Feutune Light Acquisition Corp. Files 8-K

TL;DR

Feutune Light Acquisition Corp. filed an 8-K on June 11, 2024, detailing material agreements and equity sales.

AI Summary

Feutune Light Acquisition Corp. entered into a material definitive agreement on June 11, 2024, related to its business combination. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential business combination activities for Feutune Light Acquisition Corp., which could impact its future stock performance.

Risk Assessment

Risk Level: medium — 8-K filings often signal material events, but without knowing the specifics of the definitive agreement or equity sales, the immediate risk is moderate.

Key Players & Entities

• Feutune Light Acquisition Corp. (company) — Filer of the 8-K report
• June 11, 2024 (date) — Date of earliest event reported
• 0001213900-24-052216 (accession_number) — Accession number for the filing

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
• $600,000,000 — value $0.0001 per share, equal to: (i) $600,000,000, divided by (ii) $10.00 per share in co
• $10.00 — l to: (i) $600,000,000, divided by (ii) $10.00 per share in consideration of convertin
• $500,000 — nt Shortfall from Seller in tranches of $500,000 (the "Additional Prepayment Shortfall"
• $2.00 — f the Valuation Date multiplied by (ii) $2.00. The Seller has agreed to waive any re
• $11.09 — of June 12, 2024, will be approximately $11.09. Forward-Looking Statements This Rep

Filing Documents

• ea0207716-8k425_feutune.htm (8-K) — 77KB
• ea020771601ex10-1_feutune.htm (EX-10.1) — 200KB
• ea020771601ex10-2_feutune.htm (EX-10.2) — 192KB
• 0001213900-24-052216.txt ( ) — 800KB
• flfv-20240611.xsd (EX-101.SCH) — 4KB
• flfv-20240611_def.xml (EX-101.DEF) — 27KB
• flfv-20240611_lab.xml (EX-101.LAB) — 38KB
• flfv-20240611_pre.xml (EX-101.PRE) — 26KB
• ea0207716-8k425_feutune_htm.xml (XML) — 9KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement As previously disclosed, on October 26, 2023, Feutune Light Acquisition Corporation, a Delaware corporation ("FLFV," or "PubCo" upon and following the Merger (as defined herein)), Feutune Light Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of FLFV ("Merger Sub"), and Thunder Power Holdings Limited, a British Virgin Islands company ("Thunder Power"), entered into an Agreement and Plan of Merger (as amended on March 19, 2024 and April 5, 2024, the "Merger Agreement"), pursuant to which, among other things, (1) Thunder Power will merge with and into Merger Sub with Merger Sub surviving as a wholly-owned subsidiary of FLFV (the "Merger"), and (2) shareholders of Thunder Power immediately prior to the Effective Time (as defined in the Merger Agreement) collectively will receive from FLFV, in the aggregate, a number of newly issued shares of common stock of PubCo, par value $0.0001 per share, equal to: (i) $600,000,000, divided by (ii) $10.00 per share in consideration of converting their ordinary shares of Thunder Power, par value $0.0001 per share (collectively, the "Business Combination"). Forward Purchase Agreement with Meteora On June 11, 2024, FLFV and Thunder Power entered into an agreement with (i) Meteora Capital Partners, LP ("MCP"), (ii) Meteora Select Trading Opportunities Master, LP ("MSTO"), and (iii) Meteora Strategic Capital, LLC ("MSC" and, collectively with MCP and MSTO, the "Seller") (the "Forward Purchase Agreement"). For purposes of the Forward Purchase Agreement, (i) FLFV is referred to as the "Counterparty" prior to the consummation of the Business Combination, while PubCo is referred to as the "Counterparty" after the consummation of the Business Combination and (ii) "Shares" means shares of the Class A common stock, par value $0.0001 per share, of FLFV prior to the closing of the Business Combination ("FLFV Shares"), and, after the closing of the Business Combination,

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Shares that may be issued pursuant to the FPA Funding Amount PIPE Subscription Agreement will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

01. Other Events

Item 8.01. Other Events. Trust Disclosure Redemptions As described in the proxy statement/prospectus included in the Registration was declared effective by the SEC on May 10, 2024 (the "Form S-4'), FLFV provided holders of FLFV public shares sold in its initial public offering including shares issued upon the full exercise of the underwriters' over-allotment option (the "FLFV Public Shares") with the opportunity to have all or a portion of their FLFV Public Shares redeemed for cash upon the closing of the Business Combination. As of June 12, 2024, holders of an aggregate of 97.26% or 2,533,295 FLFV Public Shares elected to exercise their right to redeem their FLFV Public Shares for a pro rata portion of the funds in the Trust Account. Based upon the current amount in the Trust Account, FLFV estimates that the per share redemption price, assuming estimated withdrawals from the Trust Account to pay franchise and income taxes owed by FLFV, as of June 12, 2024, will be approximately $11.09.

Forward-Looking Statements

Forward-Looking Statements This Report contains certain "forward-looking 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 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. 4 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 related to the ability of FLFV and Thunder P

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibit No. Description 10.1 Forward Purchase Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation , Thunder Power Holdings Limited , Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC 10.2 Subscription Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation , Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6

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: June 12, 2024 By: /s/ Yuanmei Ma Name: Yuanmei Ma Title: Chief Financial Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR