Feutune Light Acquisition Corp. Files 8-K with Delisting Notice

TL;DR

FLFV filed an 8-K: material agreement, financial obligation, and a potential delisting notice. Big changes ahead.

AI Summary

Feutune Light Acquisition Corp. (FLFV) filed an 8-K on March 20, 2024, reporting several key events as of March 19, 2024. These include entering into a material definitive agreement, creating a direct financial obligation, and receiving a notice of delisting or failure to meet listing rules. The filing also covers unregistered sales of equity securities and amendments to its articles of incorporation.

Why It Matters

This 8-K filing indicates significant corporate actions for Feutune Light Acquisition Corp., including potential delisting, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules presents a significant risk to the company's public trading status and investor confidence.

Key Players & Entities

• Feutune Light Acquisition Corp. (company) — Filer of the 8-K
• 0001912582 (company) — Central Index Key for Feutune Light Acquisition Corp.
• 001-41424 (company) — SEC File Number for Feutune Light Acquisition Corp.

FAQ

Key Financial Figures

• $0.0001 — t LLC Class A Common Stock, par value $0.0001 per share FLFV The Nasdaq Stock Mar
• $11.50 — A Common Stock at an exercise price of $11.50 FLFVW The Nasdaq Stock Market LLC
• $100,000 — ber of extension loan, in the amount of $100,000 (each a " Existing Monthly Extension Pa
• $60,000 — Extension Payment (as defined below) of $60,000 is deposited into the Trust Account. O
• $0.035 — $60,000 for all public shares and (ii) $0.035 for each public share for each one-mont
• $10.00 — principal amount payable to TPH by (y) $10.00. The issuance of the Note was made pur

Filing Documents

• ea0202138-8k425_feutune.htm (8-K) — 70KB
• ea020213801ex1-1_feutune.htm (EX-1.1) — 16KB
• ea020213801ex3-1_feutune.htm (EX-3.1) — 1KB
• ea020213801ex10-1_feutune.htm (EX-10.1) — 30KB
• ea020213801ex99-1_feutune.htm (EX-99.1) — 19KB
• ex3-1_001.jpg (GRAPHIC) — 278KB
• ex99-1_001.jpg (GRAPHIC) — 1KB
• 0001213900-24-024171.txt ( ) — 783KB
• flfv-20240319.xsd (EX-101.SCH) — 4KB
• flfv-20240319_def.xml (EX-101.DEF) — 27KB
• flfv-20240319_lab.xml (EX-101.LAB) — 38KB
• flfv-20240319_pre.xml (EX-101.PRE) — 26KB
• ea0202138-8k425_feutune_htm.xml (XML) — 9KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. As previous announced, on October 26, 2023, Feutune Light Acquisition Corporation (" FLFV ", or " PubCo " upon and following the Merger, as defined in the Merger Agreement noted below) entered into an Agreement and Plan of Merger (as the same may be amended, restated or supplemented, the " Merger Agreement ") with Thunder Power Holdings Limited, a British Virgin Islands company (" TPH ") and Feutune Light Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of FLFV (" Merger Sub "). The transactions contemplated in the Merger Agreement shall be collectively referred in this Report as the " Business Combination ". Pursuant to Section 7.5 of the Merger Agreement, in the case that FLFV seeks to extend the deadline by which it must consummate the Business Combination (the " Combination Deadline ") with such number of additional one-month period (" Existing Monthly Extension ") pursuant to its certificate of incorporation effectively at the time by the 21 st of each month, TPH agreed to provide such number of extension loan, in the amount of $100,000 (each a " Existing Monthly Extension Payment ") for each Existing Monthly Extension and deposit such amount into the trust account (the " Trust Account ") of FLFV, created for the benefits of the public stockholders of FLFV. In exchange for each Existing Monthly Extension Payment, FLFV shall issue a promissory note in the amount of $100,000, which shall provide for repayment upon the Business Combination or the conversion into 10,000 private placement units of FLFV. Each such note shall also entitle TPH to have senior ranking on repayments of the Existing Monthly Extension Payments provided by the sponsor of FLFV or its other designees, in the event of liquidation of FLFV. Section 7.5 further provides that in the event that the Business Combination has not been consummated by March 21, 2024, after FLFV sought and secured all nine Existing Monthly Ex

