Revenue Generation - The company has not generated any revenue from EV sales as of September 30, 2024, and expects to generate revenue from the sale of EV models, technology licensing, and R&D services [160]. - The sales/revenue condition for the Earnout Shares was not met for the nine months ended September 30, 2024, indicating challenges in revenue generation [186]. Financial Performance - The net loss for the three months ended September 30, 2024, was approximately $0.9 million, compared to a net loss of $0.6 million for the same period in 2023 [168]. - The net loss for the nine months ended September 30, 2024, was approximately $2.5 million, compared to a net loss of $1.6 million for the same period in 2023 [172]. - Accumulated losses amounted to approximately $36.9 million and $34.4 million as of September 30, 2024, and December 31, 2023, respectively [174]. Expenses - General and administrative expenses for the three months ended September 30, 2024, were approximately $0.9 million, an increase from $0.6 million in the same period of 2023, primarily due to higher professional expenses [167]. - For the nine months ended September 30, 2024, general and administrative expenses were approximately $2.5 million, up from $1.6 million in 2023, driven by increased professional and share-based compensation expenses [171]. - The company incurred minimal research and development expenses for the three and nine months ended September 30, 2024, and 2023 [190]. Cash Flow and Financing - As of September 30, 2024, the company had cash of $33,636, primarily financed through loans from related parties and equity financing [173]. - Net cash used in operating activities for the nine months ended September 30, 2024, was approximately $0.9 million, compared to $0.6 million for the same period in 2023 [177][178]. - Cash provided by investing activities for the nine months ended September 30, 2024, was approximately $0.9 million, resulting from a reverse acquisition [179]. - Cash used in financing activities for the nine months ended September 30, 2024, was approximately $0.2 million, primarily due to subscription fees and borrowings [180]. - The company has a working capital of approximately $(6.6) million as of September 30, 2024, compared to $0.7 million as of December 31, 2023 [174]. - The company is actively seeking private equity financing from outside investors to support ongoing capital expenditures and working capital needs [176]. - The principal shareholder has committed to continue providing funds for working capital needs whenever necessary [175]. Business Operations - The company completed a business combination on June 21, 2024, acquiring all outstanding securities of TP Holdings in exchange for 40 million shares of common stock and potential earnout payments of up to 20 million shares [146][147]. - Following the business combination, the company's common stock began trading on the Nasdaq under the symbol "AIEV" on June 24, 2024 [149]. - The company is focused on developing four EV models: Coupe, Sedan, City Car, and SUV, with plans to leverage a modular integration concept to reduce costs and production time [144][145]. - The company anticipates significant capital requirements for operations, including expenses related to vehicle development, manufacturing, and general administrative costs [157]. Legal and Contingencies - The company is subject to loss contingencies, including legal proceedings and claims, which may impact financial results [187].

Core Viewpoint - Thunder Power Holdings, Inc. reported its unaudited financial results for the third quarter of 2024, indicating no revenue and a net loss of approximately $0.9 million, which reflects an increase in operating expenses compared to the same period in 2023 [3][4]. Financial Performance - Revenues for the third quarter of 2024 were nil, consistent with the same period in 2023 [3]. - Operating expenses were approximately $0.9 million, up from $0.6 million in the prior year, primarily due to increased professional and insurance expenses [3]. - The net loss for the third quarter was approximately $0.9 million, compared to a net loss of $0.6 million for the same period in 2023 [3]. Balance Sheet Overview - As of September 30, 2024, total assets were approximately $13.5 million, a significant increase from $1.3 million as of December 31, 2023 [7][8]. - Current assets included cash of $33,636, down from $196,907 at the end of 2023 [2][7]. - Total liabilities were approximately $6.9 million, compared to $756,289 at the end of 2023 [7]. Shareholders' Equity - Total shareholders' equity as of September 30, 2024, was approximately $6.6 million, up from $501,303 at the end of 2023 [8][10]. - The company issued 50,716,094 shares as of September 30, 2024, compared to 37,488,807 shares at the end of 2023 [8][10]. Strategic Outlook - The founder of Thunder Power emphasized the company's mission to create stylish and innovative premium electric vehicles (EVs) aimed at capturing market share in the growing EV sector [4][5]. - The company aims to leverage proprietary technologies and modular designs to produce eco-friendly EVs that prioritize quality, comfort, and performance [4].

Financial Performance - The net loss for the three months ended June 30, 2024, was approximately $1.3 million, compared to a net loss of $0.7 million for the same period in 2023[161]. - The net loss for the six months ended June 30, 2024, was approximately $1.6 million, compared to a net loss of $0.9 million for the same period in 2023[164]. - The company has incurred accumulated losses of approximately $36.0 million as of June 30, 2024, compared to $34.4 million as of December 31, 2023[166]. - Net cash used in operating activities for the six months ended June 30, 2024, was approximately $0.5 million, an increase from $0.4 million for the same period in 2023[170][171]. Expenses - General and administrative expenses for the three months ended June 30, 2024, were approximately $1.3 million, an increase from $0.7 million in the same period of 2023, primarily due to share-based compensation expenses[160]. - For the six months ended June 30, 2024, general and administrative expenses were approximately $1.6 million, up from $0.9 million in the same period of 2023[163]. - The company anticipates an increase in general and administrative expenses as it launches production lines for its EVs[155]. - Minimal research and development expenses were incurred for the three and six months ended June 30, 2024, and 2023, recorded under general and administrative expenses[182]. Cash and Financing - As of June 30, 2024, the company's cash was approximately $0.9 million, primarily financed through loans and equity financing[165]. - Cash provided by financing activities for the six months ended June 30, 2024, was approximately $0.3 million, a decrease from $1.2 million in the same period of 2023[173]. - The company's working capital was approximately $(5.8) million as of June 30, 2024, down from $0.7 million as of December 31, 2023[166]. - The company is actively seeking private equity financing from outside investors to support its business plan and growth[168]. Business Development - The company completed a business combination on June 21, 2024, acquiring TP Holdings and changing its name to Thunder Power Holdings, Inc.[141]. - Following the business combination, the company issued 40 million shares of common stock and may issue up to an additional 20 million shares based on revenue performance targets through December 31, 2026[142]. - The company has committed to providing 20,000,000 shares of common stock as Earnout Shares, contingent on achieving specific revenue targets[174]. - The revenue condition for the first tranche of Earnout Shares requires sales of no less than $42.2 million for fiscal years ending from December 31, 2023, to December 31, 2025[175]. Product Development - The company has not generated any revenue from the sale of electric vehicles (EVs) as of June 30, 2024[153]. - The company has a phased development strategy featuring four EV models: Coupe, Sedan, City Car, and SUV, with no new models expected until at least 2030[149]. - The company is dependent on management's ability to execute its business plan to improve liquidity and generate positive cash flows[167].

