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UNITEDSTATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
Form
8-K
Current Report
Pursuant to Section13 or 15(d) of the
Securities ExchangeAct of 1934
May 22, 2024
Date of Report (Date ofearliest event reported)
FEUTUNE LIGHT ACQUISITIONCORPORATION
(Exact Name of Registrantas Specified in its Charter)
Delaware 001-41424 87-4620515
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
221 W 9th St #848 19801
Wilmington
,
Delaware
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephonenumber, including area code:
909
-
214-2482
N/A
(Former name or formeraddress, if changed since last report)
Check the appropriatebox below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the followingprovisions:
Written communications pursuant to Rule 425 under the Securities Act
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section12(b) of the Act: None.
Title of each class Trading Symbol Name of each exchange
on which registered
Units, each consisting of one share of Class FLFVU The
A Common Stock, one Warrant and one Right Nasdaq
Stock Market LLC
Class A Common Stock, par FLFV The
value $0.0001 per share Nasdaq
Stock Market LLC
Warrants, each warrant exercisable for one share of FLFVW The
Class A Common Stock at an exercise price of $11.50 Nasdaq
Stock Market LLC
Rights, each right exchangeable for one-tenth (1/10) of one share FLFVR The
of Class A Common Stock at the closing of a business combination Nasdaq
Stock Market LLC
Indicate by check markwhether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR (s)230.405) or
Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR (s)240.12b-2).
Emerging growth company
If an emerging growthcompany, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
orrevised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
Item 2.03 Creationof a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Promissory Notefor Monthly Extension Payment
OnMay 20, 2024, an aggregate of $60,000 (the "
May Monthly Extension Payment
") was deposited into trust account of FeutuneLight Acquisition Corporation
(the "
Company
") for the public stockholders, which enabled the Company to extend theperiod
of time it has to consummate its initial business combination by one month
from May 21, 2024 to June 21, 2024 (the "
MayExtension
"). The May Extension is the third of the up to nine Monthly Extensions
permitted under the Company's Amendedand Restated Certificate of Incorporation
currently in effect.
Inconnection with the May Monthly Extension Payment and pursuant to the
Agreement and Plan of Merger entered into by the Company, ThunderPower
Holdings Limited ("
Thunder Power
"), and Feutune Light Merger Sub, Inc. on October 26, 2023 (as amended, the "
MergerAgreement
"), the Company issued an unsecured promissory note of $60,000 (the "
Note
") to Thunder Power, toevidence the payments made for the May Monthly
Extension Payment.
TheNote bears no interest and is payable in full upon the earlier to occur of
(i) the consummation of the Company's business combination,or (ii) the date of
expiry of the term of the Company (the "
Maturity Date
"). Any of the following will constitute anevent of default under the Note:
(i) a failure to pay the principal within five (5) business days of the
Maturity Date; (ii) the commencementof a voluntary or involuntary bankruptcy
action, (iii) the breach of any of Company's obligations under the Note; (iv)
any crossdefaults; (v) an enforcement proceeding against the Company; or (vi)
it is or becomes unlawful for the Company to perform any of its obligationsunder
the Note, or any obligations of the Company under the Note are not or cease
to be legal, valid, binding or enforceable. Upon theoccurrence of an event of
default specified in (i) or (iv) above, Thunder Power may, by written notice
to the Company, declare the Noteto be due immediately and payable, whereupon
the outstanding principal balance of the Note, and all other amounts payable
under the Note,will become immediately due and payable without presentment,
demand, protest or other notice of any kind. Upon the occurrence of an eventof
default specified in (ii), (iii), (v), (vi) or (vii) above, the outstanding
principal balance of the Note, and all other sums payableunder the Note, will
automatically and immediately become due and payable, in all cases without any
action on the part of Thunder Power.
ThunderPower has the right, but not the obligation, to convert the Note, in
whole or in part, respectively, into private units (the "
Units
")of the Company, that are identical to the public units of the Company,
subject to certain exceptions, as described in the Company'sfinal prospectus
dated June 17, 2022 filed with the SEC and related to the Company's initial
public offering (the "
FinalProspectus
"), by providing the Company with written notice of the intention to convert
at least two (2) business days priorto the closing of the business
combination. The number of Units to be received by Thunder Power in connection
with such conversion willbe an amount determined by dividing (x) the sum of
the outstanding principal amount payable to Thunder Power by (y) $10.00.
Inthe event that the transactions contemplated under the Merger Agreement are
being negotiated in good faith and show a reasonable chanceof being
consummated, Thunder Power, in its sole discretion, may agree on the same or
different terms and conditions to further extendthe monthly extension payments
to the Company, thereby incurring additional promissory notes from the Company
to Thunder Power. So longas there is an outstanding principal balance on the
Note or any additional promissory note from the Company to Thunder Power, the
Companyand Thunder Power must mutually agree to extend the period of time that
the Company has to consummate its initial business combinationpast June 21,
2024.
Theissuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933,as amended.
1
Promissory Notesfor General Corporate Expenses
OnMay 22, 2024, the Company issued an unsecured promissory note of $100,000
(the "
GCE Note I
") to Ling Houng Sham, thespouse of Wellen Sham, Chief Executive Officer of
Thunder Power, to evidence a loan of $100,000 (the "
GCE Loan I
")provided by Ling Houng Sham to the Company. On the same date, the Company
issued another unsecured promissory note of $50,000 (the "
GCENote II
," together with GCE Note I, the "
GCE Notes
") to Rockridge international Inc ("
Rockridge
"),an entity designated by Feutune Light Sponsor LLC (the "
Sponsor
"), the sponsor of the Company, to evidence a loan of$50,000 (the "
GCE Loan II
," together with GCE Loan I, the "
GCE Loans
") provided by Rockridge tothe Company. The GCE Loans are expected to be used
for payments of the Company's general corporate expenses, including those
relatedto the consummation of the business combination with Thunder Power.