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On March 18, 2024, FLFV held a special meeting of the stockholders (the " Special Meeting "), where the stockholders of FLFV approved the proposal to amend FLFV's Amended and Restated Certificate of Incorporation (the " Charter ") to allow FLFV until March 21, 2024 to consummate an initial business combination and may elect to extend the Combination Deadline up to nine times, each by an additional one-month period (each, a " New Monthly Extension "), for a total of up to nine months to December 21, 2024, by depositing to Trust Account the lesser (the " New Monthly Extension Payment ") of (i) $60,000 for all public shares and (ii) $0.035 for each public share for each one-month extension. On March 18, 2024, a certificate of amendment to the Charter (the " Charter Amendment ") was filed with the State of Delaware, effective on the same date. On March 19, 2024, $60,000 (the " March New Monthly Extension Payment ") was deposited into the Trust Account for the public stockholders, which enables FLFV to extend the period of time it has to consummate its initial business combination by one month from March 21, 2024 to April 21, 2024 (the " March New Monthly Extension "). The March New Monthly Extension is the first of the up to nine New Monthly Extensions permitted under the amended Charter. In connection with the March New Monthly Extension Payment, FLFV issued an unsecured promissory note of $60,000 (the " New Monthly Extension Note ") to TPH, to evidence the payments made by TPH for the March New Monthly Extension Payment, pursuant to the Merger Agreement Amendment. The New Monthly Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Business Combination or (ii) the date of expiry of the term of FLFV (the " Maturity Date "). The following shall constitute an event of default: (i) a fa

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of the Note, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by TPH until 30 days after the completion of the Business Combination and (2) are entitled to registration rights.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Special Meeting, the stockholders of FLFV approved the proposal to amend the Charter to allow FLFV until March 21, 2024 to consummate an initial business combination and may elect to extend Combination Deadline up to nine times, each by an additional New Monthly Extension, for a total of up to nine months to December 21, 2024, by depositing to the Trust Account the New Monthly Extension Payment. On March 18, 2024, the Charter Amendment was filed with the State of Delaware, effective on the same date. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

07. Submission

Item 5.07. Submission of Matters to a Vote of Security Holders. On March 18, 2024, the record date of the Special Meeting, there were 7,986,118 issued and outstanding shares of common stock, including 5,542,368 shares of Class A common stock and 2,443,750 shares of Class B common stock, approximately 76.96% of which were represented in person or by proxy at the Special Meeting. The final results for the matter submitted to a vote of FLFV's stockholders at the Special Meeting are as follows: 1. The Charter Amendment Proposal The stockholders approved the proposal to amend FLFV's Charter to allow FLFV until March 21, 2024 to consummate an initial business combination and may elect to extend the period to consummate an initial business combination up to nine times, each by an additional one-month period, for a total of up to nine months to December 21, 2024, by depositing to the Trust Account the lesser of (i) $60,000 for all public shares and (ii) $0.035 for each public share for each one-month extension. The voting results were as follows: FOR AGAINT ABSTAIN 5,921,294 224,438 0 3

01 Regulation

Item 7.01 Regulation FD Disclosure. On March 19, 2024, FLFV issued a press release (the " Press Release ") announcing the approval of the Charter Amendment by its stockholders, and the execution of the Merger Agreement Amendment. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and the Press Release hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. In connection with the votes to approve the Charter Amendment Proposal, 2,738,699 shares of Class A common stock of FLFV were tendered for redemption. Once the redemption processes are completed and 2,738,699 shares of Class A common stock are cancelled accordingly, FLFV will have 2,803,669 shares of Class A common stock (including 498,875 shares underlying the private placement units sold simultaneously with the IPO of FLV held by certain affiliates of FLFV), and 2,443,750 shares of Class B common stock issued and outstanding. Additional Information and Where to Find It As previously disclosed, on October 26, 2023, FLFV entered into that the Merger Agreement (as may be amended from time to time, the "Merger Agreement"), by and between the by and among FLFV, Merger Sub, and TPH, pursuant to which TPH will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of FLFV (the "Merger"); (ii) each Additional Agreement (as defined in the Merger Agreement); and (iii) the Business Combination. This Report does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. FLFV's stockholders and other interested persons are advised to read, the proxy statement/prospectus on Form S-4, as amended (the "S-4"), filed on December 7, 2023 with the U.S. Securities & Exchange Commission (File No. 333-275933) ("SEC") and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about FLFV, Merger Sub or TPH, and the proposed Business Combination. The S-4 and other relevant materials for the proposed Business Combination will be mailed to stockholders of FLFV as of a record date to be established for voting on the proposed Business Combination. Such stockholders will also be able to obtai

Forward-Looking Statements

Forward-Looking Statements This Report contains certain "forward-looking that are not historical facts, including statements about the pending transactions described herein, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed Business Combination, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed Business Combination, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the pending Business Combination, including the risk that the transaction may not close due to one or more closing conditions to the Business Combination not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the Business Combination or required certain conditions, limitations or restrictions in connection with such approvals; (ii) risks relate

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 1.1 Merger Agreement Amendment, dated March 19, 2024, by and between FLFV, Merger Sub and TPH. 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated March 18, 2024. 10.1 Promissory Note, dated March 19, 2024, issued by FLFV to TPH. 99.1 Press Release, dated March 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Feutune Light Acquisition Corporation Date: March 19, 2024 By: /s/ Yuanmei Ma Name: Yuanmei Ma Title: Chief Financial Officer 6

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View this 8-K filing on SEC EDGAR