SecProbe.io

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 June 3, 2025

Christopher Nicoll
Chief Executive Officer
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801

 Re: Thunder Power Holdings, Inc.
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed May 29, 2025
 File No. 001-41424
Dear Christopher Nicoll:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
cc: Elizabeth Fei Chen, Esq.
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</DOCUMENT>

CORRESP
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 filename1.htm

 Thunder Power Holdings, Inc.
Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road
Kwun Tong, Kowloon, Hong Kong

 BY EDGAR

 May 29, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 Washington, D.C. 20549

 Attn:
 Claire Erlanger
Thomas Jones

 Jay Ingram

 RE:
 Thunder Power Holdings, Inc.

 Revised Preliminary Proxy Statement on Schedule 14A

 Filed April 14, 2025

 Dear Ms. Erlanger, Messrs Jones and Ingram:

 Thunder Power Holdings, Inc. (the " Company "),
a Delaware corporation, hereby submits this letter in response to the comments set forth in that certain letter dated April 25, 2025 from
the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") to the
Company, relating to the preliminary proxy statement on Schedule 14A that the Company filed with the Commission on April 14, 2025.

 The Company is responding to the Staff's
comments by filing Amendment No. 3 to the proxy statement (" Amendment No. 3 ") that addresses the Staff's comments,
as more fully set forth below. For your convenience, the Staff's comments have been retyped herein in bold.

 Comment 1
 General

 We note from your response to our prior comment
2 that you have included financial statements of Electric Power Technology Limited that are audited in accordance with US GAAS. Please
note that the audit of the financial statements for both years ended December 31, 2024 and 2023 must be audited in accordance with US
GAAS. If the auditor has not already done so, please have it perform the audit of the year ended December 31, 2023 in accordance with
US GAAS and revise its report to state that it audited both years in accordance with US GAAS.

 Response

 In response to the comment, we hereby confirm
that the audit on the financial statements of Electric Power Technology Limited for the year ended December 31, 2023 have been performed
in accordance with US GAAS. Please refer to the updated audit opinion on F-5.

 Comment 2
 General

 We note from your response to our prior comment
3 that you are working with the TW Company to update the financial statements under IFRS issued by IASB. Please explain to us the meaning
of this statement and if the financial statements included in the filing are not in prepared in accordance with IFRS as issued by the
IASB, please tell us when you expect that you will revise them to be compliant. Additionally, please note that the audit report and the
notes to the financial statements should be revised to disclose that the financial statements were prepared under IFRS as issued by the
IASB once that is true.

 Response

 The Company respectfully submits that the financial
statements of the TW Company that included in this Amendment No.3 is prepared in accordance with IFRS issued by IASB. In response to the
comment, we have revised the disclosure on pages F-6 and F-17

 If you have any further questions or comments,
or would like to discuss this response letter, please feel free to call contact undersigned at Simon Ho Simon.Ho@tpev.com or Elizabeth
Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (tel:212-326-0199).

 Sincerely,

 /s/ Pok Man Ho

 Pok Man Ho

 Interm Chief Financial Officer

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 April 25, 2025

Christopher Nicoll
Chief Executive Officer
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801

 Re: Thunder Power Holdings, Inc.
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed April 14, 2025
 File No. 001-41424
Dear Christopher Nicoll:

 We have conducted a limited review of your filing and have the following
comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March
20, 2025 letter.

Revised Preliminary Proxy Statement on Schedule 14A filed April 14, 2025
General

1. We note from your response to our prior comment 2 that you have included
financial
 statements of Electric Power Technology Limited that are audited in
accordance with
 US GAAS. Please note that the audit of the financial statements for both
years ended
 December 31, 2024 and 2023 must be audited in accordance with US GAAS.
If the
 auditor has not already done so, please have it perform the audit of the
year ended
 December 31, 2023 in accordance with US GAAS and revise its report to
state that it
 audited both years in accordance with US GAAS.
2. We note from your response to our prior comment 3 that you are working
with the
 TW Company to update the financial statements under IFRS issued by IASB.
Please
 explain to us the meaning of this statement and if the financial
statements included in
 the filing are not in prepared in accordance with IFRS as issued by the
IASB, please
 tell us when you expect that you will revise them to be compliant.
Additionally,
 April 25, 2025
Page 2

 please note that the audit report and the notes to the financial
statements should be
 revised to disclose that the financial statements were prepared under
IFRS as issued
 by the IASB once that is true.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Claire Erlanger at 202-551-3301 if you have questions
regarding
comments on the financial statements and related matters. Please contact Thomas
Jones at
202-551-3602 or Jay Ingram at 202-551-3397 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Elizabeth Fei Chen, Esq.
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CORRESP
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 filename1.htm

 Thunder Power Holdings, Inc.

