United States securities and exchange commission logo
March 26, 2024
Xuedong Tian
Chief Executive Officer
Feutune Light Acquisition Corporation
48 Bridge Street, Building A
Metuchen, New Jersey 08840
Re: Feutune Light
Acquisition Corporation
Amendment No. 2 to
Registration Statement on Form S-4
Filed on March 15,
2023
File No. 333-275933
Dear Xuedong Tian:
We have reviewed your amended 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.
Unless we note otherwise,
any references to prior comments are to comments in our February 23,
2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
General
1. Please update your
disclosure regarding the status of your compliance with
Nasdaq s continued
listing criteria. In this regard, we note that on March 18, 2024, you
received a written
notice from the Listing Qualifications Department of The Nasdaq
Stock Market and were
provided 45 calendar days from the date of the Notification Letter,
or until May 2, 2024,
to submit a plan to regain compliance with Nasdaq's
continued listing
criteria. Please also revise your risk factor disclosure to address the
impact of a potential
delisting on the Company and its shareholders.
2. Please revise your
disclosure to reflect the special shareholder meeting that was called
March 18, 2024 to
extend the deadline of the business combination to December 21, 2024.
Include, without
limitation, the percentage of redeeming shareholders, changes in
extension deposits,
additionally issued Promissory Notes and effects on the trust account.
Xuedong Tian
Feutune Light Acquisition Corporation
March 26, 2024
Page 2
Exhibits
3. Please file your amended Certificate of Incorporation of Feutune Light
Acquisition
Corporation and the Promissory Notes granted to Thunder Power Holdings
Limited as
exhibits to your 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
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
March 26, 2024 Page 2
cc: Arila Zhou
FirstName LastName