Aura Fat Projects Acquisition Corp

we are a newly incorporated Cayman Islands exempt company with no operating history and no revenues;

our ability to continue as a going concern;

as a result of the low initial price paid by our sponsor and the anchor investors for the founder shares, our sponsor, its affiliates and our management team as well as the anchor investors stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders;

we may not be able to complete our initial business combination within the prescribed time frame;

you will not have any rights or interests in funds from the trust account, except under certain limited circumstances;

negative interest rate for securities in which we invest the funds held in the trust account;

our shareholders may be held liable for claims by third parties against us;

if third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share

subsequent to completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges;

conflicts of interest of our sponsor, officers and directors and our anchor investors;

we may have a limited ability to assess the management of a prospective target business;

our public shareholders may not be afforded an opportunity to vote on our initial business combination;

the absence of a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree;

we may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you;

we may amend the terms of the public warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants;

our competitors have advantages over us in seeking business combinations;

we may be unable to obtain additional financing;

our warrants may have an adverse effect on the market price of our ordinary shares;

we may issue additional equity and/or debt securities to complete our initial business combination;

our sponsor controls a substantial interest in us;

if we seek shareholder approval of our initial business combination, our sponsor, who controls a substantial interest in us, has agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote;

the ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, may not allow us to complete the most desirable business combination or optimize our capital structure, and will increase the probability that our initial business combination would be unsuccessful;

lack of protections normally afforded to investors of blank check companies;

possibility of losing the ability to redeem all shares equal to or in excess of 15% of our ordinary shares if we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules;

Nasdaq mayhas delisted our securities from trading on its exchange and we may be unable to list our securities on another exchange;

we will likely only be able to complete one business combination with the proceeds of the IPO and the sale of the placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services;

we are not registering the ordinary shares issuable upon exercise of the warrants sold as part of the units in the IPO at this time, and such registration may not be in place when an investor desires to exercise such warrants;

shares being redeemed and warrants becoming worthless;

events which may result in the per-share amount held in our trust account dropping below $10.20 per public share;

our directors may decide not to enforce the indemnification obligations of our sponsor;

if, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced;

because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target businesss operations;

we may seek acquisition opportunities in companies that may be outside of our managements areas of expertise;

impact of COVID-19 and related risks; the potential inability to enforce judgments against us or our management or board of directors

if we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations; and

changes in laws or regulations, or a failure to comply with any laws and regulations, tax consequences to business combinations may adversely affect our business, investments and results of operations.

Our auditors have identified a material weakness in our accounting controls as a result of repayment of certain amounts to our Sponsor and its Affiliate prior to, and at the time, we completed our initial public offering. We are working to correct those weaknesses.