Correspondence 0001213900-24-038685 from Thunder Power Holdings, Inc. (AIEV)
Thunder Power Holdings, Inc.
Date: May 1, 2024 · CIK: 0001912582 · Accession: 0001213900-24-038685
AI Filing Summary & Sentiment
File numbers found in text: 333-275933
Referenced dates: April 30, 2024
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CORRESP
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Feutune Light Acquisition Corporation
48 Bridge Street, Building A
Metuchen, New Jersey 08840
May 1, 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
Amendment No.4 to Registration Statement
on Form S-4
Filed on April 26, 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 April 30, 2024 (the “Letter”), regarding the Company’s Registration Statement on Form
S-4 referenced above (as amended by that certain Amendment No. 4 to Form S-4 filed with the Commission on April 26, 2024, the “Registration
Statement”). Contemporaneously, the Company is filing Amendment No. 5 to the Registration Statement (“Amendment No. 5”)
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. 5, unless otherwise specified herein. Capitalized terms used but not defined
herein shall have the meaning ascribed to them in Amendment No. 5.
Amendment No. 4 to Registration Statement
on Form S-4
General
1.
We note your disclosure that FLFV has until May 2, 2024 to submit a plan to regain compliance with Nasdaq’s Minimum Holders Rule. Please revise your disclosure to update the current status of Nasdaq compliance.
Response: we respectfully acknowledge
the Staff’s comment and have revised our disclosure on pages xx, 62 and 157 of Amendment No. 5.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 121
2.
We understand the maximum redemption scenario (scenario 2) includes an assumption based on the FLFV stockholders’ approval of amending the charter to remove the $5,000,001 NTA requirement. Please revise to expand your disclosure in adjustment L (within Note 3 on page 127) to discuss the NTA assumption. In addition, discuss (and quantify) the maximum share redemption that could occur to consummate the merger transaction in the event the Proposal No. 2 does not get approved.
Response: We respectfully acknowledge
the Staff’s comment and have revised our disclosure on page 127 of Amendment No. 5.
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.