Exhibit 10.5


 


FAT PROJECTS ACQUISITION
CORP


 


April 22, 2021


 


Fat Projects SPAC Pte. Ltd.


27 Bukit Manis Road


Sentosa Golf Club


Singapore, 099892


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


This agreement
(the “Agreement”) is entered into on April 22, 2021 by and between Fat Projects SPAC Pte. Ltd., a Singapore private
limited company (the “Subscriber” or “you”), and Fat Projects Acquisition Corp, a Cayman Islands
exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof,
the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share
(the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering
(“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the
 “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:


 


1.                   
Purchase of Securities.


 


1.1.        
Purchase of Shares. For the sum of $25,000 (the “Purchase Price”),
which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases
the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently
with the Subscriber’s execution of this Agreement, the Company shall update its register of members to reflect the issuance of
the Shares to the Subscriber, and at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing
the Shares (the “Original Certificate”), or effect such delivery in book-entry form.


 


1.2.        
Surrender of Class B Ordinary Share. Upon the issue of the Shares, the Subscriber
hereby surrenders to the Company for no consideration the one Class B ordinary share held by the Subscriber following the incorporation
of the Company.


 


2.                   
Representations, Warranties and Agreements.


 


2.1.            
Subscriber’s Representations, Warranties and Agreements. To induce the
Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company
as follows:


 


2.1.1.                 
No Government Recommendation or Approval. The Subscriber understands that no
federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.


 


2.1.2.                 
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber,
(ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which
the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3.                 
Organization and Authority. The Subscriber is a Singapore private limited company,
validly existing and in good standing under the laws of Singapore and possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding
agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally
and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).





 






     


     


    

 


2.1.4.                 
 Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic
risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”) and therefore cannot be sold unless subsequently registered under the
Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment
in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the
Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration
available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete
loss of Subscriber’s investment in the Shares.


 


2.1.5.                 
Access to Information; Independent Investigation. Prior to the execution of
this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning
an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain
additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber
has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s
own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been
authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber
has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the
Company, its operations and/or its prospects.


 


2.1.6.                 
Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in
Rule 501(a) of Regulation D under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private
placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act
or similar exemptions under state law.


 


2.1.7.                 
Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s
own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof.
The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502 under the Securities Act.


 


2.1.8.                 
Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving
a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing
the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or
otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration
under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any
interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the
Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the
Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber
for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9.                 
No Governmental Consents. No governmental, administrative or other third-party
consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated
by this Agreement.


 


2.2.        
Company’s Representations, Warranties and Agreements. To induce the Subscriber
to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1.                 
Organization and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business
in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial
condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to
carry out the transactions contemplated by this Agreement.


 






     


     


    

 


2.2.2.                 
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Memorandum and Articles of Association of the
Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to
which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3.                 
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly
and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber
will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing,
(b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of
the Subscriber.


 


2.2.4.                 
No Adverse Actions. There are no actions, suits, investigations or proceedings
pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect
the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages
or to obtain other relief in connection with any transactions.


 


3.                   
Forfeiture of Shares.


 


3.1.        
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment
Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable,
it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 375,000 Shares and
pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber
(and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) any Class A ordinary
shares issuable upon exercise of any warrants or (ii) Class A ordinary shares purchased by Subscriber in the IPO or in the aftermarket)
equal to 20% of the issued and outstanding shares of the Company’s ordinary share immediately following the IPO (excluding securities
expected to be issued to the underwriters for the IPO).


 


3.2.        
Termination of Rights as Shareholder. If any of the Shares are forfeited in
accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a
holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.


 


3.3.        
Share Certificates. In the event an adjustment to the Original Certificate,
if any, is required pursuant to this Section 3, then the Subscriber shall return such Original Certificate to the Company or its designated
agent as soon as practicable upon its receipt of notice from the Company advising Subscriber of such adjustment, following which a new
certificate (the “New Certificate”), if any, shall be issued in such amount representing the adjusted number of Shares
held by the Subscriber. The New Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment
for any uncertificated securities held by the Subscriber shall be made in book-entry form.


 


3.4.        
Forfeiture. All references in this Agreement to shares of the Company being
forfeited shall take effect as surrenders for no consideration of such shares as matter of Cayman Islands law.