 221 W 9th St #848

 Wilmington, Delaware 19801

 BY EDGAR

 April 14, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 Washington, D.C. 20549

 Attn:
 Thomas Jones

 Jay Ingram

 RE:
 Thunder Power Holdings, Inc.

 Preliminary Proxy Statement on Schedule 14A

 Filed March 7, 2025

 Mr. Jones and Mr. Ingram:

 Thunder Power Holdings, Inc. (the " Company "),
a Delaware corporation, hereby submits this letter in response to the comments set forth in that certain letter dated March 20, 2025 from
the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") to the
Company, relating to the preliminary proxy statement on Schedule 14A that the Company filed with the Commission on March 7, 2025.

 The Company is responding to the Staff's
comments by filing Amendment No. 2 to the proxy statement (" Amendment No. 2 ") that addresses the Staff's comments,
as more fully set forth below. For your convenience, the Staff's comments have been retyped herein in bold.

 Comment 1
 Results of Operations, page 13

 We note that you present US dollar equivalents
in the tables included in this section. Please revise to disclose your reason for, and the rates used in, providing this convenience translation
for investors. You should disclose the rates used to translate all income statement as well as balance items presented.

 Response

 In response to the comment, we have revised the
remove all the US dollar reference for consistency with the audited financial statements of Electric Power Technology Limited. Please
refer to pages 29 to 35.

 Comment 2
 Financial Statements of Electric Power Technology Limited and its Subsidiaries, page F-3

 Please revise the filing to include financial
statements of Electric Power Technology Limited that are audited by an independent accountant in accordance with either (i) the standards
of the PCAOB or (ii) U.S. generally accepted auditing standards ("U.S. GAAS"). See Rule 1-02(a)(d) of Regulation S-X. Further,
revise the filing to include a report issued by your independent accountant that complies with the requirements of Rule 2-02 of Regulation
S-X.

 Response

 In response to the comment, we have included financial
statements of Electric Power Technology Limited that are audited in accordance with U.S. generally accepted auditing standards ("U.S.
GAAS"). Please refer to page F-5.

 Thunder Power Holdings, Inc.

 221 W 9th St #848

 Wilmington, Delaware 19801

 Comment 3
 Financial Statements of Electric Power Technology Limited and its Subsidiaries, page F-3

 Have your auditor revise its report to indicate,
and please revise the financial statements to clearly disclose the accounting principles and practices reflected therein. Include a clear
statement in the accounting policy note to indicate whether the financial statements were prepared using IFRS as issued by the IASB. Otherwise,
revise to include the reconciliations to U.S. GAAP required by Item 18 of Form 20-F. This comment also applies to your interim financial
statements.

 Response

 The Company respectfully submits it is working
with the TW Company to update the financial statements under IFRS issued by IASB.

 Comment 4
 Financial Statements of Electric Power Technology Limited and its Subsidiaries, page F-3

 Please remove the ‘Notice to Readers'
currently included on page F-11, or tell us why that disclosure is appropriate.

 Response

 In response to the comment, we have revised and
removed the "Notice to Readers" that were originally included on page F-11.

 Comment 5
 Accountant's Review Report, page F-79

 Please have your independent accountant revise
its review report to comply with (i) the standards of the PCAOB or (ii) US GAAS. In addition, we note that the first sentence of the report
indicates that your independent accountant audited the balance sheets of the company as of September 30, 2024 and 2023 and the related
consolidated statements of income, changes in equity, and cash flows for the nine months then ended, and the related notes to the consolidated
financial statement. Have your auditor remove this reference to an audit, or advise us. Lastly, please note that a review report is not
usually required when providing unaudited interim financial statements in filings.

 Response

 The Company submits that as Electric Power Technology
Limited has released its financial statements for the year ended December 31, 2024, the Company has removed the reviewed financials statement
covering the nine-month periods ended September 30, 2023 and 2024. As Electric Power Technology Limited would qualify as an emerging growth
company, the Proxy Statement currently included the audited financial statements of Electric Power Technology Limited for the years ended
December 31, 2023 and 2024.

 If you have any further questions or comments,
or would like to discuss this response letter, please feel free to call contact undersigned at christopher.nicoll@aiev.ai or Elizabeth
Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (tel:212-326-0199).