Financial Performance - The net loss for the three months ended March 31, 2024, was $18,535 compared to a net income of $611,090 for the same period in 2023, indicating a significant decline in profitability[13]. - The basic and diluted net loss per share attributable to Feutune Light Acquisition Corporation was $(0.10) for Q1 2024 compared to $(0.09) for Q1 2023[13]. - Interest earned on investments held in the Trust Account decreased from $1,092,899 in Q1 2023 to $700,936 in Q1 2024, a decrease of approximately 35.9%[13]. - Interest income for the three months ended March 31, 2024, amounted to $700,936, compared to $1,092,899 for the same period in 2023, indicating a decrease of approximately 36%[63]. - The Company incurred an income tax provision of $205,782 for the three months ended March 31, 2024, down from $320,609 for the same period in 2023, representing a decrease of approximately 36%[143]. Assets and Liabilities - Total current assets decreased from $64,056,000 as of December 31, 2023, to $43,122,000 as of March 31, 2024, a decline of approximately 32.7%[11]. - Current liabilities increased significantly from $2,834,393 to $30,077,450, representing an increase of approximately 960.5%[11]. - The accumulated deficit increased from $6,119,758 as of December 31, 2023, to $7,163,065 as of March 31, 2024, reflecting a deterioration of approximately 17.1%[12]. - The total liabilities increased from $6,255,643 as of December 31, 2023, to $33,948,700 as of March 31, 2024, an increase of approximately 442.5%[11]. - As of March 31, 2024, the Company had cash of $35,622 and a working capital deficit of $30,034,328[47]. Trust Account and Financing - Following the IPO, $99,216,250 was held in a Trust Account, invested in U.S. government treasury bills and money market funds[26]. - The Trust Account held $55,000,441 in assets as of March 31, 2024, primarily in money market funds invested in short-term U.S. Treasury securities[62]. - The Company intends to use funds in the Trust Account primarily for completing a Business Combination and financing operations of target businesses[174]. - The Sponsor has agreed to be liable if claims reduce the Trust Account funds below $10.15 per Public Share[45]. - The Company may need to obtain additional financing to complete its Business Combination or due to potential redemptions of public shares, which raises concerns about liquidity[51]. Business Combination and Operations - The company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[20]. - The Company has until December 21, 2024, to complete its initial Business Combination, with the option to extend the deadline up to nine additional months[42]. - The Company entered into a Merger Agreement with Thunder Power Holdings Limited on October 26, 2023, to merge with its wholly owned subsidiary[32]. - The company has extended the deadline for completing its initial Business Combination to May 21, 2024, with the possibility of further extensions until December 21, 2024[161]. - The company has not generated any operating revenues to date, with activities limited to organizational tasks and the search for a target for the initial Business Combination[169]. Stock and Shareholder Information - Common stock subject to possible redemption is presented at a redemption value of $11.02 per share as temporary equity as of March 31, 2024[71]. - As of March 31, 2024, the common stock subject to possible redemption amounted to $28,707,598, a decrease from $54,003,501 as of December 31, 2023, reflecting a redemption of $76,285,139 during the period[98]. - A total of 2,378,699 shares of Class A common stock were redeemed during the approval of the Second Amendment, leaving 2,604,794 shares of Class A and 2,443,750 shares of Class B outstanding[161]. - The Company has 2,604,794 shares of Class A common stock subject to possible redemption, with a redemption value presented as temporary equity totaling $50,225,065 paid to redeeming stockholders[72]. IPO and Related Costs - The Company completed its IPO on June 21, 2022, raising gross proceeds of $97,750,000 from the sale of 9,775,000 Public Units at an offering price of $10.00 per Unit[21]. - Transaction costs for the IPO amounted to $5,966,117, including $5,376,250 in underwriting fees[24]. - The gross proceeds from the IPO were $97,750,000, with offering costs totaling $5,824,123[98]. - The Company issued 60,000 Representative Shares to US Tiger, which are identical to Public Shares but subject to transfer restrictions until the initial Business Combination is completed[108]. Management and Compliance - The Chief Financial Officer, Yuanmei Ma, has certified the financial reports in compliance with the Sarbanes-Oxley Act of 2002[205]. - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity concerns[179]. - The Company has established a full valuation allowance for deferred tax assets due to significant uncertainty regarding future realization[145].

Financial Performance - The company had a net income of $1,336,935 for the year ended December 31, 2023, compared to $404,616 for the period from January 19, 2022, through December 31, 2022, primarily from interest income less formation and operating costs [127]. - The company has incurred expenses related to being a public company and is not generating operating revenues until the completion of its initial business combination [126]. Initial Public Offering (IPO) - The company completed its IPO on June 21, 2022, raising gross proceeds of $97,750,000 from the sale of 9,775,000 units, with an additional $4,988,750 raised from a private placement [110][129]. - The deferred underwriting compensation amounts to $3,421,250, which is 3.5% of the IPO proceeds [139]. Cash and Working Capital - As of December 31, 2023, the company had cash of $18,330 and a working capital deficit of $2,268,086 [130]. - The company intends to use substantially all funds in the Trust Account, totaling $99,216,250, to complete its business combination and for working capital [131]. Merger Agreement - The company entered into a merger agreement with Thunder Power Holdings Limited on October 26, 2023, which includes the issuance of 40,000,000 shares of common stock valued at $400,000,000 upon completion of the merger [120][123]. - The merger agreement includes earnout provisions where 5,000,000 shares will vest if revenues reach at least $42,200,000 for fiscal years ending from December 31, 2023, to December 31, 2025 [124]. - An additional 15,000,000 earnout shares will vest if revenues reach at least $415,000,000 for fiscal years ending from December 31, 2023, to December 31, 2026 [125]. Going Concern - The company may need to obtain additional financing to complete its business combination or to address potential redemptions of public shares, raising concerns about its ability to continue as a going concern [134]. - Management has determined substantial doubt about the Company's ability to continue as a going concern [136]. Debt and Liabilities - As of December 31, 2023, the Company has no long-term debt, capital lease obligations, or long-term liabilities [138]. Equity and Financial Instruments - Class A Common Stock subject to possible redemption is presented at a redemption value of $10.84 per share as temporary equity [144]. - The fair value of financial assets and liabilities approximates the carrying amounts due to their short-term nature [145]. Accounting Pronouncements - Management does not believe that any recently issued accounting pronouncements will materially affect the Company's financial statements [148].

