Sec Form 3 Filing - D. E. Shaw Valence Portfolios, L.L.C. @ FAT PROJECTS ACQUISITION CORP - 2023-04-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person D. E. Shaw Valence Portfolios, L.L.C. 2. Issuer Name and Ticker or Trading Symbol FAT PROJECTS ACQUISITION CORP [ FATP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS, NINTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2023 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 75,000 D ( 2 ) ( 3 ) ( 4 ) Redeemable Warrants $ 11.5 ( 5 ) ( 5 ) Class A Ordinary Shares 950,000 D ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other D. E. Shaw Valence Portfolios, L.L.C. 1166 AVENUE OF THE AMERICAS, NINTH FLOOR NEW YORK, NY10036 X D. E. SHAW & CO, L.L.C. 1166 AVENUE OF THE AMERICAS, NINTH FLOOR NEW YORK, NY10036 X D. E. SHAW & CO, L.P. 1166 AVENUE OF THE AMERICAS, NINTH FLOOR NEW YORK, NY10036 X SHAW DAVID E 1166 AVENUE OF THE AMERICAS, NINTH FLOOR NEW YORK, NY10036 X Signatures D. E. Shaw Valence Portfolios, L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 05/05/2023 Signature of Reporting Person Date D. E. Shaw & Co., L.L.C., By: /s/ Nathan Thomas, Authorized Signatory 05/05/2023 Signature of Reporting Person Date D. E. Shaw & Co., L.P., By: /s/ Nathan Thomas, Chief Compliance Officer 05/05/2023 Signature of Reporting Person Date David E. Shaw, By: /s/ Nathan Thomas, as Attorney-in-Fact for David E. Shaw 05/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time, has no expiration date, and will automatically convert into one Class A Ordinary Share at the time of the issuer's initial business combination, subject to adjustment as set forth in the issuer's registration statement on Form S-1 (File No. 333-257126). ( 2 )The securities reported in this Form 3 are directly held by D. E. Shaw Valence Portfolios, L.L.C. ("Valence") and may be deemed to be indirectly held by the other Reporting Persons. ( 3 )D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Valence; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as manager of Valence; and Mr. David E. Shaw ("David E. Shaw"), as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as President and sole shareholder of D. E. Shaw & Co., II Inc., which is the managing member of DESCO LLC, may be deemed to be the beneficial owners of the securities reported in this Form 3 for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. ( 4 )In accordance with instruction 5(b)(iv), the entire number of securities of the issuer that may be deemed to be beneficially owned by Valence, DESCO LP, DESCO LLC, and David E. Shaw is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 3, except to the extent of any pecuniary interest therein. ( 5 )Each Redeemable Warrant becomes exercisable upon the completion of the issuer's initial business combination for one Class A Ordinary Share at an exercise price of $11.50 and expires five years after the completion of the issuer's initial business combination, or earlier upon redemption or liquidation, subject to terms reported in the issuer's registration statement on Form S-1 (File No. 333-257126).

Remarks: This Form 3 is being filed solely due to the redemption of Class A Ordinary Shares as confirmed in the issuer's Form 8-K filed on April 25, 2023, as a result of which the Reporting Persons' aggregate beneficial ownership passively exceeded 10%.Exhibit Index:24.1 Power of Attorney24.2 Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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