TheGCE Note I bears interest at a rate per annum equal to 8% of the
outstanding principal balance. The GCE Note I is payable in full uponthe
earlier to occur of (i) the consummation of the Company's business
combination, or (ii) the Maturity Date. Any of the followingwill constitute an
event of default under the GCE Note I: (i) a failure to pay the principal
within five (5) business days of the MaturityDate; (ii) the commencement of a
voluntary or involuntary bankruptcy action, (iii) the breach of any of
Company's obligations underthe GCE Note I; (iv) any cross defaults; (v) an
enforcement proceeding against the Company; or (vi) it is or becomes unlawful
for theCompany to perform any of its obligations under the GCE Note I, or any
obligations of the Company under the GCE Note I are not or ceaseto be legal,
valid, binding or enforceable. Upon the occurrence of an event of default
specified in (i) or (iv) above, Ling Houng Shammay, by written notice to the
Company, declare the GCE Note I to be due immediately and payable, whereupon
the outstanding principal balanceof the GCE Note I, and all other amounts
payable under the GCE Note I, will become immediately due and payable without
presentment, demand,protest or other notice of any kind. Upon the occurrence
of an event of default specified in (ii), (iii), (v), (vi) or (vii) above,
theoutstanding principal balance of the GCE Note I, and all other sums payable
under the GCE Note I, will automatically and immediately becomedue and
payable, in all cases without any action on the part of Ling Houng Sham.
LingHoung Sham has the right, but not the obligation, to convert the GCE Note
I, in whole or in part, respectively, into the Units of theCompany, that are
identical to the public units of the Company, subject to certain exceptions,
as described in the Company's FinalProspectus, by providing the Company with
written notice of the intention to convert at least two (2) business days
prior to the closingof the business combination. The number of Units to be
received by Ling Houng Sham in connection with such conversion will be an
amountdetermined by dividing (x) the sum of the outstanding principal amount
payable to each Ling Houng Sham by (y) $10.00.
Theterms and conditions of the GCE Note II are substantially identical to the
GCE Note I, except that the GCE Note II bears no interest.
Theissuances of the GCE Notes were made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of1933, as
amended.
Copiesof the Note and the GCE Notes are attached as Exhibit 10.1, 10.2 and
10.3 respectively to this Current Report on Form 8-K and is incorporatedherein
by reference. The disclosures set forth in this Item 2.03 are intended to be
summaries only and are qualified in their entiretyby reference to the Note or
the GCE Notes.
2
Item 3.02 UnregisteredSales of Equity Securities.
Theinformation disclosed under Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02 tothe extent required herein.
The Units (and the underlying securities) issuable upon conversion of the Note
and the GCE Notes, if any,(1) may not, subject to certain limited exceptions,
be transferable or salable by the Sponsor until 30 days after the completion
of theCompany's initial business combination and (2) are entitled to
registration rights.
Item 7.01 RegulationFD Disclosure.
OnMay 22, 2024, the Company issued a press release (the "
Press Release
") announcing that the May Monthly Extension Paymenthas been made, and the
issuances of the Note and the GCE Notes. A copy of the Press Release is
furnished as Exhibit 99.1 hereto. The informationin this Item 7.01 and the
Press Release hereto shall not be deemed "filed" for purposes of Section 18 of
the Securities ExchangeAct of 1934, as amended (the "
Exchange Act
"), or otherwise subject to the liabilities of that section, nor shall itbe
deemed incorporated by reference in any filing under the Securities Act or the
Exchange Act, except as expressly set forth by specificreference in such
filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Promissory Note, dated May 20, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited
10.2 Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to
Ling Houng Sham
10.3 Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to
Rockridge international Inc
99.1 Press Release, dated May 22, 2024
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
3
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
theundersigned hereunto duly authorized.
Feutune Light Acquisition Corporation
Date: May 22, 2024 By: /s/ Yuanmei Ma
Name: Yuanmei Ma
Title: Chief Financial Officer
4
Exhibit 10.1
THISPROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT").THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
REGISTRATION OF THE RESALETHEREOF UNDER THE SECURITIES ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCHREGISTRATION IS NOT REQUIRED.
PROMISSORYNOTE
PrincipalAmount: up to US$60,000
Dated:May 20, 2024
FORVALUE RECEIVED
, Feutune Light Acquisition Corporation (the "
Maker
" or the "
Company
") promisesto pay to the order of Thunder Power Holdings Limited, if prior to
the Closing Date as such terms are defined in the Merger Agreement(as defined
below), or the Surviving Corporation, if after the Closing Date (the
"Payee
" or "
TPH
"),for the outstanding principal balance (the "
Outstanding Principal Balance
") up to Sixty Thousand US Dollars (US$60,000),on the terms and conditions
described below. All payments on this Note shall be made by wire transfer of
immediately available fundsto such account as the Payee may from time to time
designate by written notice in accordance with the provisions of this note
(the "
Note
").Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the certain Agreement and Plan ofMerger dated
October 26, 2023, as amended by the certain Amendment to Agreement and Plan of
Merger dated March 19, 2024 and AmendmentNo.2 to Agreement and Plan of Merger
dated April 5, 2024, by and among the Maker, the Payee and Feutune Light
Merger Sub, Inc., a Delawarecorporation and a wholly-owned subsidiary of the
Maker (as amended, the "
Merger Agreement
").
1.
Principal.
TheOutstanding Principal Balance of this Note shall be payable by the Maker to
the Payee in full upon the earlier to occur of (i) the dateon which the Maker
consummates a business combination or merger with the Payee which is a
qualified target company (as described in itsProspectus (as defined below))
(the "
Business Combination
") pursuant to a merger agreement (the "Merger Agreement"),and (ii) the date
of expiry of the term of the Maker (each such date, the "
Maturity Date
"). The principal balancemay be prepaid at any time prior to the Maturity Date
without penalty. Under no circumstances shall any individual, including but
notlimited to any officer, director, employee or stockholder of the Maker, be
obligated personally for any obligations or liabilities ofthe Maker hereunder.
2.
Purposeof the Note
. This Note is issued pursuant to the Merger Agreement and the proceeds of
this Note is for the purpose for the Makerto fund its trust account to extend
the date by which the Maker must complete its initial business combination
from May 21, 2024 to June21, 2024.
3.
Repayment;Extension.