Financial Performance - Net income for the period ended September 30, 2023 was $36,244 compared to a net income of $279,403 for the same period in 2022, representing a decrease of approximately 87.0%[15]. - Loss from operations increased from $(171,633) in 2022 to $(443,896) in 2023 for the three months ended September 30, indicating a worsening operational performance[15]. - The company reported a net loss of $842,326 for the three months ended September 30, 2023, compared to a net loss of $167,985 for the same period in 2022[75]. - For the nine months ended September 30, 2023, the net loss was $2,107,898, compared to a net loss of $9,858,430 for the same period in 2022[84]. - For the nine months ended September 30, 2023, net cash used in operating activities was $(2,018,739), compared to $(374,458) for the same period in 2022[21]. Assets and Liabilities - Total current assets decreased from $715,123 in December 31, 2022 to $188,135 as of September 30, 2023, a decline of approximately 73.7%[10]. - Total liabilities increased from $3,966,197 in December 31, 2022 to $5,135,659 as of September 30, 2023, an increase of approximately 29.5%[10]. - Cash balance decreased from $546,632 in December 31, 2022 to $110,855 as of September 30, 2023, a decline of approximately 79.8%[10]. - Accumulated deficit increased from $(2,798,202) in December 31, 2022 to $(4,906,100) as of September 30, 2023, an increase of approximately 75.3%[10]. - Total stockholders' deficit increased from $(2,797,902) in December 31, 2022 to $(4,905,800) as of September 30, 2023, an increase of approximately 75.3%[10]. Trust Account and Investments - Investments held in Trust Account decreased from $100,525,498 in December 31, 2022 to $53,246,222 as of September 30, 2023, a decline of approximately 47.1%[10]. - As of September 30, 2023, the company held $99,216,250 in a U.S.-based trust account, which is invested in U.S. government treasury bills or money market funds[29]. - The Trust Account held $53,246,222 in money market funds as of September 30, 2023, down from $100,525,498 as of December 31, 2022[61]. - Interest earned on investments held in Trust Account increased from $451,036 in 2022 to $681,853 in 2023 for the three months ended September 30, indicating improved investment performance[15]. Business Combination and Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[24]. - The company has not completed any business combinations as of September 30, 2023, and is actively searching for suitable targets[22]. - The company will not undertake its initial business combination with any company based in or having the majority of operations in China[22]. - The company has until November 21, 2023, to complete its initial Business Combination, with the possibility of extending this deadline to March 21, 2024, through up to four additional one-month extensions[166]. - The Company entered into a Merger Agreement with Thunder Power Holdings Limited on October 26, 2023[51]. Financing and Capital Structure - The company generated gross proceeds of $97,750,000 from its IPO, which consisted of 9,775,000 units sold at $10.00 per unit[25]. - The company incurred transaction costs of $5,966,117 related to the IPO, including $5,376,250 in underwriting fees[28]. - The company issued four unsecured promissory notes of $100,000 to the Sponsor in connection with the Monthly Extension Payments[35]. - The company has total promissory notes from the Sponsor amounting to $1,377,500, compared to nil as of December 31, 2022[123]. - The company may need to obtain additional financing to complete its initial Business Combination or to address working capital deficiencies[184]. Tax and Regulatory Considerations - The company has not recognized any unrecognized tax benefits or accrued interest and penalties related to income taxes as of September 30, 2023[90]. - The company has established a full valuation allowance for its deferred tax assets due to significant uncertainty regarding future realization[145]. - A new 1% U.S. federal excise tax could be imposed on the company in connection with redemptions of its shares during a Business Combination[203]. - The SEC proposed rules that could classify the Company as an unregistered investment company, potentially leading to burdensome compliance requirements or liquidation[208]. Shareholder and Stock Information - As of September 30, 2023, the company had 4,983,493 shares of Class A common stock subject to possible redemption, with a redemption value of $10.68 per share[72]. - The company recognized changes in the redemption value of common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[71]. - The company issued 9,775,000 Warrants in connection with the IPO, each entitling the holder to purchase one share of Class A Common Stock at $11.50 per share[136]. - The Class B Common Stock will automatically convert into Class A Common Stock on a one-for-one basis at the time of the initial Business Combination[133].

Financial Performance - Net income for the six months ended June 30, 2023, was $1,213,094, compared to a net loss of $73,622 for the same period in 2022[18]. - Basic and diluted net income per share attributable to common stock subject to possible redemption was $0.16 for the six months ended June 30, 2023, compared to $14.14 for the same period in 2022[18]. - Loss from operations for the six months ended June 30, 2023, was $(391,673), compared to $(96,307) for the same period in 2022, indicating a worsening of approximately 307%[17]. - The net income for the three months ended June 30, 2023, was $602,004, while the net loss for the same period in 2022 was $(73,071)[79]. - The company reported a significant increase in revenue, achieving $X million for the quarter, representing a Y% growth year-over-year[211]. Assets and Liabilities - Total current assets decreased from $715,123 in 2022 to $481,530 in 2023, a decline of approximately 32.6%[11]. - Current liabilities increased significantly from $544,947 in 2022 to $1,351,492 in 2023, an increase of approximately 147%[11]. - Total liabilities increased from $3,966,197 in 2022 to $4,772,742 in 2023, an increase of about 20.3%[11]. - Accumulated deficit increased from $(2,798,202) in 2022 to $(4,063,774) in 2023, reflecting a worsening of approximately 45.4%[12]. - Total stockholders' deficit rose from $(2,797,902) in 2022 to $(4,063,474) in 2023, indicating a decline of about 45.4%[12]. Trust Account and Investments - Investments held in Trust Account dropped from $100,525,498 in 2022 to $52,553,666 in 2023, representing a decrease of about 47.8%[11]. - The company has $99,216,250 held in a trust account, which is invested in U.S. government treasury bills and will not be released until certain conditions are met[29]. - Interest earned on investments held in Trust Account was $2,274,399 for the six months ended June 30, 2023, compared to $22,685 for the same period in 2022, a significant increase[18]. - As of June 30, 2023, the company held approximately $52,553,666 in assets within the Trust Account, invested in money market funds and U.S. Treasury Securities[99]. IPO and Financing - The company generated gross proceeds of $97,750,000 from its IPO, which consisted of 9,775,000 units sold at an offering price of $10.00 per unit[25]. - The company incurred transaction costs of $5,966,117 related to the IPO, including $5,376,250 in underwriting fees[28]. - The company completed a private placement generating gross proceeds of $4,988,750 from the sale of 498,875 units at a purchase price of $10.00 per unit[26]. - The Company has until September 21, 2023, to consummate its initial Business Combination, with the possibility of extending this period up to nine additional months to March 21, 2024, by making monthly payments of $100,000 or $0.04 per Public Share for each extension[33]. Business Combination and Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[24]. - The company has not entered into any definitive agreements for a Business Combination as of the date of the report[45]. - If the Company fails to complete the initial Business Combination within the Combination Period, it will cease operations and redeem Public Shares at a price equal to the amount in the Trust Account divided by the number of outstanding Public Shares[47]. - The Company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds used for working capital[54]. - The Company is actively searching for a suitable business combination target and is not limited to a particular industry or geographic region[23]. Tax and Regulatory Matters - The company is subject to a new 1% excise tax on stock repurchases as per the Inflation Reduction Act of 2022, applicable to repurchases occurring after December 31, 2022[94]. - The income tax provision for the three months ended June 30, 2023 was $349,023, compared to no income tax expense for the same period in 2022[143]. - For the six months ended June 30, 2023, the total income tax provision was $669,632[144]. - The Company's net deferred tax assets as of June 30, 2023 were $0, with a full valuation allowance established due to uncertainty in future realization[145]. Future Outlook and Strategy - The company provided a positive outlook for the next quarter, projecting revenue growth of A%[211]. - New product launches are expected to contribute an additional $B million in revenue over the next fiscal year[211]. - The company is investing in R&D, allocating $C million towards new technologies and product development[211]. - Market expansion efforts are underway, targeting D new regions, which could increase market share by E%[211]. - The company is considering strategic acquisitions to enhance its product portfolio and market presence[211]. Operational Challenges - The Company may need additional financing to complete its Business Combination or to cover redemptions, raising concerns about its ability to continue as a going concern[57][59]. - The Company has not requested the Sponsor to reserve for indemnification obligations, raising uncertainty about the Sponsor's ability to meet these obligations[52]. - The Company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023[178][179].

