Feutune Light Acquisition Corporation (NASDAQ: FLFV) (“FLFV”), a
blank check company incorporated in Delaware, today announced it
held a special meeting of the stockholders (the “Special Meeting”)
and obtained the stockholders’ approval for the proposals to extend
the time (the “Combination Deadline”) it has to complete an initial
business combination. In addition, FLFV agreed with Thunder Power
Holdings Limited (“TPH”) to amend Agreement and Plan of Merger
(“Merger Agreement”) to confirm that TPH will continue to provide
extension payments for the FLFV to extend its Combination Deadline.
Special Meeting Results
At the Special Meeting, the stockholders of FLFV
approved to amend FLFV’s Amended and Restated Certificate of
Incorporation (the “Current Charter”) to allow FLFV until March 21,
2024 to consummate an initial business combination and may elect to
extend the Combination Deadline up to nine times, each by an
additional one-month period (each a “Monthly Extension”), for a
total of up to nine months to December 21, 2024, by depositing to
FLFV’s trust account (the “Trust Account”) the lesser of (i)
$60,000 for all public shares and (ii) $0.035 for each public share
for each one-month extension (each such deposit, a “Monthly
Extension Payment”). The Special Meeting is the second such meeting
since July 2023 to extend the Combination Deadline.
Pursuant to FLFV’s certificate of amendment to
the Current Charter to be filed on March 18, 2024, FLFV may extend
on monthly basis from March 21, 2024 until December 21, 2024 or
such an earlier date as may be determined by its board to complete
a business combination by depositing the Monthly Extension Payment
for each month into the Trust Account.
Merger Agreement Amendment
Pursuant the current Merger Agreement, TPH
agreed to provide loans to FLFV to be deposited into the Trust
Account as monthly extension payments to extend the deadline for
completing the Business Combination under the Current Charter until
March 21, 2024.
To afford more time and flexibility to
consummate the Business Combination, on March 19, 2024, FLFV and
TPH entered into an amendment to the Merger Agreement, pursuant to
which TPH will continue to provide loans to FLFV to be deposited
into the Trust Account as Monthly Extension Payments for each
Monthly Extension FLFV seeks to consummate the Business
Combination, up to June 21, 2024.
In order to extend the Combination Deadline from
March 21, 2024 to April 21, 2024, an aggregate of $60,000 Monthly
Extension Payment was deposited into the Trust Account on March 19,
2024.
About Feutune Light Acquisition
Corporation
Feutune Light Acquisition Corporation is a blank
check company formed as a Delaware corporation for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination
with one or more businesses. The Company is actively searching and
identifying suitable business combination targets but has not
selected any business combination target. The company’s efforts to
identify a prospective target business are not be limited to a
particular industry or geographic region, although the Company is
prohibited from undertaking initial business combination with any
entity that is based in or have the majority of its operations in
China (including Hong Kong and Macau).
Additional Information and Where to Find
It
As previously disclosed, on October 26, 2023,
FLFV entered into that certain Agreement and Plan of Merger (as may
be amended, supplemented or otherwise modified from time to time,
the “Merger Agreement”), by and between the by and among FLFV,
Feutune Light Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of FLFV (“Merger Sub”), and Thunder
Power Holdings Limited, a British Virgin Islands company (“TPH”),
pursuant to which TPH will merge with and into Merger Sub, with
Merger Sub surviving as a wholly-owned subsidiary of FLFV (the
“Merger”); (ii) each Additional Agreement (as defined in the
Merger Agreement); and (iii) the Merger and other transactions
contemplated therein (collectively, the “Business Combination” or
“Transactions”). This press release does not contain all the
information that should be considered concerning the proposed
Business Combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
Business Combination. FLFV’s stockholders and other interested
persons are advised to read, the proxy statement/prospectus on Form
S-4, as amended (the “S-4”), filed on December 7, 2023 with the
U.S. Securities & Exchange Commission (File No. 333-275933)
(“SEC”) and other documents filed in connection with the proposed
Business Combination, as these materials will contain important
information about FLFV, Merger Sub or TPH, and the proposed
Business Combination. The S-4 and other relevant materials for the
proposed Business Combination will be mailed to stockholders of
FLFV as of a record date to be established for voting on the
proposed Business Combination. Such stockholders will also be able
to obtain copies of the S-4 and other documents filed with the SEC,
without charge, once available, at the SEC’s website
at www.sec.gov, or by directing a request to FLFV’s principal
office at 48 Bridge Street, Building A, Metuchen, New Jersey
08840.