The Payee, in its sole discretion, may determine that the repayment of the
Outstanding Principal Balance be in cash,or in conversion pursuant to Section
4, on the Maturity Date. In the event that the Business Combination is being
negotiated in goodfaith and shows a reasonable chance of being consummated,
the Payee in its sole discretion may agree on the same or different terms
andconditions to further extend the monthly extension payments to the Maker,
thereby incurring additional promissory notes from the Makerto the Payee. So
long of there is an Outstanding Principal Balance to this Note or any
additional promissory note, the Maker and thePayee must mutually agree if to
extend the consummation of the Business Combination Period beyond June 21,
2024.
4.
ConversionRights
. The Payee has the right, but not the obligation, to convert this Note, in
whole or in part, into private units (the "
Units
")of the Maker, each consisting of one share of Class A common stock, one
warrant and one right to receive one-tenth (1/10) of one shareof Class A
common stock of the Maker, that are identical to the public units of the
Maker, as described in the Prospectus of the Maker(File Number 333-264221)
(the "
Prospectus
"), by providing the Maker with written notice of its intention to convertthis
Note at least two business days prior to the closing of the Business
Combination. The number of Units to be received by the Payeein connection with
such conversion shall be an amount determined by dividing (x) the sum of the
Outstanding Principal Balance payableto such Payee by (y) $10.00.
a.
FractionalUnits
. No fractional Units will be issued upon conversion of this Note. In lieu of
any fractional Shares to which Payee would otherwisebe entitled, the Maker
will pay to Payee in cash the amount of the unconverted Outstanding Principal
Balance of this Note that wouldotherwise be converted into such fractional
Unit.
b.
Effectof Conversion
. If the Maker timely receives notice of the Payee's intention to convert this
Note at least two business daysprior to the closing of the Business
Combination, this Note shall be deemed to be converted on such closing date.
At its expense, theMaker will, upon receipt of such conversion notice, as soon
as practicable after consummation of the Business Combination, issue
anddeliver to Payee, at Payee's address as requested by Payee in its
conversion notice, a certificate or certificates for the numberof Units to
which Payee is entitled upon such conversion (bearing such legends as are
customary pursuant to applicable state and federalsecurities laws), including
a check payable to Payee for any cash amounts payable as a result of any
fractional Units as described herein.
5.
Interest.
ThisNote does not carry any interest on the Outstanding Principal Balance of
this Note, provided, that, any Outstanding Principal Balancenot paid on the
Maturity Date shall accrue default interest at a rate per annum equal to the
interest rate which is the prevailing shortterm United States Treasury Bill
rate, from the Maturity Date until the day on which all Outstanding Principal
Balance due are receivedby the Payee in cash.
6.
Applicationof Payments.
All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due underthis Note, including but not limited to
reasonable attorney's and auditor's fees and expenses, then to the payment in
fullof any late charges, and finally to the reduction of the Outstanding
Principal Balance of this Note.
7.
Eventsof Default.
The following shall constitute an event of default (each, an "
Event of Default
"):
a.
Failureto Make Required Payments.
Failure by the Maker to pay the Outstanding Principal Balance due pursuant to
this Note more than5 business days after the Maturity Date.
b.
VoluntaryBankruptcy, etc.
The commencement by the Maker of a voluntary case under any applicable
bankruptcy, insolvency, reorganization,rehabilitation or other similar law, or
the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee,trustee, custodian, sequestrator (or other similar
official) of the Maker or for any substantial part of its property, or the
makingby it of any assignment for the benefit of creditors, or the failure of
the Maker generally to pay its debts as such debts become due,or the taking of
corporate action by the Maker in furtherance of any of the foregoing.
c.
InvoluntaryBankruptcy, etc.
The entry of a decree or order for relief by a court having jurisdiction in
the premises in respect of theMaker in an involuntary case under any
applicable bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator,assignee, custodian, trustee, sequestrator (or similar
official) of the Maker or for any substantial part of its property, or
orderingthe winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of60 consecutive
days.
d.
Breachof Other Obligations.
The Maker fails to perform or comply with any one or more of its obligations
under this Note includingthe application of the proceeds of the Note to fund
any other activities of the Maker other than the monthly extension payments.
e.
CrossDefault.
Any present or future indebtedness of the Maker in respect of moneys borrowed
or raised becomes (or becomes capableof being declared) due and payable prior
to its stated maturity by reason of any event of default, or any such
indebtedness is not paidwhen due or, as the case may be, within any applicable
grace period.
f.
EnforcementProceedings.
A distress, attachment, execution or other legal process is levied or enforced
on or against any assets of theMaker which is not discharged or stayed within
30 days.
g.
Unlawfulnessand Invalidity.
It is or becomes unlawful for the Maker to perform any of its obligations
under this Note, or any obligationsof the Maker under this Note are not or
cease to be legal, valid, binding or enforceable.
2
8.
Remedies.
a.Upon the occurrence of an Event of Default specified in Section 7(a) and
7(d) hereof, the Payee may, by written notice to the Maker,declare this Note
to be due immediately and payable, whereupon the Outstanding Principal Balance
of this Note, and all other amountspayable hereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any
kind, all ofwhich are hereby expressly waived, notwithstanding anything
contained herein or in the documents evidencing the same to the contrary.
b.Upon the occurrence of an Event of Default specified in Sections 7(b), 7(c),
7(e), 7(f) and 7(g) hereof, the Outstanding Principal Balanceof this Note, and
all other sums payable with regard to this Note hereunder, shall automatically
and immediately become due and payable,in all cases without any action on the
part of the Payee.
9.
Taxes.
TheMaker will pay all amounts due hereunder free and clear of and without
reduction for any taxes, levies, imposts, deductions, withholdingor charges
imposed or levied by any governmental authority or any political subdivision
or taxing authority thereof with respect thereto("
Taxes
"). The Maker will pay on behalf of the Payee all such Taxes so imposed or
levied and any additional amountsas may be necessary so that the net payment
of principal and any interest on this Note received by the Payee after payment
of all suchTaxes shall be not less than the full amount provided hereunder.
10.
Waivers.
