Correspondence 0001213900-24-031072 from Thunder Power Holdings, Inc. (AIEV)
Thunder Power Holdings, Inc.
Date: April 8, 2024 · CIK: 0001912582 · Accession: 0001213900-24-031072
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275933
Referenced dates: March 26, 2024
Letter
Feutune Light Acquisition Corporation
48 Bridge Street, Building A
Metuchen, New Jersey 08840
April 8, 2024
VIA EDGAR
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and 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 March 15, 2024
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 March 26, 2024 (the “Letter”), regarding the Company’s Registration Statement on Form S-4 referenced above (as amended by that certain Amendment No. 2 to Form S-4 filed with the Commission on March 15, 2024, the “Registration Statement”). Contemporaneously, the Company is filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”) 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. 3, unless otherwise specified herein. Capitalized terms used but not defined herein shall have the meaning ascribed to them in Amendment No. 3.
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.
Response: we respectfully acknowledge the Staff’s comment and have revised our disclosure on pages xx, 62 and 155 of Amendment No. 3.
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
April 8, 2024
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.
Response: We respectfully acknowledge the Staff’s comment and have revised our disclosure on pages viii, 1, 87, 93, 146 and 158 of Amendment No. 3.
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.
Response: We respectfully acknowledge the Staff’s comment and have filed the amended Certificate of Incorporation of the Company as Exhibit 3.5 to Amendment No. 3 and the promissory note granted to Thunder Power Holdings Limited as Exhibit 10.10 to Amendment No. 3.
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
April 8, 2024
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq. of Robinson & Cole LLP, at (212) 451-2908.
Very truly yours,
By:
/s/ Yuanmei Ma
Show Raw Text
CORRESP
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Feutune Light Acquisition Corporation
48 Bridge Street, Building A
Metuchen, New Jersey 08840
April 8, 2024
VIA EDGAR
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and 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 March 15, 2024
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 March 26, 2024 (the “Letter”), regarding the Company’s Registration Statement on Form
S-4 referenced above (as amended by that certain Amendment No. 2 to Form S-4 filed with the Commission on March 15, 2024, the “Registration
Statement”). Contemporaneously, the Company is filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”)
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. 3, unless otherwise specified herein. Capitalized terms used but not defined herein shall have the
meaning ascribed to them in Amendment No. 3.
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.
Response: we respectfully acknowledge
the Staff’s comment and have revised our disclosure on pages xx, 62 and 155 of Amendment No. 3.
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
April 8, 2024
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.
Response: We respectfully acknowledge the Staff’s comment and
have revised our disclosure on pages viii, 1, 87, 93, 146 and 158 of Amendment No. 3.
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.
Response: We respectfully acknowledge the Staff’s comment and
have filed the amended Certificate of Incorporation of the Company as Exhibit 3.5 to Amendment No. 3 and the promissory note granted to
Thunder Power Holdings Limited as Exhibit 10.10 to Amendment No. 3.
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Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
April 8, 2024
We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq. of Robinson & Cole LLP,
at (212) 451-2908.
Very truly yours,
By:
/s/ Yuanmei Ma
Yuanmei Ma
Chief Financial Officer
cc:
Xuedong Tian
Yuanmei Ma
Wellen Sham
Arila Zhou, Esq.
Ze’-ev D. Eiger, Esq.
Andrew J. Sherman, Esq.
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