TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 16, 2023 David Andrada Co-Chief Executive Officer Aura FAT Projects Acquisition Corp 1 Phillip Street, #09-00 Royal One Phillip, Singapore, 048692 Re: Aura FAT Projects Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed June 14, 2023 File No. 001-41350 Dear David Andrada: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Risk Factors, page 20 1. With a view towards revised disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, such as the target, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, if applicable, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose, if David Andrada Aura FAT Projects Acquisition Corp June 16, 2023 Page 2 applicable, the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with any questions. Sincerely, FirstName LastNameDavid Andrada Division of Corporation Finance Comapany NameAura FAT Projects Acquisition Corp Office of Trade & Services June 16, 2023 Page 2 cc: Andrew M. Tucker FirstName LastName