 Sincerely,

 /s/ Christopher Nicoll

 Christopher Nicoll

 Chief Executive Officer

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 March 20, 2025

Christopher Nicoll
Chief Executive Officer
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801

 Re: Thunder Power Holdings, Inc.
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed March 7, 2025
 File No. 001-41424
Dear Christopher Nicoll:

 We have conducted a limited review of your filing and have the following
comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Revised Preliminary Proxy Statement on Schedule 14A filed March 7, 2025
Results of Operations, page 13

1. We note that you present US dollar equivalents in the tables included in
this section.
 Please revise to disclose your reason for, and the rates used in,
providing this
 convenience translation for investors. You should disclose the rates
used to translate
 all income statement as well as balance items presented.
Financial Statements of Electric Power Technology Limited and its Subsidiaries,
page F-3

2. Please revise the filing to include financial statements of Electric
Power Technology
 Limited that are audited by an independent accountant in accordance with
either (i)
 the standards of the PCAOB or (ii) U.S. generally accepted auditing
standards ( U.S.
 GAAS ). See Rule 1-02(a)(d) of Regulation S-X. Further, revise the
filing to include a
 report issued by your independent accountant that complies with the
requirements of
 Rule 2-02 of Regulation S-X.
 March 20, 2025
Page 2
3. Have your auditor revise its report to indicate, and please revise the
financial
 statements to clearly disclose the accounting principles and practices
reflected
 therein. Include a clear statement in the accounting policy note to
indicate whether
 the financial statements were prepared using IFRS as issued by the IASB.
Otherwise,
 revise to include the reconciliations to U.S. GAAP required by Item 18
of Form 20-F.
 This comment also applies to your interim financial statements.
4. Please remove the Notice to Readers currently included on page
F-11, or tell us why
 that disclosure is appropriate.
Accountant's Review Report, page F-79

5. Please have your independent accountant revise its review report to
comply with (i)
 the standards of the PCAOB or (ii) US GAAS. In addition, we note that
the first
 sentence of the report indicates that your independent accountant
audited the balance
 sheets of the company as of September 30, 2024 and 2023 and the related
 consolidated statements of income, changes in equity, and cash flows for
the nine
 months then ended, and the related notes to the consolidated financial
statement. Have
 your auditor remove this reference to an audit, or advise us. Lastly,
please note that a
 review report is not usually required when providing unaudited interim
financial
 statements in filings.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Martin James at 202-551-3671 if you have questions
regarding
comments on the financial statements and related matters. Please contact Thomas
Jones at
202-551-3602 or Jay Ingram at 202-551-3397 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Elizabeth Fei Chen, Esq.
</TEXT>
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CORRESP
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Thunder
Power Holdings, Inc.

221
W 9th St #848

Wilmington,
Delaware 19801

BY
EDGAR

March
7, 2025

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Attn:
    Thomas Jones

    Jay Ingram

    RE:
    Thunder Power Holdings, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed January 29, 2025

Mr.
Jones and Mr. Ingram:

Thunder
Power Holdings, Inc. (the “Company”), a Delaware corporation, hereby submits this letter in response to the comments
set forth in that certain letter dated February 14, 2025 from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) to the Company, relating to the preliminary proxy statement on Schedule 14A that the
Company filed with the Commission on January 29, 2025.

The
Company is responding to the Staff’s comments by filing Amendment No. 1 to the proxy statement (“Amendment No. 1”)
that addresses the Staff’s comments, as more fully set forth below. For your convenience, the Staff’s comments have been
retyped herein in bold.

Comment
General

We
note that your proxy statement asks shareholders to consider and vote on a proposal to approve the issuance of common stock in exchange
for shares in Electric Power Technology Limited. This would appear to invoke the principles contained in Note A of Schedule 14A and therefore
require you to provide the disclosure contained in Item 14 of Schedule 14A as it relates to the acquisition of the equity interest in
Electric Power Technology. Please advise or revise to provide all of the information required by Item 14 of Schedule 14A.

Response

In
response to the comment, we have included the disclosure and provided information required by Item 14 of Schedule A. Please refer to
the such disclosure on (i) page 12 to page 19, and (ii) F-1 to F-138. We also made certain updates in the Amendment No. 1 as we deem
necessary.

If
you have any further questions or comments, or would like to discuss this response letter, please feel free to call contact undersigned
at christopher.nicoll@aiev.ai or Elizabeth Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (tel:212-326-0199).