TheMaker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest,and notice
of protest with regard to the Note, all errors, defects and imperfections in
any proceedings instituted by the Payee underthe terms of this Note, and all
benefits that might accrue to the Maker by virtue of any present or future
laws exempting any property,real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale
under execution,or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and the Maker agrees that anyreal
estate that may be levied upon pursuant to a judgment obtained by virtue
hereof or any writ of execution issued hereon, may be soldupon any such writ
in whole or in part in any order desired by the Payee.
11.
UnconditionalLiability.
The Maker hereby waives all notices in connection with the delivery,
acceptance, performance, default, or enforcementof the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the
liability of any other party,and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or
consented toby the Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by the Payee
withrespect to the payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may becomeparties hereto
without notice to the Maker or affecting the Maker's liability hereunder. For
the purpose of this Note, "businessday" shall mean a day (other than a
Saturday, Sunday or public holiday) on which banks are open in New York City,
New York, theBritish Virgin Islands, Hong Kong or Taiwan for general banking
business.
12.
Notices.
Allnotices, statements or other documents which are required or contemplated
by this Note shall be made in writing and delivered: (i) personallyor sent by
first class registered or certified mail, overnight courier service to the
address most recently provided in writing to suchparty or such other address
as may be designated in writing by such party, (ii) by fax to the number most
recently provided to such partyor such other fax number as may be designated
in writing by such party, or (iii) by email, to the email address most
recently providedto such party or such other email address as may be
designated in writing by such party. Any notice or other communication so
transmittedshall be deemed to have been given on (a) the day of delivery, if
delivered personally, (b) only if the receipt is acknowledged, theday after
such receipt, if sent by fax or email, (c) the business day after delivery to
an overnight courier service, if sent by an overnightcourier service, or (d) 5
days after mailing if sent by first class registered or certified mail.
13.
Construction.
ThisNote shall be construed and enforced in accordance with the laws of New
York, without regard to conflict of law provisions thereof.
3
14.
Severability.
Anyprovision contained in this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffectiveto the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibitionor unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. The Payeehereby waives any and all right, title,
interest or claim of any kind ("
Claim
") in or to any amounts contained inthe trust account deriving from the
proceeds of the IPO conducted by the Maker, as described in greater detail in
the Prospectus filedwith the Securities and Exchange Commission in connection
with the IPO (the "
Trust Account Funds
") set aside for thebenefit of the public shareholders of the Maker and the
underwriters of the IPO pursuant to the Investment Management Trust
Agreement(as defined in the Prospectus), and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim from suchsums
in the Trust Account Funds. If Maker does not consummate the Business
Combination, this Note shall be repaid from amounts remainingin the Trust
Account Funds after the payment of the public shareholders and the
underwriters of the IPO, if any, and from the proceedsof the sale of
securities in a private placement if any as described in greater detail in
Section 7.5 of the Merger Agreement. If Makerconsummates any business
combination with any target company, this Note shall be repaid from the
proceeds of such business combinationin the form determined by the Payee in
its sole discretion.
15.
Amendment;
Waiver.Any amendment hereto or waiver of any provision hereof may be made
with, and only with, the written consent of the Maker and the Payee.
16.
Assignment.
ThisNote shall be binding upon the Maker and its successors and assignees and
is for the benefit of the Payee and its successors and assignees,except that
the Maker may not assign or otherwise transfer its rights or obligations under
this Note. The Payee may at any time withoutthe consent of or notice to the
Maker assign to one or more entities all or a portion of its rights under this
Note.
[signaturepage follows]
4
TheParties, intending to be legally bound hereby, have caused this Note to be
duly executed by the undersigned as of the day and year firstabove written.
MAKER
:
FeutuneLight Acquisition Corporation,
if prior to the Merger Effective Time
or
PubCo
,if after the Merger Effective Time
By: /s/ Yuanmei Ma
Name: Yuanmei Ma
Title: Chief Financial Officer
PAYEE:
ThunderPower Holdings Limited,
if prior to the Closing Date
or
SurvivingCorporation,
if after the Closing Date
By: /s/ Wellen Sham
Name: Wellen Sham
Title: Chief Executive Officer of TPH
[signaturepage to the promissory note]
Exhibit 10.2
THISPROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT").THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
REGISTRATION OF THE RESALETHEREOF UNDER THE SECURITIES ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCHREGISTRATION IS NOT REQUIRED.
PROMISSORYNOTE
PrincipalAmount: up to US$100,000
Dated:May 22, 2024
FORVALUE RECEIVED
, Feutune Light Acquisition Corporation (the "
Maker
" or the "
Company
") promisesto pay to the order of Ling Houng Sham (the
"Payee
"), for the outstanding principal balance (the "
OutstandingPrincipal Balance
") up to One Hundred Thousand US Dollars (US$100,000), on the terms and
conditions described below. All paymentson this Note shall be made by wire
transfer of immediately available funds to such account as the Payee may from
time to time designateby written notice in accordance with the provisions of
this note (the "
Note
"). Capitalized terms used and not otherwisedefined herein shall have the
meanings given such terms in the certain Agreement and Plan of Merger dated
October 26, 2023, as amendedby the certain Amendment to Agreement and Plan of
Merger dated March 19, 2024 and Amendment No.2 to Agreement and Plan of Merger
datedApril 5, 2024, by and among the Maker, Thunder Power Holdings Limited ("
Thunder Power
") and Feutune Light Merger Sub,Inc., a Delaware corporation and a
wholly-owned subsidiary of the Maker (as amended, the "
Merger Agreement
").
1.
Principal.
TheOutstanding Principal Balance of this Note shall be payable by the Maker to
the Payee in full upon the earlier to occur of (i) the dateon which the Maker
consummates a business combination or merger with Thunder Power which is a
qualified target company (as describedin its Prospectus (as defined below))
(the "
Business Combination
") pursuant to a merger agreement (the "MergerAgreement"), and (ii) the date
of expiry of the term of the Maker (each such date, the "
Maturity Date
"). Theprincipal balance may be prepaid at any time prior to the Maturity Date
without penalty. Under no circumstances shall any individual,including but not
limited to any officer, director, employee or stockholder of the Maker, be
obligated personally for any obligationsor liabilities of the Maker hereunder.
