SEC Comment Letter 0000000000-24-003245 to Thunder Power Holdings, Inc. (AIEV)
Thunder Power Holdings, Inc.
Date: March 26, 2024 · CIK: 0001912582 · Accession: 0000000000-24-003245
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275933
Letter
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.
FirstName LastNameXuedong Tian Comapany NameFeutune Light Acquisition Corporation March 26, 2024 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Manufacturing cc: Arila Zhou
Show Raw Text
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.
FirstName LastNameXuedong Tian
Comapany NameFeutune Light Acquisition Corporation
March 26, 2024 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Manufacturing
cc: Arila Zhou