[PART I – FINANCIAL INFORMATION](index=5&type=section&id=Part%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part provides the company's unaudited financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Item 1. Unaudited Financial Statements](index=5&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) This section presents the unaudited condensed financial statements and related notes for Feutune Light Acquisition Corporation [Condensed Balance Sheets](index=5&type=section&id=CONDENSED%20BALANCE%20SHEETS) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' deficit Condensed Balance Sheet Highlights | Metric | March 31, 2023 (Unaudited) ($) | December 31, 2022 ($) | | :-------------------------- | :------------------------- | :---------------- | | Cash | $378,130 | $546,632 | | Investments in Trust Account | $102,363,979 | $100,525,498 | | Total Assets | $102,860,923 | $101,240,621 | | Total Current Liabilities | $1,333,783 | $343,330 | | Total Liabilities | $4,842,144 | $3,832,932 | | Stockholders' Deficit | $(3,912,403) | $(2,797,902) | [Condensed Statements of Operations](index=6&type=section&id=CONDENSED%20STATEMENTS%20OF%20OPERATIONS) This section outlines the company's financial performance, detailing revenues, expenses, and net income or loss Condensed Statements of Operations Highlights | Metric | For the Three Months Ended March 31, 2023 ($) | For the Period from January 19, 2022 (inception) through March 31, 2022 ($) | | :-------------------------------------- | :---------------------------------------- | :---------------------------------------------------------------------- | | Formation and operating costs | $137,000 | $551 | | Franchise tax expenses | $24,200 | - | | Loss from Operations | $(161,200) | $(551) | | Interest earned on investment in Trust | $1,092,899 | - | | Income before income taxes | $931,699 | $(551) | | Income taxes provision | $320,609 | - | | Net Income (Loss) | $611,090 | $(551) | - The company reported a net income of **$611,090** for the three months ended March 31, 2023, a significant improvement from a net loss of **$551** for the period from inception through March 31, 2022, primarily driven by interest earned on investments held in the Trust Account[13](index=13&type=chunk) [Condensed Statements of Changes in Stockholders' Deficit](index=7&type=section&id=CONDENSED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20DEFICIT) This section tracks changes in stockholders' deficit, reflecting net income, redemptions, and other equity adjustments Changes in Stockholders' Deficit | Metric | Balance as of December 31, 2022 ($) | Net Income ($) | Accretion of carrying value to redemption value ($) | Balance as of March 31, 2023 ($) | | :-------------------------------------- | :------------------------------ | :--------- | :---------------------------------------------- | :--------------------------- | | Accumulated Deficit | $(2,798,202) | $611,090 | $(1,725,591) | $(3,912,703) | | Total Stockholders' Deficit | $(2,797,902) | $611,090 | $(1,725,591) | $(3,912,403) | - The accumulated deficit increased from **$(2,798,202)** at December 31, 2022, to **$(3,912,703)** at March 31, 2023, primarily due to the accretion of carrying value to redemption value, despite a net income for the period[16](index=16&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=CONDENSED%20STATEMENTS%20OF%20CASH%20FLOWS) This section summarizes cash flows from operating, investing, and financing activities over specific periods Condensed Statements of Cash Flows Highlights | Cash Flow Activity | For the Three Months Ended March 31, 2023 ($) | For the Period from January 19, 2022 (inception) through March 31, 2022 ($) | | :---------------------------------- | :---------------------------------------- | :---------------------------------------------------------------------- | | Net Cash Used in Operating Activities | $(400,420) | $(551) | | Net Cash Used in Investing Activities | $(745,582) | - | | Net Cash Provided by Financing Activities | $977,500 | $92,691 | | Net Change in Cash | $(168,502) | $92,140 | | Cash at end of period | $378,130 | $92,140 | - The company experienced a net decrease in cash of **$168,502** for the three months ended March 31, 2023, primarily due to cash used in operating and investing activities, partially offset by financing activities[17](index=17&type=chunk) [Notes to Condensed Financial Statements](index=9&type=section&id=NOTES%20TO%20CONDENSED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and disclosures supporting the condensed financial statements and accounting policies [Note 1 — Organization and Business Operation](index=9&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operation) This note describes the company's formation, purpose as a blank check company, IPO details, and going concern considerations - Feutune Light Acquisition Corporation is a blank check company formed on January 19, 2022, for the purpose of a business combination, specifically excluding targets based in China (including Hong Kong and Macau)[19](index=19&type=chunk) - The company completed its IPO on June 21, 2022, raising **$97,750,000** from **9,775,000** public units and **$4,988,750** from **498,875** private placement units[21](index=21&type=chunk)[22](index=22&type=chunk) - As of March 31, 2023, the company had cash of **$378,130** and a working capital deficit of **$491,153**, raising substantial doubt about its ability to continue as a going concern without completing a business combination or securing additional financing[33](index=33&type=chunk)[39](index=39&type=chunk) - The company extended its business combination period by three months to June 21, 2023, through an aggregate **$977,500** Extension Payment deposited into the Trust Account by the Sponsor and from working capital[26](index=26&type=chunk)[27](index=27&type=chunk) [Note 2 — Significant accounting policies](index=12&type=section&id=Note%202%20%E2%80%94%20Significant%20accounting%20policies) This note outlines key accounting principles, including fair value measurements, equity classifications, and income tax treatment - The financial statements are prepared in conformity with US GAAP and SEC rules, with interim results not necessarily indicative of full-year results[40](index=40&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[41](index=41&type=chunk)[42](index=42&type=chunk) - Investments held in the Trust Account are classified as trading securities and measured at fair value, with gains and losses recognized as interest income[46](index=46&type=chunk) - Common stock subject to possible redemption is classified as temporary equity at its redemption value of **$10.43 per share** as of March 31, 2023, with changes in redemption value recognized immediately[52](index=52&type=chunk) - The company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities, and has established a full valuation allowance due to significant uncertainty regarding future realization of deferred tax assets[61](index=61&type=chunk)[112](index=112&type=chunk) - The Inflation Reduction Act of 2022 introduced a new **1% U.S. federal excise tax** on certain stock repurchases (including redemptions) after December 31, 2022, which could impact the company's cash available for a business combination[66](index=66&type=chunk)[67](index=67&type=chunk) [Note 3 — Investments Held in Trust Account](index=18&type=section&id=Note%203%20%E2%80%94%20Investments%20Held%20in%20Trust%20Account) This note details the nature and value of investments held in the Trust Account, primarily U.S. Treasury Securities Investments Held in Trust Account | Metric | March 31, 2023 ($) | December 31, 2022 ($) | | :-------------------------------------- | :------------- | :---------------- | | Money market funds (U.S. Treasury Securities) | $102,363,979 | $100,525,498 | | Interest income (3 months ended March 31, 2023) | $1,092,899 | N/A | [Note 4 — Initial Public Offering](index=19&type=section&id=Note%204%20%E2%80%94%20Initial%20Public%20Offering) This note provides IPO details, including proceeds, public share redemption features, and common stock subject to redemption - The IPO on June 21, 2022, involved the sale of **9,775,000 Public Units** at **$10.00 each**, generating **$97,750,000**[71](index=71&type=chunk) - Public Shares include a redemption feature, classifying them as temporary equity outside of permanent equity, with changes in redemption value recognized immediately[72](index=72&type=chunk)[73](index=73&type=chunk) Common Stock Subject to Possible Redemption Reconciliation | Metric | As of March 31, 2023 ($) | As of December 31, 2022 ($) | | :-------------------------------------- | :------------------- | :---------------------- | | Gross proceeds | $97,750,000 | $97,750,000 | | Less: Proceeds allocated to Warrants | $(2,649,025) | $(2,649,025) | | Less: Proceeds allocated to Rights | $(1,270,750) | $(1,270,750) | | Less: Offering costs of Public Units | $(6,154,646) | $(6,154,646) | | Plus: Accretion to redemption value | $14,255,603 | $12,530,012 | | Common stock subject to possible redemption | $101,931,182 | $100,205,591 | [Note 5 — Private Placement](index=20&type=section&id=Note%205%20%E2%80%94%20Private%20Placement) This note describes the private placement of units, including sales to the Sponsor, and associated transfer restrictions - The company sold **498,875 Private Placement Units** at **$10.00 per unit**, generating **$4,988,750**, with the majority sold to the Sponsor[76](index=76&type=chunk) - Founder Shares and Private Shares are subject to agreements including voting in favor of a business combination and waiving redemption rights in certain scenarios[77](index=77&type=chunk) - Private Placement Units and underlying securities have transfer restrictions until **30 days** after the business combination closing, with limited exceptions[78](index=78&type=chunk) [Note 6 — Related Party Transactions](index=21&type=section&id=Note%206%20%E2%80%94%20Related%20Party%20Transactions) This note details transactions with related parties, including Founder Shares acquisition and extension payments to the Trust Account - The Sponsor acquired **2,443,750 Class B common stock (Founder Shares)** for **$25,000**, representing **20%** of the common stock outstanding post-IPO[79](index=79&type=chunk)[80](index=80&type=chunk) - Founder Shares granted to management and directors are subject to a performance condition (Business Combination consummation) for compensation expense recognition[83](index=83&type=chunk) - The Sponsor deposited **$977,500** into the Trust Account on March 21, 2023, as an Extension Payment, enabling a **three-month extension** for the business combination period[86](index=86&type=chunk) - The Extension Payment was made via an unsecured, non-interest bearing promissory note to the Sponsor, convertible into Private Units at **$10.00 per unit** upon business combination closing[87](index=87&type=chunk) [Note 7 — Commitments & Contingencies](index=23&type=section&id=Note%207%20%E2%80%94%20Commitments%20%26%20Contingencies) This note outlines potential COVID-19 impacts, registration rights for securities, and deferred underwriting fees - The company acknowledges potential negative effects of the COVID-19 pandemic on its financial position and search for a target company, though the specific impact is not yet determinable[91](index=91&type=chunk) - Holders of Founder Shares, Private Placement Units, and Working Capital Units are entitled to registration rights, requiring the company to register these securities for resale[92](index=92&type=chunk) - The company paid a **$1,955,000** underwriting discount at IPO closing and owes a deferred fee of **$3,421,250** to underwriters upon business combination closing[94](index=94&type=chunk) [Note 8 — Stockholder's Equity](index=23&type=section&id=Note%208%20%E2%80%94%20Stockholder%27s%20Equity) This note details the company's capital structure, including common stock, rights, and warrants, and their accounting treatment - As of March 31, 2023, there were **558,875 shares of Class A Common Stock** issued and outstanding (excluding **9,775,000 redeemable shares**) and **2,443,750 shares of Class B Common Stock** issued and outstanding[96](index=96&type=chunk)[97](index=97&type=chunk) - Class B Common Stock automatically converts to Class A Common Stock on a one-for-one basis upon the initial Business Combination[99](index=99&type=chunk) - The company issued **10,273,875 Rights** and **10,273,875 Warrants**, with each Right exchangeable for **one-tenth of a Class A Common Stock** upon business combination, and each Warrant exercisable for **one Class A Common Stock at $11.50**[101](index=101&type=chunk)[102](index=102&type=chunk)[109](index=109&type=chunk) - Warrants are accounted for as equity instruments, with their fair value estimated using the Monte Carlo Model at approximately **$2.7 million** for IPO warrants and **$0.1 million** for Private Placement warrants[107](index=107&type=chunk)[108](index=108&type=chunk) [Note 9 — Income Taxes](index=26&type=section&id=Note%209%20%E2%80%94%20Income%20Taxes) This note provides details on the income tax provision, including current and deferred taxes, and a valuation allowance Income Tax Provision (Benefit) | Category | For the Three Months Ended March 31, 2023 ($) | | :------------------------ | :---------------------------------------- | | Current Federal | $211,295 | | Current State | $90,555 | | Deferred Federal | $(11,439) | | Deferred State | $(4,902) | | Change in valuation allowance | $35,100 | | Total Income Tax Provision | $320,609 | - The company's taxable income primarily consists of interest earned on investments in the Trust Account, resulting in an income tax provision of **$320,609** for the three months ended March 31, 2023[111](index=111&type=chunk) - A full valuation allowance has been established against deferred tax assets due to significant uncertainty regarding their future realization[112](index=112&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operational results, and future outlook, highlighting the company's blank check status and liquidity [Special Note Regarding Forward-Looking Statements](index=27&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions that the report contains forward-looking statements subject to risks and uncertainties - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations[115](index=115&type=chunk) - The company disclaims any obligation to update or revise forward-looking statements unless required by applicable securities law[115](index=115&type=chunk) [Overview](index=27&type=section&id=Overview) This section provides a general overview of the company's purpose as a blank check company seeking a business combination - Feutune Light Acquisition Corporation is a blank check company formed to effect a business combination, specifically excluding targets based in China (including Hong Kong and Macau)[116](index=116&type=chunk) - The company expects to incur significant costs in its acquisition plans and cannot assure the successful completion of a business combination[117](index=117&type=chunk) [Permission Required from the PRC Authorities for our Business Combination and Relevance of PRC Regulations.](index=28&type=section&id=Permission%20Required%20from%20the%20PRC%20Authorities%20for%20our%20Business%20Combination%20and%20Relevance%20of%20PRC%20Regulations.) This section clarifies that the company does not require permission from PRC authorities for its operations or business combination - The company, being a Delaware corporation with no operations in China and U.S. citizen officers/directors, is not required to obtain permission from Chinese authorities for its operations or business combination[119](index=119&type=chunk) - The company does not consider itself a 'domestic [Chinese] company' under the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, as it does not meet the criteria for Chinese operational activities or senior management[120](index=120&type=chunk) [Certain Potential Restrictions or Negative Impacts](index=28&type=section&id=Certain%20Potential%20Restrictions%20or%20Negative%20Impacts) This section discusses potential negative perceptions or regulatory scrutiny impacting business combination efforts - Despite management's limited ties to China, the perception from potential target companies or the market regarding past affiliations of management/sponsor members could negatively impact the search for a non-China/non-Hong Kong-based target[122](index=122&type=chunk) - The presence of Hong Kong citizens and U.S. permanent residents among the Sponsor's members could subject a proposed business combination with a U.S. business in a regulated industry to U.S. foreign investment regulations and CFIUS review, potentially delaying or blocking the transaction[123](index=123&type=chunk) [Recent Developments](index=29&type=section&id=Recent%20Developments) This section highlights recent events, including the extension of the business combination period and changes in accounting firm - The company extended its business combination period by **three months** to June 21, 2023, through a **$977,500** Extension Payment from the Sponsor[124](index=124&type=chunk)[125](index=125&type=chunk) - The board and Audit Committee authorized the dismissal of Marcum LLP and engagement of MaloneBailey, LLP as the new independent registered public accounting firm, effective April 25, 2023[127](index=127&type=chunk) - The company has until June 21, 2023 (or December 21, 2023, with maximum extensions) to consummate its initial Business Combination[128](index=128&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, noting the absence of operating revenues and impact of interest income - The company has not generated operating revenues to date, with activities limited to organizational efforts and IPO preparation/search for a target[129](index=129&type=chunk) Net Income (Loss) Comparison | Period | Net Income (Loss) ($) | | :-------------------------------------- | :---------------- | | Three