    Sincerely,

    /s/
    Christopher Nicoll

    Christopher Nicoll

    Chief Executive Officer

February 14, 2025
Christopher Nicoll
Chief Executive Officer
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Re:Thunder Power Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 29, 2025
File No. 001-41424
Dear Christopher Nicoll:
            We have conducted a limited review of your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed January 29, 2025
General
1.We note that your proxy statement asks shareholders to consider and vote on a
proposal to approve the issuance of common stock in exchange for shares in Electric
Power Technology Limited.  This would appear to invoke the principles contained in
Note A of Schedule 14A and therefore require you to provide the disclosure contained
in Item 14 of Schedule 14A as it relates to the acquisition of the equity interest in
Electric Power Technology.  Please advise or revise to provide all of the information
required by Item 14 of Schedule 14A.

February 14, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Elizabeth Fei Chen, Esq.

CORRESP
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 Thunder Power Holdings Inc.

November 8, 2024

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Thunder Power Holdings Inc.

    Registration Statement on Form S-1, as amended

    Initially Filed on November 6, 2024

    File No. 333-283040

Ladies and Gentlemen:

In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Thunder Power Holdings, Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended, be accelerated and that
the Registration Statement become effective at 9:00 a.m., Eastern Time, on Tuesday, November 12, 2024, or as soon thereafter as practicable.

The Company acknowledges
that: (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

If you have any questions, please
do not hesitate to contact Elizabeth Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    Thunder Power Holdings, Inc.

    By:
    /s/ Pok Man Ho

    Name:
    Pok Man Ho

    Title:
    Interim Chief Financial Officer

Cc: Elizabeth
Fei Chen, Esq.

November 8, 2024
Christopher Nicoll
Chief Executive Officer
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, DE 19801
Re:Thunder Power Holdings, Inc.
Registration Statement on Form S-1
Filed on November 6, 2024
File No. 333-283040
Dear Christopher Nicoll:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Elizabeth Chen

CORRESP
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FEUTUNE LIGHT ACQUISITION CORPORATION

May 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

    Re:
    Feutune Light Acquisition Corporation

    Registration Statement on Form S-4, as amended (File No. 333-275933)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Feutune Light Acquisition Corporation hereby requests
that the effectiveness of the above-referenced Registration Statement on Form S-4, as amended (the “Registration Statement”),
be accelerated to, and that the Registration Statement becomes effective at 4:00 p.m., Eastern Time, on May 10, 2024, or as soon thereafter
as practicable.

Please contact Arila Zhou
of Robinson & Cole LLP at (212) 451-2908 or azhou@rc.com with any questions you may have concerning this request, and please notify
her when this request for acceleration has been granted.

    Very Truly Yours,

    Feutune Light Acquisition Corporation

    By:
    /s/ Yuanmei Ma

    Yuanmei Ma

    Chief Financial Officer

    cc:
    Arila Zhou, Esq.

Robinson & Cole LLP

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.

United States securities and exchange commission logo
April 30, 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. 4 to Registration Statement on Form S-4
Filed on April 26, 2024
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 March 26, 2024 letter.
Amend No. 4 to Registration Statement on Form S-4 filed April 26, 2024
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.
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

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corporation
 April 30, 2024 Page 2
 FirstName LastName
Xuedong Tian
Feutune Light Acquisition Corporation
April 30, 2024
Page 2
transaction in the event the Proposal No. 2 does not get approved.
            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

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.

    2

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.

3

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

CORRESP
1
filename1.htm

Feutune Light Acquisition Corporation

48 Bridge Street, Building A

Metuchen, New Jersey 08840

March 15, 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 February 8, 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 February 23, 2024 (the “Letter”), regarding the Company’s registration statement on Form
S-4 referenced above (as amended by that certain Amendment No. 1 to Form S-4 filed with the Commission on February 8, 2024, the “Registration
Statement”). Contemporaneously, the Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”)
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. 2 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. 2.

Registration Statement on Form S-4 filed
on February 8, 2024

Executive Compensation

Outstanding Equity Awards at Fiscal Year-End,
page 212

    1.
    Please update your compensation disclosure with respect to the Outstanding Equity Awards and the Non-Employee Director Compensation to reflect the fiscal year ended December 31, 2023.

Response: we respectfully acknowledge
the Staff’s comment and have revised our disclosure on page 210 of Amendment No. 2.

