United States securities and exchange commission logo
January 3, 2024
Xuedong Tian
Chief Executive Officer
Feutune Light Acquisition Corporation
48 Bridge Street, Building A
Metuchen, New Jersey 08840
Re: Feutune Light
Acquisition Corporation
Registration
Statement on Form S-4
Filed on December
7, 2023
File No. 333-275933
Dear Xuedong Tian:
We have reviewed your
registration statement and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed December 12, 2023
General
1. We note that EF Hutton
and US Tiger Securities, Inc. were underwriters for the initial
public offering of the
SPAC, and EF Hutton has advised on the business combination
transaction with
selecting a target company. Please tell us, with a view to disclosure,
whether you have
received notice from either EF Hutton or US Tiger about it ceasing
involvement in your
transaction and how that may impact your deal or the deferred
underwriting
compensation owed to EF Hutton and US Tiger for the SPAC s initial public
offering.
2. We note that the SPAC
IPO underwriters performed additional services after the IPO and
part of the IPO
underwriting fee was deferred and conditioned on completion of a
business combination.
Please quantify the aggregate fees payable to the SPAC IPO
underwriters that are
contingent on completion of the business combination.
3. We understand the
sponsor will receive additional securities for the Class B Common
Xuedong Tian
FirstName LastNameXuedong Tian
Feutune Light Acquisition Corporation
Comapany
January NameFeutune Light Acquisition Corporation
3, 2024
January
Page 2 3, 2024 Page 2
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Stock pursuant to an antidilution adjustment based on the company s
additional financing
activities. Please quantify the number and value of securities the
sponsor will receive. In
addition, disclose the ownership percentages in the company before and
after the
additional financing to highlight dilution to public stockholders.
4. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
Risk Factors
We have experienced and may in the future experience significant delays in the
design,
manufacture, , page 34
5. We note that you have experienced supply chain disruptions. Revise to
discuss known
trends or uncertainties resulting from mitigation efforts undertaken,
if any. Explain
whether any mitigation efforts introduce new material risks, including
those related to
product quality, reliability, or regulatory approval of products
Background of the Business Combination, page 85
6. We note your disclosure that Feutune Light Acquisition Corporation
shall not undertake
an initial business combination with any company based in or having
the majority of the
company s operations in China (including Hong Kong and Macau). We
further note your
disclosure on page F-57, that "TP Holdings together with TP NEV are
primarily engaged
in design and development of high-performance electric vehicles. As of
September 30,
2023 and December 31, 2022, its primary operations are conducted in
Hong Kong and
mainly focused on research and development activities." To help us
better understand
your disclosure, please clarify what operations, if any, of Thunder
Power Holdings, or its
subsidiaries, are conducted in Hong Kong.
Summary of Certain Unaudited Thunder Power Prospective Financial Information,
page 97
7. Please expand your disclosures to explain in greater detail your basis
for presenting
significant revenue growth, year over year, in your financial
projections when your
company has not commenced operations and operates in a competitive
industry. In this
regard, please segregate your projected revenue by product lines and
geographic location,
as applicable.
Business of Thunder Power, page 159
8. The disclosure in this section should be substantially revised so that
investors can
understand which information has been independently verified by
management. There are
Xuedong Tian
FirstName LastNameXuedong Tian
Feutune Light Acquisition Corporation
Comapany
January NameFeutune Light Acquisition Corporation
3, 2024
January
Page 3 3, 2024 Page 3
FirstName LastName
repeated citations to third-party publications, which include
statements contained in SEC
filings made by other registrants, journalism articles, or industry
reports, and it is not clear
the extent to which you are adopting the information as your own. If
management is
expressly adopting the information contained in the referenced
sources, please disclose
this fact or remove the disclosure and any associated ambiguity
relating to which parties
have provided and are responsible for the information in the
prospectus.