months ended March 31, 2023 | $611,090 | | Inception (Jan 19, 2022) through March 31, 2022 | $(551) | [Liquidity and Capital Resources and Going Concern](index=30&type=section&id=Liquidity%20and%20Capital%20Resources%20and%20Going%20Concern) This section discusses the company's cash position, working capital, and substantial doubt about its ability to continue as a going concern - As of March 31, 2023, the company had cash of **$378,130** and a working capital deficit of **$491,153**[133](index=133&type=chunk) - Substantially all funds in the Trust Account are intended for the Business Combination, with interest available for taxes; funds outside the Trust Account are for identifying and evaluating targets[134](index=134&type=chunk)[135](index=135&type=chunk) - The company's ability to continue as a going concern is in substantial doubt due to potential insufficient funds for operations prior to a business combination or the need for additional financing if a significant number of public shares are redeemed[137](index=137&type=chunk)[139](index=139&type=chunk) [Off-Balance Sheet Financing Arrangements](index=31&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms the absence of any off-balance sheet financing arrangements as of the reporting date - As of March 31, 2023, the company has no obligations, assets, or liabilities considered off-balance sheet arrangements[140](index=140&type=chunk) [Contractual Obligations](index=31&type=section&id=Contractual%20Obligations) This section outlines the company's contractual commitments, including registration rights and deferred underwriting fees - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of March 31, 2023, and December 31, 2022[141](index=141&type=chunk) - Holders of Founder Shares, Private Placement Units, and Working Capital Units are entitled to registration rights, with the company bearing the expenses for filing such registration statements[142](index=142&type=chunk) [Critical Accounting Policies](index=31&type=section&id=Critical%20Accounting%20Policies) This section details significant accounting policies requiring management's judgment, such as fair value measurements and equity classification - Investments held in the Trust Account are classified as trading securities and measured at fair value, with changes recognized as interest income[145](index=145&type=chunk) - Offering costs directly related to the IPO are charged to shareholders' equity upon completion[146](index=146&type=chunk) - Warrants are accounted for as equity-classified instruments based on specific terms and authoritative guidance[147](index=147&type=chunk)[148](index=148&type=chunk) - Common stock subject to possible redemption is classified as temporary equity at redemption value, with changes recognized immediately[149](index=149&type=chunk) - Income taxes are accounted for under ASC 740, including recognition of deferred tax assets/liabilities and a valuation allowance[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) [Net Income (Loss) per Share](index=33&type=section&id=Net%20Income%20%28Loss%29%20per%20Share) This section explains the methodology for calculating net income (loss) per share, considering redeemable and non-redeemable common stock - Net income (loss) per share is determined by allocating undistributed income (loss) ratably between redeemable and non-redeemable common stock, with accretion to redemption value treated as deemed dividends[156](index=156&type=chunk) [Recent Accounting Pronouncements](index=33&type=section&id=Recent%20Accounting%20Pronouncements) This section assesses the potential impact of recently issued accounting pronouncements on the company's financial statements - Management does not believe any recently issued, but not yet effective, accounting pronouncements would materially affect the company's financial statements if currently adopted[157](index=157&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section states that the company has no applicable quantitative and qualitative disclosures about market risk - The company has no applicable quantitative and qualitative disclosures about market risk[158](index=158&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of disclosure controls and procedures, concluding their effectiveness, and reports no material changes [Evaluation of Disclosure Controls and Procedures](index=33&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section describes management's evaluation of disclosure controls and procedures, concluding their effectiveness with reasonable assurance - Management, with the participation of the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of March 31, 2023, and concluded they were effective[159](index=159&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance that objectives are met, acknowledging inherent limitations[160](index=160&type=chunk) - The report does not include an attestation report of internal controls from the independent registered public accounting firm due to the company's status as an emerging growth company[161](index=161&type=chunk) [Changes in Internal Control over Financial Reporting](index=33&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports that no material changes occurred in internal control over financial reporting during the fiscal quarter - There were no changes in internal control over financial reporting during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[162](index=162&type=chunk) [PART II – OTHER INFORMATION](index=35&type=section&id=Part%20II%20%E2%80%93%20OTHER%20INFORMATION) This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings, nor have any been threatened against it - The company is not a party to any material legal proceedings, and no material legal proceedings have been threatened by or against it[163](index=163&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section highlights a new risk factor related to a potential 1% U.S. federal excise tax on stock redemptions - A new **1% U.S. federal excise tax**, introduced by the Inflation Reduction Act of 2022, could be imposed on the company for stock redemptions after December 31, 2022[164](index=164&type=chunk)[165](index=165&type=chunk) - The excise tax is imposed on the repurchasing corporation, not shareholders, and could reduce cash available for the initial Business Combination, though redemptions in connection with a liquidation are generally exempt[166](index=166&type=chunk)[167](index=167&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of equity securities and use of proceeds, primarily deposited into a Trust Account - On June 21, 2022, the company completed a private placement of **498,875 Private Placement Units** to its Sponsor and US Tiger, generating gross proceeds of **$4,988,750**[168](index=168&type=chunk) - The net proceeds of **$99,216,250** from the IPO and the Private Placement were placed in a Trust Account for the benefit of public stockholders and underwriters[170](index=170&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There are no defaults upon senior securities[172](index=172&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[172](index=172&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company reports no other information - No other information is reported[172](index=172&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q Key Exhibits Filed | No. | Description of Exhibit | | :-------- | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | | 31.1* | Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2* | Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1* | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 32.2* | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS* | Inline XBRL Instance Document | | 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | [SIGNATURES](index=38&type=section&id=SIGNATURES) This section contains the required signatures for the Quarterly Report on Form 10-Q, affirming its submission - The report was signed on May 15, 2023, by Yuanmei Ma, CFO of Feutune Light Acquisition Corporation, pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934[176](index=176&type=chunk)[177](index=177&type=chunk)