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

March 15, 2024

    2.
    We note in footnote 4 to the table that 10,000 options granted to Pok Man Ho expired January 1, 2024. Please update the outstanding equity awards as of the most recent date practicable.

Response: we respectfully acknowledge
the Staff’s comment and have revised our disclosure on page 210 of Amendment No. 2.

    2

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

March 15, 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.

3

United States securities and exchange commission logo
February 23, 2024
Xuedong Tian
Chief Executive Officer
Feutune Light Acquisition Corporation
48 Bridge Street, Building A
Metuchen, New Jersey 08840
Re:Feutune Light Acquisition Corporation
Registration Statement on Form S-4
Filed on February 8, 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 January 3, 2024 letter.
Registration Statement on Form S-4 filed on February 8, 2024
Executive Compensation
Outstanding Equity Awards at Fiscal Year-End, page 212
1.Please update your compensation disclosure with respect to the Outstanding Equity
Awards and the Non-Employee Director Compensation to reflect the fiscal year ended
December 31, 2023.
2.We note in footnote 4 to the table that 10,000 options granted to Pok Man Ho expired
January 1, 2024. Please update the outstanding equity awards as of the most recent date
practicable.

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corporation
 February 23, 2024 Page 2
 FirstName LastName
Xuedong Tian
Feutune Light Acquisition Corporation
February 23, 2024
Page 2
            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

CORRESP
1
filename1.htm

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 

United States securities and exchange commission logo
January 3, 2024
Xuedong Tian
Chief Executive Officer
Feutune Light Acquisition Corporation
48 Bridge Street, Building A
Metuchen, New Jersey 08840
Re:Feutune Light Acquisition Corporation
Registration Statement on Form S-4
Filed on December 7, 2023
File No. 333-275933
Dear Xuedong Tian:
            We have reviewed your 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.
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.
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.
3.We understand the sponsor will receive additional securities for the Class B Common

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corporation
 January 3, 2024 Page 2
 FirstName LastNameXuedong Tian
Feutune Light Acquisition Corporation
January 3, 2024
Page 2
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.
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.
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
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.

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.
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

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corporation
 January 3, 2024 Page 3
 FirstName LastNameXuedong Tian
Feutune Light Acquisition Corporation
January 3, 2024
Page 3
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.
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.
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.
11.Please describe Thunder Power's dependence, if any, 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.
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 the patent for the "traction motor"
is held by Mr. Wellen Sham. Please revise to address this inconsistency throughout the
registration statement.

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corporation
 January 3, 2024 Page 4
 FirstName LastNameXuedong Tian
Feutune Light Acquisition Corporation
January 3, 2024
Page 4
Legal Proceedings, page 187
14.We note your disclosure regarding ongoing litigation against Wellen Sham in the Taiwan
Taipei District Court. Here, and in your risk factor on page 47, please include a
description of the factual basis alleged to underlie the proceeding, the relief sought and up
to date information regarding the response to both the claim and all related pleadings. As
appropriate, please also describe any material attendant risks related to this proceeding
and its impact on Thunder Power and the consummation of the business combination.

Certain Relationships and Related Party Transactions, page 213
15.Please disclose the executive compensation made to the directors and executive officers of
Thunder Power by affiliates of Thunder Power referenced on page 206. Refer to
Item 404 of Regulation S-K.
Annex E, page E-3
16.We note that CHFT's opinion is "solely for the use and benefit of the Board of Directors
of FLFV in its consideration of the Proposed Transaction" As written these statements
may be construed as disclaimers of any potential liability CHFT may owe to security
holders. Please either revise this disclosure and the fairness opinion itself to remove these
statements or provide the legal basis for the company's and the advisor's belief that
security holders cannot rely on the opinion to bring state law actions, including a
description of any state law authority on such a defense. If no such authority exists, please
disclose that the issue will be resolved by a court, resolution of the issue will have no
effect on rights and responsibilities of the board under state law, and the availability of
this defense has no effect on the rights and responsibilities of either the advisor or the
board under the federal securities laws.
Exhibits
17.Please file material contracts required by Item 601(b)(10) of Regulation S-K as exhibits to
your registration statement. In this regard, we note references to consultancy agreements,
shareholder support agreement, lock-up agreements and earnout escrow agreement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the 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

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corporation
 January 3, 2024 Page 5
 FirstName LastName
Xuedong Tian
Feutune Light Acquisition Corporation
January 3, 2024
Page 5
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