2.
Purposeof the Note
. The proceeds of this Note are for the purpose paying the Maker's general
corporate expenses.
3.
Repayment;Extension.
The Payee, in her sole discretion, may determine that the repayment of the
Outstanding Principal Balance be in cash,or in conversion pursuant to Section
4, on the Maturity Date.
4.
ConversionRights
. The Payee has the right, but not the obligation, to convert this Note
including the outstanding principal and accrued interests,in whole or in part,
into private units (the "
Units
") of the Maker, each consisting of one share of Class A commonstock, one
warrant and one right to receive one-tenth (1/10) of one share of Class A
common stock of the Maker, that are identical tothe public units of the Maker,
as described in the Prospectus of the Maker (File Number 333-264221) (the "
Prospectus
"),by providing the Maker with written notice of its intention to convert this
Note at least two business days prior to the closing of theBusiness
Combination. The number of Units to be received by the Payee in connection
with such conversion shall be an amount determinedby dividing (x) the sum of
the Outstanding Principal Balance payable to such Payee by (y) $10.00.
a.
FractionalUnits
. No fractional Units will be issued upon conversion of this Note. In lieu of
any fractional Shares to which Payee would otherwisebe entitled, the Maker
will pay to Payee in cash the amount of the unconverted Outstanding Principal
Balance of this Note that wouldotherwise be converted into such fractional
Unit.
b.
Effectof Conversion
. If the Maker timely receives notice of the Payee's intention to convert this
Note at least two business daysprior to the closing of the Business
Combination, this Note shall be deemed to be converted on such closing date.
At its expense, theMaker will, upon receipt of such conversion notice, as soon
as practicable after consummation of the Business Combination, issue
anddeliver to Payee, at Payee's address as requested by Payee in her
conversion notice, a certificate or certificates for the numberof Units to
which Payee is entitled upon such conversion (bearing such legends as are
customary pursuant to applicable state and federalsecurities laws), including
a check payable to Payee for any cash amounts payable as a result of any
fractional Units as described herein.
5.
Interest.
ThisNote bears interest at a rate per annum equal to 8% of the Outstanding
Principal Balance, from the date the Outstanding Principal Balancewas made
until the Outstanding Principal Balance is paid in full.
6.
Applicationof Payments.
All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due underthis Note, including but not limited to
reasonable attorney's and auditor's fees and expenses, then to the payment in
fullof any late charges, and finally to the reduction of the Outstanding
Principal Balance of this Note.
7.
Eventsof Default.
The following shall constitute an event of default (each, an "
Event of Default
"):
a.
Failureto Make Required Payments.
Failure by the Maker to pay the Outstanding Principal Balance due pursuant to
this Note more than5 business days after the Maturity Date.
b.
VoluntaryBankruptcy, etc.
The commencement by the Maker of a voluntary case under any applicable
bankruptcy, insolvency, reorganization,rehabilitation or other similar law, or
the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee,trustee, custodian, sequestrator (or other similar
official) of the Maker or for any substantial part of its property, or the
makingby it of any assignment for the benefit of creditors, or the failure of
the Maker generally to pay its debts as such debts become due,or the taking of
corporate action by the Maker in furtherance of any of the foregoing.
c.
InvoluntaryBankruptcy, etc.
The entry of a decree or order for relief by a court having jurisdiction in
the premises in respect of theMaker in an involuntary case under any
applicable bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator,assignee, custodian, trustee, sequestrator (or similar
official) of the Maker or for any substantial part of its property, or
orderingthe winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of60 consecutive
days.
d.
Breachof Other Obligations.
The Maker fails to perform or comply with any one or more of its obligations
under this Note includingthe application of the proceeds of the Note to fund
any other activities of the Maker other than the monthly extension payments.
e.
CrossDefault.
Any present or future indebtedness of the Maker in respect of moneys borrowed
or raised becomes (or becomes capableof being declared) due and payable prior
to its stated maturity by reason of any event of default, or any such
indebtedness is not paidwhen due or, as the case may be, within any applicable
grace period.
f.
EnforcementProceedings.
A distress, attachment, execution or other legal process is levied or enforced
on or against any assets of theMaker which is not discharged or stayed within
30 days.
g.
Unlawfulnessand Invalidity.
It is or becomes unlawful for the Maker to perform any of its obligations
under this Note, or any obligationsof the Maker under this Note are not or
cease to be legal, valid, binding or enforceable.
8.
Remedies.
a.Upon the occurrence of an Event of Default specified in Section 7(a) and
7(d) hereof, the Payee may, by written notice to the Maker,declare this Note
to be due immediately and payable, whereupon the Outstanding Principal Balance
of this Note, and all other amountspayable hereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any
kind, all ofwhich are hereby expressly waived, notwithstanding anything
contained herein or in the documents evidencing the same to the contrary.
2
b.Upon the occurrence of an Event of Default specified in Sections 7(b), 7(c),
7(e), 7(f) and 7(g) hereof, the Outstanding Principal Balanceof this Note, and
all other sums payable with regard to this Note hereunder, shall automatically
and immediately become due and payable,in all cases without any action on the
part of the Payee.
9.
Taxes.
TheMaker will pay all amounts due hereunder free and clear of and without
reduction for any taxes, levies, imposts, deductions, withholdingor charges
imposed or levied by any governmental authority or any political subdivision
or taxing authority thereof with respect thereto("
Taxes
"). The Maker will pay on behalf of the Payee all such Taxes so imposed or
levied and any additional amountsas may be necessary so that the net payment
of principal and any interest on this Note received by the Payee after payment
of all suchTaxes shall be not less than the full amount provided hereunder.
10.
Waivers.
TheMaker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest,and notice
of protest with regard to the Note, all errors, defects and imperfections in
any proceedings instituted by the Payee underthe terms of this Note, and all
benefits that might accrue to the Maker by virtue of any present or future
laws exempting any property,real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale
under execution,or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and the Maker agrees that anyreal
estate that may be levied upon pursuant to a judgment obtained by virtue
hereof or any writ of execution issued hereon, may be soldupon any such writ
in whole or in part in any order desired by the Payee.