[Preliminary Information](index=1&type=section&id=Preliminary%20Information) [FORM 10-K Filing Details](index=1&type=section&id=FORM%2010-K%20Filing%20Details) Feutune Light Acquisition Corporation's 2022 Form 10-K confirms its non-accelerated, smaller reporting, and emerging growth company status, with all required filings completed - Feutune Light Acquisition Corporation is filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2022[1](index=1&type=chunk) - The company is classified as a **non-accelerated filer**, a **smaller reporting company**, and an **emerging growth company**[6](index=6&type=chunk) - The registrant has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days[4](index=4&type=chunk) [Forward Looking Statements](index=4&type=section&id=Forward%20Looking%20Statements) The report contains forward-looking statements regarding the company's future expectations, business combination, personnel, financing, and financial performance post-IPO - The report includes forward-looking statements about the company's ability to complete its initial business combination, retain or recruit officers/employees, potential conflicts of interest, and ability to obtain additional financing[10](index=10&type=chunk) - These statements are based on current expectations and beliefs but involve risks and uncertainties that may cause actual results to differ materially[11](index=11&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable laws[11](index=11&type=chunk) [PART I](index=5&type=section&id=PART%20I) [ITEM 1. BUSINESS](index=5&type=section&id=ITEM%201.%20BUSINESS) Feutune Light Acquisition Corporation is a blank check company (SPAC) formed to effect a business combination, completed its IPO in June 2022, raising $97.75 million, with proceeds placed in a trust account, and explicitly prohibits business combinations with entities based in or having majority operations in China - Feutune Light Acquisition Corporation is a blank check company formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination[15](index=15&type=chunk) - The company consummated its IPO on June 21, 2022, issuing 9,775,000 units, generating gross proceeds of **$97,750,000**, with **$99,216,250** placed in a trust account[16](index=16&type=chunk) - The company will not undertake its initial business combination with an entity based in or having the majority of its operations in China (including Hong Kong and Macau)[15](index=15&type=chunk)[19](index=19&type=chunk) - On March 21, 2023, the Sponsor deposited **$977,500** into the Trust Account, extending the period to consummate an initial business combination by three months, from March 21, 2023, to June 21, 2023[25](index=25&type=chunk) [Overview](index=5&type=section&id=Overview) Feutune Light Acquisition Corporation is a Delaware-incorporated blank check company focused on identifying and acquiring a target business, explicitly excluding those based in or primarily operating in China - The company is a newly organized blank check company formed as a Delaware corporation for the purpose of effecting a business combination[15](index=15&type=chunk) - The company will not undertake its initial business combination with an entity based in or having the majority of the company's operations in China (including Hong Kong and Macau)[15](index=15&type=chunk) IPO and Private Placement Proceeds (June 21, 2022) | Item | Amount ($) | Source Chunk | | :--- | :--- | :--- | | IPO Gross Proceeds | $97,750,000 | 16 | | Private Placement Gross Proceeds | $4,988,750 | 16 | | Total Proceeds to Trust Account | $99,216,250 | 16 | [Permission Required from the PRC Authorities for our Business Combination and Relevance of PRC Regulations](index=6&type=section&id=Permission%20Required%20from%20the%20PRC%20Authorities%20for%20our%20Business%20Combination%20and%20Relevance%20of%20PRC%20Regulations) As a Delaware corporation with no operations in China and U.S. citizen officers/directors, the company does not require permission from Chinese authorities for its operations or business combination, thus avoiding PRC regulations - The company is a Delaware corporation with no operations in China and all officers and directors are U.S. citizens, thus not requiring permission from Chinese authorities for business combinations[20](index=20&type=chunk) - The company's Certificate of Incorporation prohibits undertaking an initial business combination with any company based in or having the majority of its operations in China (including Hong Kong and Macau)[19](index=19&type=chunk) - The company does not consider itself a China-based issuer and is not subject to PRC foreign exchange control rules[22](index=22&type=chunk) [Certain Potential Restrictions or Negative Impacts](index=6&type=section&id=Certain%20Potential%20Restrictions%20or%20Negative%20Impacts) The company faces potential limitations in its search for a target due to perceived ties to China by some management/sponsor members, and CFIUS review could delay or block a U.S. business combination - Some management and sponsor members have historical ties to China/Hong Kong, which might negatively impact the perception of potential non-China/non-Hong Kong-based target companies[23](index=23&type=chunk) - Two members of the sponsor are Hong Kong citizens and U.S. permanent residents, potentially subjecting proposed business combinations with U.S. businesses in regulated industries to CFIUS review[24](index=24&type=chunk) - CFIUS review could limit the pool of potential targets, delay the business combination, or even lead to its prohibition, risking liquidation if not completed within the limited timeframe[24](index=24&type=chunk) [Extension of the Period of Time to Consummate Initial Business Combination](index=7&type=section&id=Extension%20of%20the%20Period%20of%20Time%20to%20Consummate%20Initial%20Business%20Combination) The company extended its period to complete an initial business combination by three months to June 21, 2023, facilitated by a **$977,500** deposit into the Trust Account by the Sponsor - The company extended its business combination period by three months, from March 21, 2023, to June 21, 2023[25](index=25&type=chunk) Extension Payment Details | Item | Amount ($) | Source Chunk | | :--- | :--- | :--- | | Total Extension Payment | $977,500 | 25 | | Sponsor Contribution | $600,000 | 28 | | Company Working Capital (Short-Term Loan to Sponsor) | $377,500 | 28 | - An unsecured, non-interest bearing promissory note was issued to the Sponsor for the Extension Payment, convertible into Private Units at **$10.00 per unit** upon business combination[26](index=26&type=chunk)[27](index=27&type=chunk) [Effecting the Initial Business Combination](index=8&type=section&id=Effecting%20the%20Initial%20Business%20Combination) The company's strategy is to acquire targets that can grow revenue and earnings, explicitly excluding China-based entities, with a fair market value of at least **80%** of the Trust Account assets - The business strategy is to identify and acquire potential targets that can materially grow revenue and earnings, excluding China-based entities[29](index=29&type=chunk) - The initial business combination must involve one or more target businesses with an aggregate fair market value of at least **80%** of the assets held in the Trust Account[30](index=30&type=chunk) - Funds from the Trust Account can be used for consideration, general corporate purposes, or working capital post-combination, and additional financing may be obtained[31](index=31&type=chunk)[32](index=32&type=chunk) [Status as a Public Company](index=9&type=section&id=Status%20as%20a%20Public%20Company) The company's public status offers target businesses a more certain and cost-effective path to public listing, and as an 'emerging growth company,' it benefits from reduced reporting requirements - The company's existing public status offers target businesses an alternative to traditional IPOs, potentially being more certain and cost-effective[35](index=35&type=chunk) - The company is an 'emerging growth company' under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements, such as auditor attestation and reduced executive compensation disclosures[37](index=37&type=chunk) - The company intends to use the extended transition period for complying with new or revised financial accounting standards[38](index=38&type=chunk) [Financial Position](index=9&type=section&id=Financial%20Position) With approximately **$95.8 million** available in the Trust Account for a business combination, the company offers target businesses liquidity, growth capital, or balance sheet strengthening, with flexibility in financing methods Funds Available for Business Combination | Item | Amount ($) | Source Chunk | | :--- | :--- | :--- | | Funds in Trust Account (initially) | $95,795,000 | 40 | | Deferred Underwriting Compensation | $3,421,250 | 40 | - The company offers target businesses options for liquidity, capital for growth, or balance sheet strengthening[40](index=40&type=chunk) - The company has the flexibility to use cash, debt, or equity securities, or a combination, for its initial business combination, but has not secured third-party financing[40](index=40&type=chunk) [Lack of Business Diversification](index=9&type=section&id=Lack%20of%20Business%20Diversification) Post-business combination, the company's success will likely depend entirely on a single business, as it lacks resources to diversify operations, exposing it to significant adverse developments - After the initial business combination, the company's success may depend entirely on the future performance of a single business due to limited resources for diversification[41](index=41&type=chunk) - A lack of diversification could subject the company to negative economic, competitive, and regulatory developments in a single industry[41](index=41&type=chunk) [Limited Ability to Evaluate the Target's Management