the Commission on March 30, 2022, and April 15, 2022. As a result of its delay in filing the Form 10-K, the Company anticipates receiving notice of non-compliance from Nasdaq regarding the Company’s non-compliance with Nasdaq Marketplace Rule 5250(c)(1). Upon receiving the anticipated notice from Nasdaq, the Company has a period of 60 days from the notice date to submit a plan to regain compliance with the Nasdaq Listing Rules. The Company shall advise Nasdaq that it anticipates filing the Form 10-K within such 60-day period.
| Item 7.01. | Regulation FD Disclosure. |
Reference is made to the Notification of Late Filing on Form 12b-25 filed by the Company with the Commission on March 30, 2022 (the “Original Form 12b-25”) and amended on April 15, 2022, reporting that it required additional time to complete its Annual Report on Form 10-K for the period ended December 31, 2021 (the “2021 Form 10-K”). Although the Company has dedicated significant resources to the completion of finalizing its audited consolidated financial statements and related disclosures for inclusion in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, the Company is unable to file its Annual Report on Form 10-K for the period ending December 31, 2021 (the "Form 10-K") prior to April 15, 2022, the extension period provided by the Original Form 12b-25. Additional time is needed by the Company to complete its review of the financial statements included in the Form 10-K in order to ensure a complete, accurate Annual Report. The delay is due primarily to additional information and investigation needed in relation to the Company's financial statements to complete the audit. The Company is working diligently to complete the audit and expects to file the Form 10-K not later than April 29, 2022.
In the course of its audit, the Company identified material weaknesses around the ineffective supervision and review of financial reporting controls associated with the preparation of the financial statements and disclosures, and the recording and reimbursement of amounts advanced to it, or paid on its behalf by, an affiliate of its Sponsor during its initial public offering process, as well as the payment of certain contractual amounts it is permitted to pay to its Sponsor. The fact that it was making these payments to the affiliate of its Sponsor, as opposed to its Sponsor, was fully disclosed in its Prospectus dated October 12, 2021. This further determination and related work and procedures resulted in the Company requiring additional time beyond the 15-day period provided by Rule 12b-25 to complete and file the Form 10-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release Dated April 15, 2022 | |
| 104 | Cover Page Interactive Data File |
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: April 15, 2022 | By: | /s/ David Andrada |
| David Andrada | ||
| Co-Chief Executive Officer and Chief Financial Officer | ||