11.
UnconditionalLiability.
The Maker hereby waives all notices in connection with the delivery,
acceptance, performance, default, or enforcementof the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the
liability of any other party,and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or
consented toby the Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by the Payee
withrespect to the payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may becomeparties hereto
without notice to the Maker or affecting the Maker's liability hereunder. For
the purpose of this Note, "businessday" shall mean a day (other than a
Saturday, Sunday or public holiday) on which banks are open in New York City,
New York, theBritish Virgin Islands, Hong Kong or Taiwan for general banking
business.
12.
Notices.
Allnotices, statements or other documents which are required or contemplated
by this Note shall be made in writing and delivered: (i) personallyor sent by
first class registered or certified mail, overnight courier service to the
address most recently provided in writing to suchparty or such other address
as may be designated in writing by such party, (ii) by fax to the number most
recently provided to such partyor such other fax number as may be designated
in writing by such party, or (iii) by email, to the email address most
recently providedto such party or such other email address as may be
designated in writing by such party. Any notice or other communication so
transmittedshall be deemed to have been given on (a) the day of delivery, if
delivered personally, (b) only if the receipt is acknowledged, theday after
such receipt, if sent by fax or email, (c) the business day after delivery to
an overnight courier service, if sent by an overnightcourier service, or (d) 5
days after mailing if sent by first class registered or certified mail.
13.
Construction.
ThisNote shall be construed and enforced in accordance with the laws of New
York, without regard to conflict of law provisions thereof.
3
14.
Severability.
Anyprovision contained in this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffectiveto the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibitionor unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. The Payeehereby waives any and all right, title,
interest or claim of any kind ("
Claim
") in or to any amounts contained inthe trust account deriving from the
proceeds of the IPO conducted by the Maker, as described in greater detail in
the Prospectus filedwith the Securities and Exchange Commission in connection
with the IPO (the "
Trust Account Funds
") set aside for thebenefit of the public shareholders of the Maker and the
underwriters of the IPO pursuant to the Investment Management Trust
Agreement(as defined in the Prospectus), and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim from suchsums
in the Trust Account Funds. If Maker does not consummate the Business
Combination, this Note shall be repaid from amounts remainingin the Trust
Account Funds after the payment of the public shareholders and the
underwriters of the IPO, if any, and from the proceedsof the sale of
securities in a private placement if any as described in greater detail in
Section 7.5 of the Merger Agreement. If Makerconsummates any business
combination with any target company, this Note shall be repaid from the
proceeds of such business combinationin the form determined by the Payee in
her sole discretion.
15.
Amendment;
Waiver.Any amendment hereto or waiver of any provision hereof may be made
with, and only with, the written consent of the Maker and the Payee.
16.
Assignment.
ThisNote shall be binding upon the Maker and its successors and assignees and
is for the benefit of the Payee and her successors and assignees,except that
the Maker may not assign or otherwise transfer its rights or obligations under
this Note. The Payee may at any time withoutthe consent of or notice to the
Maker assign to one or more entities all or a portion of her rights under this
Note.
[signaturepage follows]
4
TheParties, intending to be legally bound hereby, have caused this Note to be
duly executed by the undersigned as of the day and year firstabove written.
MAKER
:
FeutuneLight Acquisition Corporation,
if prior to the Merger Effective Time
or
PubCo
,if after the Merger Effective Time
By: /s/ Yuanmei Ma
Name: Yuanmei Ma
Title: Chief Financial Officer
PAYEE:
LingHoung Sham
By: /s/ Ling Houng Sham
Name: Ling Houng Sham
[signaturepage to the promissory note]
Exhibit 10.3
THISPROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT").THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
REGISTRATION OF THE RESALETHEREOF UNDER THE SECURITIES ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCHREGISTRATION IS NOT REQUIRED.
PROMISSORYNOTE
PrincipalAmount: up to US$50,000
Dated:May 22, 2024
FORVALUE RECEIVED
, Feutune Light Acquisition Corporation (the "
Maker
" or the "
Company
") promisesto pay to the order of Rockridge international Inc (the
"Payee
"), an entity designated by Feutune Light SponsorLLC, the sponsor of the
Company, for the outstanding principal balance (the "
Outstanding Principal Balance
") up toFifty Thousand US Dollars (US$50,000), on the terms and conditions
described below. All payments on this Note shall be made by wire transferof
immediately available funds to such account as the Payee may from time to time
designate by written notice in accordance with theprovisions of this note (the
"
Note
"). Capitalized terms used and not otherwise defined herein shall have the
meaningsgiven such terms in the certain Agreement and Plan of Merger dated
October 26, 2023, as amended by the certain Amendment to Agreementand Plan of
Merger dated March 19, 2024 and Amendment No.2 to Agreement and Plan of Merger
dated April 5, 2024, by and among the Maker,Thunder Power Holdings Limited ("
Thunder Power
") and Feutune Light Merger Sub, Inc., a Delaware corporation and
awholly-owned subsidiary of the Maker (as amended, the "
Merger Agreement
").
1.
Principal.
TheOutstanding Principal Balance of this Note shall be payable by the Maker to
the Payee in full upon the earlier to occur of (i) the dateon which the Maker
consummates a business combination or merger with Thunder Power, which is a
qualified target company (as describedin its Prospectus (as defined below))
(the "
Business Combination
") pursuant to a merger agreement (the "MergerAgreement"), and (ii) the date
of expiry of the term of the Maker (each such date, the "
Maturity Date
"). Theprincipal balance may be prepaid at any time prior to the Maturity Date
without penalty. Under no circumstances shall any individual,including but not
limited to any officer, director, employee or stockholder of the Maker, be
obligated personally for any obligationsor liabilities of the Maker hereunder.
2.
Purposeof the Note
. The proceeds of this Note are for the purpose paying the Maker's general
corporate expenses.
3.
Repayment;Extension.
The Payee, in its sole discretion, may determine that the repayment of the
Outstanding Principal Balance be in cash,or in conversion pursuant to Section
4, on the Maturity Date.
4.