Business of Thunder Power
Overview, page 163
9. We note that you describe Thunder Power as a technology innovator and
a manufacturer
of premium electric vehicles ( EVs ) with one wholly-owned
subsidiary, Thunder Power
New Energy Vehicle Development Company Limited ( TP NEV ) and two
wholly-
owned predecessor subsidiaries, China New Energy Vehicle Company
Limited ( China
NEV ) and Thunder Power Hong Kong Ltd. ( TP HK ). You also
disclose that Thunder
Power together with TP NEV are primarily engaged in design and
development of EVs
and, as of September 30, 2023 and December 31, 2022, its primary
operations are
conducted in Hong Kong and mainly focused on research and development
activities. Please reconcile this overview with the Spinoff of
Predecessor Subsidiaries
disclosure on page F-57 of Thunder Power Holdings Limited financial
statements. There
you describe both China New Energy Vehicle Company Limited ( China
NEV ) and
Thunder Power Hong Kong Ltd. ( TP HK ) as dissimilar businesses
with incidental
common facilities and costs. In your response, tell us to what extent,
if any, these Spinoff
entities contributed to Thunder Power as described in pages 163 - 178.
Overview, page 163
10. Please provide further disclosure with regard to the names of your
principal suppliers.
Please file any supply agreements as an exhibit to the registration
statement. See
Item 101(h)(4)(v) of Regulation S-K.
11. Please describe Thunder Power's dependence, if any, on one or a few
major customers.
Intellectual Property, page 171
12. Disclosure on page 171 indicates that the patents that Thunder Power
utilizes are owned
by its subsidiary Thunder Power New Energy Vehicle Development Ltd.
Please disclose
the type of patent protection and expiration dates relating to such
patents.
13. Disclosure on page 171 indicates that "[a]ll patents used by Thunder
Power are held by its
wholly owned subsidiary Thunder Power New Energy Vehicle Development
Ltd."
However, disclosure on page 93 indicates that Thunder Power has access
to 700 patents
through affiliates and disclosure on page 170 indicates the patent for
the "traction motor"
is held by Mr. Wellen Sham. Please revise to address this
inconsistency throughout the
registration statement.
Xuedong Tian
FirstName LastNameXuedong Tian
Feutune Light Acquisition Corporation
Comapany
January NameFeutune Light Acquisition Corporation
3, 2024
January
Page 4 3, 2024 Page 4
FirstName LastName
Legal Proceedings, page 187
14. We note your disclosure regarding ongoing litigation against Wellen
Sham in the Taiwan
Taipei District Court. Here, and in your risk factor on page 47,
please include a
description of the factual basis alleged to underlie the proceeding,
the relief sought and up
to date information regarding the response to both the claim and all
related pleadings. As
appropriate, please also describe any material attendant risks related
to this proceeding
and its impact on Thunder Power and the consummation of the business
combination.
Certain Relationships and Related Party Transactions, page 213
15. Please disclose the executive compensation made to the directors and
executive officers of
Thunder Power by affiliates of Thunder Power referenced on page 206.
Refer to
Item 404 of Regulation S-K.
Annex E, page E-3
16. We note that CHFT's opinion is "solely for the use and benefit of the
Board of Directors
of FLFV in its consideration of the Proposed Transaction" As written
these statements
may be construed as disclaimers of any potential liability CHFT may
owe to security
holders. Please either revise this disclosure and the fairness opinion
itself to remove these
statements or provide the legal basis for the company's and the
advisor's belief that
security holders cannot rely on the opinion to bring state law
actions, including a
description of any state law authority on such a defense. If no such
authority exists, please
disclose that the issue will be resolved by a court, resolution of the
issue will have no
effect on rights and responsibilities of the board under state law,
and the availability of
this defense has no effect on the rights and responsibilities of
either the advisor or the
board under the federal securities laws.
Exhibits
17. Please file material contracts required by Item 601(b)(10) of
Regulation S-K as exhibits to
your registration statement. In this regard, we note references to
consultancy agreements,
shareholder support agreement, lock-up agreements and earnout escrow
agreement.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Charles Eastman at 202-551-3794 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
Xuedong Tian
Feutune Light Acquisition Corporation
January 3, 2024
Page 5
contact Sarah Sidwell at 202-551-4733 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
FirstName LastNameXuedong Tian
Division of
Corporation Finance
Comapany NameFeutune Light Acquisition Corporation
Office of
Manufacturing
January 3, 2024 Page 5
cc: Arila Zhou
FirstName LastName