CORRESP
1
filename1.htm

June 14, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Stacie Gorman

 Re: Feutune Light Acquisition Corporation

Registration Statement on Form S-1, as amended

File No. 333-264221

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Feutune
Light Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it
to become effective at 4:30 p.m., Eastern Time, on June 15, 2022, or as soon thereafter as practicable, or at such other time as the Company
or its outside counsel, Robinson & Cole LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that the several underwriters have complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    US TIGER SECURITIES, INC.

as representatives of the several underwriters

    By:
    /s/ Lei Huang

    Name:
    Lei Huang

    Title:
    Chief Executive Officer

    EF HUTTON,

    division of Benchmark Investments, LLC

as representatives of the several underwriters

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

[Signature Page to Underwriters’ Acceleration
Request Letter]

CORRESP
1
filename1.htm

FEUTUNE LIGHT ACQUISITION CORPORATION

June 14, 2022

Via Edgar

Ms. Stacie Gorman

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:  Feutune Light Acquisition Corporation

                                                                                Registration
Statement on Form S-1, as amended (File No. 333-264221)

Request
for Acceleration of Effectiveness

Dear Ms. Gorman:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Feutune Light Acquisition Corporation hereby requests
that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that the Registration
Statement becomes effective at 4:30 p.m., Eastern Time, on June 15, 2022, or as soon thereafter as practicable.

    Very truly yours,

    By:
    /s/ Yuanmei Ma

    Yuanmei Ma

    Chief Financial Officer

Arila Zhou, Esq.

Robinson & Cole LLP

CORRESP
1
filename1.htm

Feutune Light Acquisition Corporation

June 13, 2022

Via Edgar

Ms. Stacie Gorman

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Feutune Light Acquisition Corporation

    Registration Statement

    Filed June 13, 2022

    File No. 333-264221

Dear Ms. Gorman:

This letter is in response to the letter dated
June 13, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Feutune Light Acquisition Corporation (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An Amendment No. 4 to the Registration
Statement on Form S-1 (the “Amendment”) is being filed to accompany this letter.

Amendment No. 3 to Registration Statement on
Form S-1

General

1. With a view toward disclosure, please tell
us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure
that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject
to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited.
Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent
you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors,
such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless..

Response: In response to the Staff’s
comment, we have updated the disclosre on cover page, pages 27 and 32 of the registration statement accordingly.

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 E. Zhou, Esq., of Robinson & Cole LLP, at (212)
451-2908.

Very truly yours,

    By:
    /s/ Xuedong (Tony) Tian

    Xuedong (Tony) Tian

Chief Executive Officer

Arila E. Zhou, Esq.

Robinson & Cole LLP

United States securities and exchange commission logo
June 13, 2022
Xuedong Tian
Chief Executive Officer
Feutune Light Acquisition Corp
48 Bridge Street, Building A
Metuchen, NJ 08840
Re:Feutune Light Acquisition Corp
Amendment No. 3 to Registration Statement on Form S-1
Filed June 13, 2022
File No. 333-264221
Dear Mr. Tian:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1 filed June 13, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corp
 June 13, 2022 Page 2
 FirstName LastName
Xuedong Tian
Feutune Light Acquisition Corp
June 13, 2022
Page 2
completing an initial business combination and require you to liquidate.  Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
            Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Arila E. Zhou, Esq.

CORRESP
1
filename1.htm

Feutune Light Acquisition Corporation

May 24, 2022

Via Edgar

Ms. Stacie Gorman

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Feutune Light Acquisition Corporation

    Registration Statement

    Filed May 9, 2022

    File No. 333-264221

Dear Ms. Gorman:

This letter is in response to the letter dated
May 20, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Feutune Light Acquisition Corporation (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An Amendment No. 2 to the Registration
Statement on Form S-1 (the “Amendment”) is being filed to accompany this letter.

Amendment No. 1 to Registration Statement on
Form S-1

Cover Page

1. Provide prominent disclosure about the legal
and operational risks associated with a majority of your directors and officers being based in or having significant ties to China. Your
disclosure should make clear whether these risks could result in a material change in your search for a target company and/or the value
of the securities you are registering for sale. Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your
company. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: In response to the Staff’s
comment, we respectfully advise the Staff that we have revised the disclosure to clarify that our directors and officers do not have significant
ties to China except that some members lived in China many years ago before they came to the United Stated for advanced education and
commenced their professional careers in the United States. To address further, we also added the disclosure that all of our directors
and officers are located in the United States and investors will be able to effect service of process and enforce judgement of United
States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws.

