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Feutune
Light Acquisition Corporation

48
Bridge Street, Building A

Metuchen,
New Jersey 08840

February
8, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Jay Ingram, Sarah Sidwell, Charles Eastman and Hugh West

 Re: Feutune
                                            Light Acquisition Corporation

Registration
Statement on Form S-4

Filed
on December 7, 2023

File
No. 333-275933

Ladies
and Gentlemen:

Feutune
Light Acquisition Corporation (“we”, “us”, “our”, “FLFV” or the “Company”)
hereby provides responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) contained in the letter dated January 3, 2024 (the “Letter”), regarding
the Company’s registration statement on Form S-4 referenced above (the “Registration Statement”). Contemporaneously,
the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) publicly via Edgar.

For
reference purposes, the comments contained in the Staff’s Letter are repeated below in bold and are followed by the Company’s
corresponding responses. All references to page numbers and captions correspond to Amendment No. 1 to the Registration Statement, unless
otherwise specified herein. Capitalized terms used but not defined herein shall have the meaning ascribed to them in Amendment No. 1.

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.

Response: We respectfully advise the
Staff that, as of the date hereof, we have not received any notice from EF Hutton or US Tiger, the underwriters in our initial public
offering, about either of them ceasing involvement in our business combination transaction. Their involvement in our business combination
transaction will not impact the amount of the deferred underwriting compensation contingent upon completion of our business combination
transaction, which is 3.5% of the gross proceeds of our initial public offering consummated on June 21, 2022, or $3,421,250. Please see
corresponding changes on pages xx, 59, 87, 149 and 156 of Amendment No. 1.

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities & Exchange Commission

February
8, 2024

 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.

Response: We respectfully advise the
Staff that US Tiger is our advisor in connection with our business combination and has agreed not to receive any additional compensation
for such services. In addition, EF Hutton and US Tiger are entitled to receive $3,421,250 as deferred underwriting compensation contingent
upon completion of our business combination. The underwriters are not entitled to any other fees payable by us. We have revised the disclosure
on pages xx, 59, 87, 149 and 156 of Amendment No. 1 to further clarify that the deferred underwriting compensation is contingent on completion
of our business combination.

 3. We
                                            understand the sponsor will receive additional securities for the Class B Common 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.

Response: We respectfully advise the
Staff that the sponsor has waived its anti-dilution rights pursuant to Section 2 of the Parent Support Agreement, which has been filed
as Exhibit 10.6 to the Registration Statement. We have revised the disclosure on the cover page and pages xxiv, 105 and 221 of Amendment
No. 1 to clarify that the sponsor has waived its anti-dilution rights.

    2

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities & Exchange Commission

February
8, 2024

 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.

Response: Pursuant to the Staff’s
comment, we have included a detailed description of the warrants on page 217 of Amendment No. 1 to (i) clarify whether recent common stock
trading prices have exceeded the threshold that would allow PubCo (as the successor of the Company) to redeem public warrants; (ii) to
specify the differences between private and public warrants; and (iii) explain the steps PubCo will take to notify the warrant holders
if PubCo management decides to call for redemption of warrants. We also (i) revised the risk factor titled “Once FLFV Warrants
become exercisable, PubCo may redeem the unexpired FLFV Warrants prior to their exercise at a time that is disadvantageous to you, thereby
making your FLFV Warrants worthless.” on page 68 of Amendment No. 1 and (ii) included additional risk factors relating to the
warrants on pages 69 and 70 of Amendment No. 1.

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

Response:
we respectfully acknowledge the Staff’s comment and have revised our disclosure on pages 34 and 36 of Amendment No. 1.

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.

Response:
we respectfully acknowledge the Staff’s comment and have revised out disclosure on pages 166, F-57 and F-72 of Amendment No. 1.
We respectfully note that as of September 30, 2023 and December 31, 2022, Thunder Power carried out its design and development activities
primarily in Taiwan, while certain key management members, who are currently located in the U.S., are focusing on market development.
In addition, Thunder Power engaged independent contractors to assist with its accounting and IT matters who are based in Hong Kong.

    3

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities & Exchange Commission

February
8, 2024

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.

Response:
we respectfully acknowledge the Staff’s comment and have revised out disclosure of Thunder Power Holdings’ total revenue
by product line and by geographic location on pages 99 and 100 and refer the Staff to the existing disclosure on page 180 of Amendment
No. 1 in “Business of Thunder Power – Phase 1 – Manufacturing Base in the EU” and “Business of
Thunder Power – Phase 2 – Manufacturing Base in the U.S.”

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 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.

Response:
we respectfully acknowledge the Staff’s comment and have revised our disclosure on page 161 of Amendment No. 1.

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.

Response:
we respectfully acknowledge the Staff’s comment and note that the Spinoff entities did not contribute to Thunder Power, as described
on page 166 of Amendment No. 1. The Spinoff entities are independent in operations and financing from Thunder Power and TP NEV. Additionally,
we respectfully note that Thunder Power plans to manufacture the EVs in its own plant in the future.

    4

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities & Exchange Commission

February
8, 2024

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.

Response:
we respectfully acknowledge the Staff’s comment and have revised disclosure on pages 36 and 37 of Amendment No. 1. We respectfully
inform the Staff that Thunder Power does not currently have any supplier or supply agreements.

 11. Please
                                            describe Thunder Power’s dependence, if any, on one or a few major customers.

Response:
we respectfully acknowledge the Staff’s comment and have expanded our disclosure on page 24 of Amendment No. 1. At this time, we
do not depend 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.

Response:
we respectfully acknowledge the Staff’s comment and have revised our disclosure on pages 174, 177, 178 and 179 of Amendment No.
1.

 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