 


4.                   
Waiver of Liquidation Distributions; Redemption Rights. In connection with the
Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in
or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public
shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”),
in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For
purposes of clarity, in the event the Subscriber purchases Class A ordinary shares in the IPO or in the aftermarket, any additional Class
A ordinary shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the
Subscriber have the right to redeem any ordinary shares into funds held in the Trust Account upon the successful completion of an initial
business combination.


 






     


     


    

 


5.                   
Restrictions on Transfer.


 


5.1.        
Securities Law Restrictions. In addition to any restrictions to be contained
in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO
by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or
any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable
state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an
opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt
from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all
applicable state securities laws.


 


5.2.            
Lock-up. Subscriber acknowledges that the Shares will be subject to lock-up
provisions (the “Lock-up”) contained in the Insider Letter.


 


5.3.            
Restrictive Legends. Any certificates representing the Shares shall have endorsed
thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL,
IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP.”


 


5.4.        
Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an
extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional
securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5
or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate
adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to
this Section 5 and Section 3.


 


5.5.        
Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant
to a registration rights agreement to be entered into with the Company prior to the closing of the IPO.


 


6.                   
Other Agreements.


 


6.1.        
Further Assurances. Subscriber agrees to execute such further instruments and
to take such further action as may reasonably be necessary to carry out the intent of this Agreement.


 


6.2.        
Notices. All notices, statements or other documents which are required or contemplated
by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier
service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided
to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the
electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by
such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.





 






     


     


    

 


6.3.        
Entire Agreement. This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially
in the form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies the
entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant
or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express
terms and provisions of this Agreement.


 


6.4.         
Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement
executed by all parties hereto.


 


6.5.        
Waivers and Consents. The terms and provisions of this Agreement may be waived,
or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms
or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms
or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance
and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.


 


6.6.        
Assignment. The rights and obligations under this Agreement may not be assigned
by either party hereto without the prior written consent of the other party.


 


6.7.        
Benefit. All statements, representations, warranties, covenants and agreements
in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns
of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto,
and no person or entity shall be regarded as a third-party beneficiary of this Agreement.


 


6.8.        
Governing Law. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts wholly performed within
the borders of such state, without giving effect to the conflict of law principles thereof.


 


6.9.        
Severability. In the event that any court of competent jurisdiction shall determine
that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such
provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in
full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining
provisions of this Agreement shall nevertheless remain in full force and effect.


 


6.10.          
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto
in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as
a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement
by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party
from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy
by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand
on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to
any other or further action in any circumstances without such notice or demand.


 


6.11.          
Survival of Representations and Warranties. All representations and warranties
made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby,
shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.


 


6.12.          
No Broker or Finder. Each of the parties hereto represents and warrants to the
other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement or the transactions
contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the
other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar
agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against
any such claim.


 






     


     


    

 


6.13.          
Headings and Captions. The headings and captions of the various subdivisions
of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the
terms or provisions hereof.


 


6.14.          
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15.          
Construction. The parties hereto have participated jointly in the negotiation and drafting
of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship
of any provision of this Agreement. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to
any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained
herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such
party hereto is in breach of the first representation, warranty, or covenant.


 


6.16.          
Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7.                   
Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the
Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption with respect to such Shares.
Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders
in connection with an initial business combination negotiated by the Company.


 


8.                  
Indemnification. Each party shall indemnify the other against any loss, cost or damages
(including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty,
covenant or agreement in this Agreement.


 


[Signature Page Follows]





 






     


     


    

 


If the foregoing accurately sets forth
our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	 	 	Very truly yours,
	 
	 	FAT PROJECTS ACQUISITION CORP
	 
	 	 	By: 	/s/ David Andrada
	 	 	 	 	Name: David Andrada
	 	 	 	Title:   Co-Chief Executive Officer


 


	Accepted and agreed as of the date first written above.	 	 
	 
	FAT PROJECTS SPAC PTE. LTD.	 	 
	 	 	 
	By: 	/s/ David Andrada	 	 
	 	Name: David Andrada

    Title: Director
	 
	 



 


[Signature Page to Securities Subscription
Agreement]