Prospectus Summary, page 1

2. In your summary of risk factors, disclose
the risks that the majority of your directors and officers being based in or having significant ties to China poses to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your search for a target company or completion of your initial business combination at any time,
which could result in a material change in your operations and/or the value of the securities you are registering for sale.

Response: In response to the Staff’s
comment, we respectfully advise the Staff that we have revised the disclosure to clarify that we believe that none of our officers, directors,
and director nominees has significant ties to China except that some members lived in China many years ago before they came to the United
Stated for advanced education and commenced their professional careers in the United States. To address further, we also added the disclosure
that all of our directors and officers are located in the United States and investors will be able to effect service of process and enforce
judgement of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws.

3. Disclose each permission or approval that
your officers and directors are required to obtain from Chinese authorities to search for a target company. State whether your directors
and officers are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration
of China (CAC) or any other governmental agency and state affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if your officers
and directors (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and your directors and officers are required to obtain
such permissions or approvals in the future.

Response: Pursuant to the Staff’s
comment, we revised our disclosure on page 7 to clarify that no permission or approval that our officers and directors are required to
obtain from Chinese authorities to conduct the offering and search for a target company.

4. Disclose that trading in your securities
may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely
your auditor, and that as a result an exchange may determine to delist your securities. Disclose whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021.

Response: Pursuant to the Staff’s
comment, we have included the disclosure captioned “Holding Foreign Companies Accountable Act” on page 7 to specify that our
auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 and the Holding Foreign Companies Accountable
Act will not affect us or the post-combination entity.

Risk Factors, page 30

5.
Please expand your risk factors to disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result an exchange
may determine to delist your securities. Please also disclose that the United States Senate has passed the Accelerating Holding Foreign
Companies Accountable Act, which, if enacted, would decrease the number of “non-inspection years” from three years to two
years, and thus, would reduce the time before your securities may be prohibited from trading or delisted. Update your disclosure to reflect
that the Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China
or Hong Kong.

Response: In response to the Staff’s
comment, we respectfully advise the Staff to refer to our response to Comment 4.

6. Given the Chinese government’s significant
oversight and discretion over the conduct of your directors’ and officers’ search for a target company, please revise to highlight
separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material
change in your search and/or the value of the securities you are registering.

Response: In response to the Staff’s
comment, we respectfully advise the Staff to refer to our response to Comment 3.

7. In light of recent events indicating greater
oversight by the Cyberspace Administration of China (CAC) over data security, please revise your disclosure to explain how this oversight
impacts your officers and directors or their search for a target company, and to what extent you believe that your officers and directors
are compliant with the regulations or policies that have been issued by the CAC to date.

Response: In response to the Staff’s
comment, we respectfully advise the Staff to refer to our response to Comments 2 and 3.

    2

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 E. Zhou, Esq., of Robinson & Cole LLP, at (212)
451-2908.

Very truly yours,

    By:
    /s/ Xuedong (Tony) Tian

    Xuedong (Tony) Tian

Chief Executive Officer

Arila E. Zhou, Esq.

Robinson & Cole LLP

3

United States securities and exchange commission logo
May 20, 2022
Xuedong Tian
Chief Executive Officer
Feutune Light Acquisition Corp
48 Bridge Street, Building A
Metuchen, NJ 08840
Re:Feutune Light Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-1
Filed May 9, 2022
File No. 333-264221
Dear Mr. Tian:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 25, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed May 9, 2022
Cover Page
1.Provide prominent disclosure about the legal and operational risks associated with a
majority of your directors and officers being based in or having significant ties to China.
Your disclosure should make clear whether these risks could result in a material change in
your search for a target company and/or the value of the securities you are registering for
sale.  Please disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.  Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the
prospectus cover page.

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corp
 May 20, 2022 Page 2
 FirstName LastNameXuedong Tian
Feutune Light Acquisition Corp
May 20, 2022
Page 2
Prospectus Summary , page 1
2.In your summary of risk factors, disclose the risks that the majority of your directors and
officers being based in or having significant ties to China poses to investors.  In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus.  For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your search for a target company or completion of your initial business
combination at any time, which could result in a material change in your operations and/or
the value of the securities you are registering for sale.
3.Disclose each permission or approval that your officers and directors are required to
obtain from Chinese authorities to search for a target company.  State whether your
directors and officers are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if your officers and
directors (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii) applicable laws,
regulations, or interpretations change and your directors and officers are required to obtain
such permissions or approvals in the future.
4.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities.  Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Risk Factors, page 30
5.Please expand your risk factors to disclose that trading in your securities may be
prohibited under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it cannot inspect or fully investigate your auditor, and that as a result an
exchange may determine to delist your securities.  Please also disclose that the United
States Senate has passed the Accelerating Holding Foreign Companies Accountable Act,
which, if enacted, would decrease the number of “non-inspection years” from three years
to two years, and thus, would reduce the time before your securities may be prohibited
from trading or delisted.  Update your disclosure to reflect that the Commission adopted
rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued
its report notifying the Commission of its determination that it is unable to inspect or
investigate completely accounting firms headquartered in mainland China or Hong Kong.