ConversionRights
. The Payee has the right, but not the obligation, to convert this Note, in
whole or in part, into private units (the "
Units
")of the Maker, each consisting of one share of Class A common stock, one
warrant and one right to receive one-tenth (1/10) of one shareof Class A
common stock of the Maker, that are identical to the public units of the
Maker, as described in the Prospectus of the Maker(File Number 333-264221)
(the "
Prospectus
"), by providing the Maker with written notice of its intention to convertthis
Note at least two business days prior to the closing of the Business
Combination. The number of Units to be received by the Payeein connection with
such conversion shall be an amount determined by dividing (x) the sum of the
Outstanding Principal Balance payableto such Payee by (y) $10.00.
a.
FractionalUnits
. No fractional Units will be issued upon conversion of this Note. In lieu of
any fractional Shares to which Payee would otherwisebe entitled, the Maker
will pay to Payee in cash the amount of the unconverted Outstanding Principal
Balance of this Note that wouldotherwise be converted into such fractional
Unit.
b.
Effectof Conversion
. If the Maker timely receives notice of the Payee's intention to convert this
Note at least two business daysprior to the closing of the Business
Combination, this Note shall be deemed to be converted on such closing date.
At its expense, theMaker will, upon receipt of such conversion notice, as soon
as practicable after consummation of the Business Combination, issue
anddeliver to Payee, at Payee's address as requested by Payee in its
conversion notice, a certificate or certificates for the numberof Units to
which Payee is entitled upon such conversion (bearing such legends as are
customary pursuant to applicable state and federalsecurities laws), including
a check payable to Payee for any cash amounts payable as a result of any
fractional Units as described herein.
5.
Interest.
ThisNote does not carry any interest on the Outstanding Principal Balance of
this Note, provided, that, any Outstanding Principal Balancenot paid on the
Maturity Date shall accrue default interest at a rate per annum equal to the
interest rate which is the prevailing shortterm United States Treasury Bill
rate, from the Maturity Date until the day on which all Outstanding Principal
Balance due are receivedby the Payee in cash.
6.
Applicationof Payments.
All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due underthis Note, including but not limited to
reasonable attorney's and auditor's fees and expenses, then to the payment in
fullof any late charges, and finally to the reduction of the Outstanding
Principal Balance of this Note.
7.
Eventsof Default.
The following shall constitute an event of default (each, an "
Event of Default
"):
a.
Failureto Make Required Payments.
Failure by the Maker to pay the Outstanding Principal Balance due pursuant to
this Note more than5 business days after the Maturity Date.
b.
VoluntaryBankruptcy, etc.
The commencement by the Maker of a voluntary case under any applicable
bankruptcy, insolvency, reorganization,rehabilitation or other similar law, or
the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee,trustee, custodian, sequestrator (or other similar
official) of the Maker or for any substantial part of its property, or the
makingby it of any assignment for the benefit of creditors, or the failure of
the Maker generally to pay its debts as such debts become due,or the taking of
corporate action by the Maker in furtherance of any of the foregoing.
c.
InvoluntaryBankruptcy, etc.
The entry of a decree or order for relief by a court having jurisdiction in
the premises in respect of theMaker in an involuntary case under any
applicable bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator,assignee, custodian, trustee, sequestrator (or similar
official) of the Maker or for any substantial part of its property, or
orderingthe winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of60 consecutive
days.
d.
Breachof Other Obligations.
The Maker fails to perform or comply with any one or more of its obligations
under this Note includingthe application of the proceeds of the Note to fund
any other activities of the Maker other than the monthly extension payments.
e.
CrossDefault.
Any present or future indebtedness of the Maker in respect of moneys borrowed
or raised becomes (or becomes capableof being declared) due and payable prior
to its stated maturity by reason of any event of default, or any such
indebtedness is not paidwhen due or, as the case may be, within any applicable
grace period.
f.
EnforcementProceedings.
A distress, attachment, execution or other legal process is levied or enforced
on or against any assets of theMaker which is not discharged or stayed within
30 days.
g.
Unlawfulnessand Invalidity.
It is or becomes unlawful for the Maker to perform any of its obligations
under this Note, or any obligationsof the Maker under this Note are not or
cease to be legal, valid, binding or enforceable.
8.
Remedies.
a.Upon the occurrence of an Event of Default specified in Section 7(a) and
7(d) hereof, the Payee may, by written notice to the Maker,declare this Note
to be due immediately and payable, whereupon the Outstanding Principal Balance
of this Note, and all other amountspayable hereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any
kind, all ofwhich are hereby expressly waived, notwithstanding anything
contained herein or in the documents evidencing the same to the contrary.
b.Upon the occurrence of an Event of Default specified in Sections 7(b), 7(c),
7(e), 7(f) and 7(g) hereof, the Outstanding Principal Balanceof this Note, and
all other sums payable with regard to this Note hereunder, shall automatically
and immediately become due and payable,in all cases without any action on the
part of the Payee.
2
9.
Taxes.
TheMaker will pay all amounts due hereunder free and clear of and without
reduction for any taxes, levies, imposts, deductions, withholdingor charges
imposed or levied by any governmental authority or any political subdivision
or taxing authority thereof with respect thereto("
Taxes
"). The Maker will pay on behalf of the Payee all such Taxes so imposed or
levied and any additional amountsas may be necessary so that the net payment
of principal and any interest on this Note received by the Payee after payment
of all suchTaxes shall be not less than the full amount provided hereunder.
10.
Waivers.
TheMaker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest,and notice
of protest with regard to the Note, all errors, defects and imperfections in
any proceedings instituted by the Payee underthe terms of this Note, and all
benefits that might accrue to the Maker by virtue of any present or future
laws exempting any property,real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale
under execution,or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and the Maker agrees that anyreal
estate that may be levied upon pursuant to a judgment obtained by virtue
hereof or any writ of execution issued hereon, may be soldupon any such writ
in whole or in part in any order desired by the Payee.
11.
UnconditionalLiability.
