David Andrada - 20 Apr 2023 Form 4 Insider Report for FAT PROJECTS ACQUISITION CORP

Footnote F1

The Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment as set forth in the issuer's registration statement on Form S-1 (File No. 333-257126).

Footnote F2

In January 2023, the Issuer began two private offerings of notes: (1) an offering of up to $1 million in aggregate principal amount of non-interest-bearing, unsecured notes and (2) an offering to prospective investors who are not affiliates of the Issuer, its sponsor, any officer or director of the Issuer or any of their affiliates of up to $1.0625 million in aggregate principal amount of 15% interest-bearing, unsecured notes. The purpose of the offerings was to raise working capital and capital to fund extensions of the Issuer's deadline to complete its initial business combination.

Footnote F3

In connection with, and to support and encourage subscriptions to, these offerings, all of the existing holders of the Company's Class B ordinary shares (other than certain public anchor investors who are not affiliated with the Issuer, its sponsor or any of its directors or officers) agreed to contribute without consideration up to 5% of their Class B ordinary shares so the purchasers of the notes would receive one Class B ordinary share for each $10.00 in principal amount of notes purchased. The shares reported as disposed of above were transferred to the purchasers of notes without consideration as part of that 5% contribution.

Footnote F4

The securities are held directly by Fat Projects International Investments and Holdings Limited ("FPIIHL"). The Reporting Person controls and owns a 50% equity interest in FPIIHL and may be deemed to beneficially own half of the Issuer's securities held by FPIIHL by virtue of his control of and 50% ownership interest in FPIIHL. The amount reported in column 5 represents half of the Class B ordinary shares disposed of by FPIIHL and the amount reported in column 9 represents half of the Class B ordinary shares held by FPIIHL after the disposition. The Reporting Person disclaims beneficial ownership of the Issuer's securities held by FPIIHL, except to the extent of his pecuniary interest.

Footnote F5

The Reporting Person purchased $16,780 of non-interest-bearing, unsecured notes in one of the offerings described in Note 2 and received these shares in connection with the note purchase.