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corp
 May 20, 2022 Page 3
 FirstName LastName
Xuedong Tian
Feutune Light Acquisition Corp
May 20, 2022
Page 3
6.Given the Chinese government’s significant oversight and discretion over the conduct of
your directors’ and officers’ search for a target company, please revise to highlight
separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your search and/or the
value of the securities you are registering.
7.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to explain how this
oversight impacts your officers and directors or their search for a target company, and to
what extent you believe that your officers and directors are compliant with the regulations
or policies that have been issued by the CAC to date.
            You may contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Arila E. Zhou, Esq.

CORRESP
1
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Feutune Light Acquisition Corporation

May 6, 2022

Via Edgar

Ms. Stacie Gorman

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Feutune Light Acquisition Corporation

    Registration Statement

    Filed April 11, 2022

    File No. 333-264221

Dear Ms. Gorman:

This letter is in response to the letter dated
April 25, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Feutune Light Acquisition Corporation (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An Amendment No. 1 to the Registration
Statement on Form S-1 (the “Amendment”) is being filed to accompany this letter.

Registration Statement on Form S-1

General

1. We note that a majority of your executive
officers and/or directors have significant ties to China and Hong Kong. We also note your statement that you will “not undertake
[y]our initial business combination with any company being based in or having the majority of the company’s operations in China
(including Hong Kong and Macau).” Please revise the cover page to disclose that your executive officers’ and directors’ ties to
China and Hong Kong may make you a less attractive partner to a non-China- or non-Hong Kong-based target company, and discuss the impact
this could have upon your search for an initial business combination.

Response:

In response to the Staff’s comment, we hereby
revises the Cover Page and add the relevant risk factor in the Risk Fact. Please see the Cover Page and Risk Factor of the Amendment for
details.

The Offering

2. We note that you revised the units from
one-half warrants to whole units; however, your disclosure still indicates that an individual would have to purchase two units to trade
a whole unit. Please revise to address this discrepancy.

Response: In response to the Staff’s
comment, the Company hereby removes the fractional share references (i.e., “No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive
or trade a whole warrant.”) on page 10. The Company also makes corresponding revisions on pages 111 and pages 114.

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 E. Zhou, Esq., of Robinson & Cole LLP, at (212)
451-2908.

Very truly yours,

    By:
    /s/ Yuanmei Ma

    Yuanmei Ma

Chief Financial Officer

Arila E. Zhou, Esq.

Robinson & Cole LLP

United States securities and exchange commission logo
April 25, 2022
Xuedong Tian
Chief Executive Officer
Feutune Light Acquisition Corp
48 Bridge Street, Building A
Metuchen, NJ 08840
Re:Feutune Light Acquisition Corp
Registration Statement on Form S-1
Filed April 11, 2022
File No. 333-264221
Dear Mr. Tian:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that a majority of your executive officers and/or directors have significant ties to
China and Hong Kong.  We also note your statement that you will “not undertake [y]our
initial business combination with any company being based in or having the majority of
the company’s operations in China (including Hong Kong and Macau).”  Please revise the
cover page to disclose that your executive officers' and directors' ties to China and Hong
Kong may make you a less attractive partner to a non-China- or non-Hong Kong-based
target company, and discuss the impact this could have upon your search for an initial
business combination.

 FirstName LastNameXuedong Tian
 Comapany NameFeutune Light Acquisition Corp
 April 25, 2022 Page 2
 FirstName LastName
Xuedong Tian
Feutune Light Acquisition Corp
April 25, 2022
Page 2
The Offering, page 10
2.We note that you revised the units from one-half warrants to whole units; however, your
disclosure still indicates that an individual would have to purchase two units to trade a
whole unit.  Please revise to address this discrepancy.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Arila E. Zhou, Esq.