UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On April 18, 2024, an aggregate of $60,000 (the “April Monthly Extension Payment”) was deposited into trust account of Feutune Light Acquisition Corporation (the “Company”) for the public stockholders, which enabled the Company to extend the period of time it has to consummate its initial business combination by one month from April 21, 2024 to May 21, 2024 (the “April Extension”). The April Extension is the second of the up to nine Monthly Extensions permitted under the Company’s Amended and Restated Certificate of Incorporation currently in effect.
In connection with the April Monthly Extension Payment and pursuant to the Agreement and Plan of Merger entered into by the Company, Thunder Power Holdings Limited (“Thunder Power”), and Feutune Light Merger Sub, Inc. on October 26, 2023 (as amended, the “Merger Agreement”), the Company issued an unsecured promissory note of $60,000 (the “Note”) to Thunder Power, to evidence the payments made for the April Monthly Extension Payment.
The Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination, or (ii) the date of expiry of the term of the Company (the “Maturity Date”). Any of the following will constitute an event of default under the Note: (i) a failure to pay the principal within five (5) business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of any of Company’s obligations under the Note; (iv) any cross defaults; (v) an enforcement proceeding against the Company; or (vi) it is or becomes unlawful for the Company to perform any of its obligations under the Note, or any obligations of the Company under the Note are not or cease to be legal, valid, binding or enforceable. Upon the occurrence of an event of default specified in (i) or (iv) above, Thunder Power may, by written notice to the Company, declare the Note to be due immediately and payable, whereupon the outstanding principal balance of the Note, and all other amounts payable under the Note, will become immediately due and payable without presentment, demand, protest or other notice of any kind. Upon the occurrence of an event of default specified in (ii), (iii), (v), (vi) or (vii) above, the outstanding principal balance of the Note, and all other sums payable under the Note, will automatically and immediately become due and payable, in all cases without any action on the part of Thunder Power.
Thunder Power has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into private units (the “Units”) of the Company, that are identical to the public units of the Company, subject to certain exceptions, as described in the Company’s final prospectus dated June 17, 2022 filed with the SEC and related to the Company’s initial public offering (the “Final Prospectus”), by providing the Company with written notice of the intention to convert at least two (2) business days prior to the closing of the business combination. The number of Units to be received by Thunder Power in connection with such conversion will be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Thunder Power by (y) $10.00.
In the event that the transactions contemplated under the Merger Agreement are being negotiated in good faith and show a reasonable chance of being consummated, Thunder Power, in its sole discretion, may agree on the same or different terms and conditions to further extend the monthly extension payments to the Company, thereby incurring additional promissory notes from the Company to Thunder Power. So long as there is an outstanding principal balance on the Note or any additional promissory note from the Company to Thunder Power, the Company and Thunder Power must mutually agree to extend the period of time that the Company has to consummate its initial business combination past June 21, 2024.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
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Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of the Note, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until 30 days after the completion of the Company’s initial Business Combination and (2) are entitled to registration rights.
Item 7.01 Regulation FD Disclosure.
On April 18, 2024, the Company issued a press release (the “Press Release”) announcing that the April Monthly Extension Payment has been made. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and the Press Release hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated April 18 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited | |
| 99.1 | Press Release, dated April 18, 2024 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Feutune Light Acquisition Corporation | ||
| Date: April 18, 2024 | By: | /s/ Yuanmei Ma |
| Name: | Yuanmei Ma | |
| Title: | Chief Financial Officer | |
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