Forward-Looking Statements
This press release contains certain
“forward-looking statements” within the meaning of the Securities
Act of 1933 and the Securities Exchange Act of 1934, both as
amended. Statements that are not historical facts, including
statements about the pending transactions described herein, and the
parties’ perspectives and expectations, are forward-looking
statements. Such statements include, but are not limited to,
statements regarding the proposed Business Combination, including
the anticipated initial enterprise value and post-closing equity
value, the benefits of the proposed Business Combination,
integration plans, expected synergies and revenue opportunities,
anticipated future financial and operating performance and results,
including estimates for growth, the expected management and
governance of the combined company, and the expected timing of the
transactions. The words “expect,” “believe,” “estimate,” “intend,”
“plan” and similar expressions indicate forward-looking statements.
These forward-looking statements are not guarantees of future
performance and are subject to various risks and uncertainties,
assumptions (including assumptions about general economic, market,
industry and operational factors), known or unknown, which could
cause the actual results to vary materially from those indicated or
anticipated.
Such risks and uncertainties include, but are
not limited to: (i) risks related to the expected timing and
likelihood of completion of the pending Business Combination,
including the risk that the transaction may not close due to one or
more closing conditions to the Business Combination not being
satisfied or waived, such as regulatory approvals not being
obtained, on a timely basis or otherwise, or that a governmental
entity prohibited, delayed or refused to grant approval for the
consummation of the Business Combination or required certain
conditions, limitations or restrictions in connection with such
approvals; (ii) risks related to the ability of FLFV and TPH to
successfully integrate the businesses; (iii) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the applicable transaction agreements; (iv) the risk
that there may be a material adverse change with respect to the
financial position, performance, operations or prospects of FLFV or
TPH; (v) risks related to disruption of management time from
ongoing business operations due to the proposed Business
Combination; (vi) the risk that any announcements relating to the
proposed Business Combination could have adverse effects on the
market price of FLFV’s securities; (vii) the risk that the proposed
Business Combination and its announcement could have an adverse
effect on the ability of TPH to retain customers and retain and
hire key personnel and maintain relationships with their suppliers
and customers and on their operating results and businesses
generally; (viii): risks relating to the automotive industry,
including but not limited to governmental regulatory and
enforcement changes, market competitions, competitive product and
pricing activity; and (ix) risks relating to the combined company’s
ability to enhance its products and services, execute its business
strategy, expand its customer base and maintain stable relationship
with its business partners.
A further list and description of risks and
uncertainties can be found in the prospectus filed on June 17, 2022
relating to FLFV’s initial public offering, the annual report of
FLFV on Form 10-K for the fiscal year ended on December 31, 2023,
filed on March 6, 2024, and in the S-4, and other documents that
the parties may file or furnish with the SEC, which you are
encouraged to read. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these forward-looking
statements. Forward-looking statements relate only to the date they
were made, and FLFV, TPH, and their subsidiaries undertake no
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made except as required
by law or applicable regulation.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed Business Combination
or any other transaction and does not constitute an offer to sell
or a solicitation of an offer to buy any securities of FLFV, Merger
Sub or TPH, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933.
Participants in the Solicitation
FLFV, Merger Sub, TPH, and their respective
directors, executive officers, other members of management, and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of FLFV stockholders in connection with the
proposed Business Combination. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of FLFV stockholders in connection with the proposed
bus Business Combination as set forth in the S-4.
Contact Information:
Feutune Light Acquisition Corporation
Yuanmei MaChief Financial Officer48 Bridge
Street, Building AMetuchen, New Jersey 08840(909)-214-2482
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