Fat Projects Acquisition : Failure to Satisfy Listing Rule - Form 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on October 17, 2023, Fat Projects Acquisition Corp., a Cayman Islands exempt company limited by shares, with company registration number 374480 (the "Company") received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that the staff of the Nasdaq Listing Qualifications Department (the "Staff") has determined that the Company did not return to compliance with Listing Rule 5450(b)(2)(B) by October 16, 2023, and as a result the Company's securities will be delisted from the Nasdaq Global Market at the opening of business on October 26, 2023 unless the Company requests an appeal to a Nasdaq hearing panel by October 24, 2024.

The Company timely appealed the Staff's determination to a Nasdaq hearing panel, and Nasdaq scheduled the hearing for January 4, 2024. However, as disclosed in the Company's Current Report on Form 8-K dated November 11, 2023 and filed with the Commission on November 17, 2023 (the "November 11 Form 8-K"), the Company terminated its business combination agreement with Avanseus Holdings Pte. Ltd. and did not make the payment required to extend the deadline to complete its initial business combination beyond November 15, 2023. Therefore, the Company is required to dissolve and liquidate in accordance with the provisions of its Amended and Restated Memorandum and Articles of Association, as amended (the "Charter"). Because the Company intends to liquidate, the Company notified Nasdaq on November 28, 2023 that it was withdrawing its appeal, and Nasdaq confirmed the withdrawal of the same on November 29, 2023 and notified the Company that it would suspend trading of the Company's securities during the week of December 4, 2023. As previously disclosed in an amendment to the November 11 Form 8-K, Nasdaq previously halted trading of the Company's securities. Therefore, the Company does not expect trading in the Company's securities to resume on Nasdaq, and the Company intends to proceed with winding up its business and dissolving.

As previously disclosed, on May 5, 2023, the Company received a written notice from Nasdaq of noncompliance with Listing Rule 5450(a)(2), which requires the Company to maintain a minimum of 400 total holders for continued listing on the Nasdaq Global Market. The Company timely submitted a plan to return to compliance, and Nasdaq granted the Company an extension of time to return to compliance until November 1, 2023.

Additionally, on May 26, 2023, the Company received a written notice from Nasdaq of noncompliance with Listing Rule 5450(b)(2)(A), which requires the Company to maintain a minimum market value of listed securities of at least $50,000,000 for continued listing on the Nasdaq Global Market, and with Listing Rule 5450(b)(2)(C), which requires the Company to maintain a minimum market value of publicly held shares of at least $15,000,000. The Company timely submitted a plan to return to compliance, and Nasdaq granted the Company an extension of time to return to compliance until November 22, 2023.

On December 1, 2023, the Company received a written notice (the "Notice") from Nasdaq indicating that the Staff has determined that the Company did not return to compliance with Listing Rule 5450(a)(2) by November 1, 2023, or with Listing Rules 5450(b)(2)(A) and 5450(b)(2)(C) by November 22, 2023. Further, the Notice informed the Company of noncompliance with Listing Rule 5250(c)(1) due to a failure to file it Form 10-Q for the period ended September 30, 2023. The Company does not intend to appeal these determinations.