The Maker hereby waives all notices in connection with the delivery,
acceptance, performance, default, or enforcementof the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the
liability of any other party,and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or
consented toby the Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by the Payee
withrespect to the payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may becomeparties hereto
without notice to the Maker or affecting the Maker's liability hereunder. For
the purpose of this Note, "businessday" shall mean a day (other than a
Saturday, Sunday or public holiday) on which banks are open in New York City,
New York, theBritish Virgin Islands, Hong Kong or Taiwan for general banking
business.
12.
Notices.
Allnotices, statements or other documents which are required or contemplated
by this Note shall be made in writing and delivered: (i) personallyor sent by
first class registered or certified mail, overnight courier service to the
address most recently provided in writing to suchparty or such other address
as may be designated in writing by such party, (ii) by fax to the number most
recently provided to such partyor such other fax number as may be designated
in writing by such party, or (iii) by email, to the email address most
recently providedto such party or such other email address as may be
designated in writing by such party. Any notice or other communication so
transmittedshall be deemed to have been given on (a) the day of delivery, if
delivered personally, (b) only if the receipt is acknowledged, theday after
such receipt, if sent by fax or email, (c) the business day after delivery to
an overnight courier service, if sent by an overnightcourier service, or (d) 5
days after mailing if sent by first class registered or certified mail.
13.
Construction.
ThisNote shall be construed and enforced in accordance with the laws of New
York, without regard to conflict of law provisions thereof.
14.
Severability.
Anyprovision contained in this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffectiveto the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibitionor unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. The Payeehereby waives any and all right, title,
interest or claim of any kind ("
Claim
") in or to any amounts contained inthe trust account deriving from the
proceeds of the IPO conducted by the Maker, as described in greater detail in
the Prospectus filedwith the Securities and Exchange Commission in connection
with the IPO (the "
Trust Account Funds
") set aside for thebenefit of the public shareholders of the Maker and the
underwriters of the IPO pursuant to the Investment Management Trust
Agreement(as defined in the Prospectus), and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim from suchsums
in the Trust Account Funds. If Maker does not consummate the Business
Combination, this Note shall be repaid from amounts remainingin the Trust
Account Funds after the payment of the public shareholders and the
underwriters of the IPO, if any, and from the proceedsof the sale of
securities in a private placement if any as described in greater detail in
Section 7.5 of the Merger Agreement. If Makerconsummates any business
combination with any target company, this Note shall be repaid from the
proceeds of such business combinationin the form determined by the Payee in
its sole discretion.
15.
Amendment;
Waiver.Any amendment hereto or waiver of any provision hereof may be made
with, and only with, the written consent of the Maker and the Payee.
16.
Assignment.
ThisNote shall be binding upon the Maker and its successors and assignees and
is for the benefit of the Payee and its successors and assignees,except that
the Maker may not assign or otherwise transfer its rights or obligations under
this Note. The Payee may at any time withoutthe consent of or notice to the
Maker assign to one or more entities all or a portion of its rights under this
Note.
[signaturepage follows]
3
TheParties, intending to be legally bound hereby, have caused this Note to be
duly executed by the undersigned as of the day and year firstabove written.
MAKER
:
FeutuneLight Acquisition Corporation,
if prior to the Merger Effective Time
or
PubCo
,if after the Merger Effective Time
By: /s/ Yuanmei Ma
Name: Yuanmei Ma
Title: Chief Financial Officer
PAYEE:
Rockridgeinternational Inc
By: /s/ Sam Yu
Name: Sam Yu
Title: Chief Executive Officer
[signaturepage to the promissory note]
Exhibit 99.1
FeutuneLight Acquisition Corporation Announces Extension of the Deadline for
an Initial Business Combination and Issuances of Promissory Notes
Wilmington, DE, May 22, 2024 (GLOBE NEWSWIRE)--
Feutune Light Acquisition Corporation (NASDAQ: FLFV) (the "Company"), a blank
check company incorporated as aDelaware corporation, today announced that, in
order to extend the date by which the Company must complete its initial
business combinationfrom May 21, 2024 to June 21, 2024, an aggregate of
$60,000 has been deposited into Company's trust account (the "Trust Account").
Pursuantto the Company's Amended and Restated Certificate of Incorporation
currently in effect, the Company may extend on monthly basisfrom March 21,
2024 until December 21, 2024 or such an earlier date as may be determined by
its board to complete a business combinationby depositing $60,000 for each
month into the Trust Account.
OnMay 22, 2024, the Company issued two promissory notes with an aggregate
amount of $150,000 to evidence two loans (the "Loans")from certain lenders.
The proceeds of the Loans are expected to be used for payments of the
Company's general corporate expenses,including those related to the
consummation of the ongoing business combination.
AboutFeutune Light Acquisition Corporation
FeutuneLight Acquisition Corporation is a blank check company formed as a
Delaware corporation for the purpose of effecting a merger, capitalstock
exchange, asset acquisition, stock purchase, reorganization, or similar
business combination with one or more businesses. The Company'sefforts to
identify a prospective target business are not limited to a particular
industry or geographic region, although the Companyis prohibited from
undertaking initial business combination with any entity that is based in or
have the majority of its operations inChina (including Hong Kong and Macau).
Forward-LookingStatements
Thispress release includes forward looking statements that involve risks and
uncertainties. Forward looking statements are subject to numerousconditions,
risks and changes in circumstances, many of which are beyond the control of
the Company, including those set forth in theprospectus filed on June 17, 2022
relating to Company's initial public offering, the annual report of the
Company on Form 10-Kfor the fiscal year ended on December 31, 2023, filed on
March 6, 2024, and in the S-4, and other documents that the parties may fileor
furnish with the SEC, which you are encouraged to read. Should one or more of
these risks or uncertainties materialize, or shouldunderlying assumptions
prove incorrect, actual results may vary materially from those indicated or
anticipated by such forward-lookingstatements. Accordingly, you are cautioned
not to place undue reliance on these forward-looking statements. The Company
expressly disclaimsany obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflectany change in the Company's expectations with respect thereto or any
change in events, conditions or circumstances on which anystatement is based.
ContactInformation:
FeutuneLight Acquisition Corporation
Yuanmei Ma
Chief Financial Officer
221 W 9th St #848
Wilmington, Delaware
(909)-214-2482
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