UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
June 14, 2024
Date of Report (Date of
earliest event reported)
FEUTUNE LIGHT ACQUISITION
CORPORATION
(Exact Name of Registrant
as Specified in its Charter)
Delaware |
|
001-41424 |
|
87-4620515 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
221 W 9th St #848
Wilmington, Delaware |
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19801 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: 909-214-2482
N/A
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section
12(b) of the Act: None.
Title of each class |
|
Trading Symbol |
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Name of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock, one Warrant and one Right |
|
FLFVU |
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The Nasdaq Stock Market LLC |
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Class A Common Stock, par value $0.0001 per share |
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FLFV |
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The Nasdaq Stock Market LLC |
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Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
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FLFVW |
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The Nasdaq Stock Market LLC |
|
|
|
|
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Rights, each right exchangeable for one-tenth (1/10) of one share of Class A Common Stock at the closing of a business combination |
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FLFVR |
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The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On
June 14, 2024, Feutune Light Acquisition Corporation (the “Company” or “FLFV”) received a written notice (the
“Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that, for the period from March 19 through April 30, 2024, the Company’s Market Value of Listed Securities (“MVLS”)
was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A)
(the “Market Value Standard”). The Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rule
5450(b)(3)(A) (the “Total Assets/Total Revenue Standard”). An indicator will be displayed with quotation information related
to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third-party providers of market data
information, however, the Notice does not impact the listing of the Company’s securities on The Nasdaq Global Market at this time.
The
Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has
a period of 180 calendar days from the date of the Notice, or until December 11, 2024 (the “Compliance Date”), to regain compliance
with the Market Value Standard. During this period, the Company’s securities will continue to trade on The Nasdaq Global Market.
If at any time before the Compliance Date the Company’s MVLS closes at or above $50 million for a minimum of 10 consecutive business
days as required under the Compliance Period Rule, the Staff will provide written notification to the Company that it has regained compliance
with the Market Value Standard and will close the matter.
If
the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Staff will provide a written notification
to the Company that its securities are subject to delisting. At that time, the Company may appeal the Staff’s delisting determination
to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and
appeals the delisting determination by the Staff to the Panel, such appeal would be successful.
The
Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve
the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. However, there can be no assurance
that the Company will be able to regain or maintain compliance with Nasdaq listing criteria.
Forward-Looking Statements
As
previously disclosed, on October 26, 2023, FLFV entered into an Agreement and Plan of Merger (as may be amended from time to time, the
“Merger Agreement”), 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 (“Thunder Power”),
pursuant to which Thunder Power will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of FLFV (the
“Business Combination”). This Report contains certain “forward-looking statements” within the meaning of the Securities
Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 Thunder Power
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 Thunder Power; (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 Thunder Power 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 the Form 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, Thunder Power, 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.
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.
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Feutune Light Acquisition Corporation |
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Date: June 17, 2024 |
By: |
/s/ Yuanmei Ma |
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Name: |
Yuanmei Ma |
|
Title: |
Chief Financial Officer |
3
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