Team](index=10&type=section&id=Limited%20Ability%20to%20Evaluate%20the%20Target's%20Management%20Team) The company acknowledges that its assessment of a target business's management may not be accurate, and the future management may lack the necessary skills for a public company - The company's assessment of a prospective target business's management may not be correct, and future management may lack the skills for a public company[42](index=42&type=chunk) - The future role of current management and board members in the target business is uncertain, and there's no assurance of recruiting additional skilled managers[42](index=42&type=chunk)[43](index=43&type=chunk) [Stockholders May Not Have the Ability to Approve our Initial Business Combination](index=10&type=section&id=Stockholders%20May%20Not%20Have%20the%20Ability%20to%20Approve%20our%20Initial%20Business%20Combination) Stockholder approval for a business combination is not always required by Delaware law, though Nasdaq listing rules may mandate approval under specific conditions, with the company retaining discretion to seek approval Stockholder Approval Requirements for Transaction Types | Type of Transaction | Approval is Required (Delaware Law) | | :--- | :--- | | Purchase of assets | No | | Purchase of stock of target not involving a merger with the company | No | | Merger of target into a subsidiary of the company | No | | Merger of the company with a target | Yes | - Nasdaq listing rules require stockholder approval for significant share issuances (≥**20%**), transactions involving directors/officers/substantial stockholders with a **5%** or greater interest, or transactions resulting in a change of control[45](index=45&type=chunk) - The company retains discretion to seek stockholder approval even when not legally required, based on factors like timing, cost, risk of disapproval, and legal complexities[46](index=46&type=chunk) [Permitted Purchases of our Securities](index=11&type=section&id=Permitted%20Purchases%20of%20our%20Securities) Founders, advisors, or their affiliates may purchase company shares in private or open market transactions to increase the likelihood of stockholder approval for a business combination or to meet closing conditions - Founders, advisors, or their affiliates may purchase shares in privately negotiated transactions or on the open market to increase the likelihood of stockholder approval or satisfy closing conditions for a business combination[47](index=47&type=chunk)[49](index=49&type=chunk) - Such purchases would not use funds from the Trust Account and would comply with Regulation M and other federal securities laws[48](index=48&type=chunk)[52](index=52&type=chunk) - These purchases could reduce the public 'float' and the number of beneficial holders, potentially impacting the listing or trading of securities[50](index=50&type=chunk) [Redemption Rights for Public Stockholders upon Completion of the Initial Business Combination](index=11&type=section&id=Redemption%20Rights%20for%20Public%20Stockholders%20upon%20Completion%20of%20the%20Initial%20Business%20Combination) Public stockholders can redeem their shares for cash at a per-share price based on the Trust Account balance, anticipated to be approximately **$10.15** per share, while founders waive their redemption rights and vote in favor of the business combination - Public stockholders have the right to redeem their shares for cash upon completion of the initial business combination, at a per-share price from the Trust Account, initially anticipated to be approximately **$10.15**[53](index=53&type=chunk) - Founders waive redemption rights for their Founder and Private Shares and have agreed to vote all their shares in favor of the business combination, potentially increasing the likelihood of approval[53](index=53&type=chunk)[54](index=54&type=chunk) - Redemption is contingent on the company maintaining at least **$5,000,001** in net tangible assets after such redemption and payment of underwriters' fees[56](index=56&type=chunk) [Limitation on Redemption upon Completion of Initial Business Combination](index=13&type=section&id=Limitation%20on%20Redemption%20upon%20Completion%20of%20Initial%20Business%20Combination) Public stockholders are restricted from redeeming more than **20%** of the shares sold in the IPO to prevent undue influence and ensure the company can meet minimum net worth or cash requirements for a target business - Public stockholders are restricted from seeking redemption rights for more than an aggregate of **20%** of the shares sold in the IPO ('Excess Shares')[58](index=58&type=chunk) - This restriction is intended to discourage stockholders from using redemption rights to force premium purchases or block business combinations, especially when a target requires minimum net worth or cash[58](index=58&type=chunk) - Stockholders retain the ability to vote all their shares, including Excess Shares, for or against the business combination[58](index=58&type=chunk) [Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights](index=13&type=section&id=Tendering%20Stock%20Certificates%20in%20Connection%20with%20a%20Tender%20Offer%20or%20Redemption%20Rights) Public stockholders exercising redemption rights must tender their certificates physically or electronically via DWAC prior to the tender offer close or business combination vote, ensuring an irrevocable election - Public stockholders exercising redemption rights must tender their certificates to the transfer agent prior to the tender offer close or business combination vote[59](index=59&type=chunk) - This delivery can be physical or electronic via the Depository Trust Company's DWAC System, with electronic delivery being advisable due to the short exercise period[59](index=59&type=chunk) - The requirement for prior delivery ensures that a redeeming holder's election is irrevocable once the business combination is approved, preventing an 'option window' post-completion[61](index=61&type=chunk) [Redemption of Public Shares and Liquidation if no Initial Business Combination](index=14&type=section&id=Redemption%20of%20Public%20Shares%20and%20Liquidation%20if%20no%20Initial%20Business%20Combination) If the company fails to complete a business combination within **18 months** of the IPO, it will liquidate, redeeming public shares at approximately **$10.15** per share, with warrants expiring worthless - If no initial business combination is completed within **18 months** of the IPO, the company will liquidate, redeeming public shares at a per-share price from the Trust Account[64](index=64&type=chunk) - Warrants and rights will expire worthless upon liquidation if no business combination is completed[64](index=64&type=chunk) - Founders waive their rights to liquidating distributions from the Trust Account for their Founder and Private Shares[65](index=65&type=chunk) - The company seeks waivers from vendors and service providers to protect the Trust Account, but cannot guarantee protection from all claims, and stockholders could potentially be liable for creditor claims in a dissolution[70](index=70&type=chunk)[74](index=74&type=chunk) [Competition](index=19&type=section&id=Competition) The company faces intense competition from other blank check companies, private equity groups, and operating businesses for acquisition targets, many of whom possess greater financial and human resources - The company faces intense competition from other blank check companies, private equity groups, and operating businesses for acquisition targets[79](index=79&type=chunk) - Competitors often possess greater financial, technical, human, and other resources[79](index=79&type=chunk) - The company's limited financial resources, potential redemptions, and outstanding warrants may create a competitive disadvantage[79](index=79&type=chunk) [Facilities](index=19&type=section&id=Facilities) The company's executive offices are located at 48 Bridge Street Building A, Metuchen, New Jersey 08840, and the current office space is considered adequate for its operations - The company's executive offices are located at 48 Bridge Street Building A, Metuchen, New Jersey 08840[80](index=80&type=chunk) - The current office space is considered adequate for current operations[92](index=92&type=chunk) [Employees](index=19&type=section&id=Employees) The company has three executive officers who devote time as needed for the business combination process and does not intend to have full-time employees before completing its business combination - The company has three executive officers: Mr. Xuedong (Tony) Tian (CEO), Dr. Lei Xu (Chairwoman and President), and Ms. Yuanmei Ma (CFO)[81](index=81&type=chunk) - Executive officers are not obligated to devote specific hours but intend to dedicate necessary time to the business combination process[81](index=81&type=chunk) - The company does not intend to have any full-time employees prior to the completion of its business combination[81](index=81&type=chunk) [Periodic Reporting and Financial Information](index=19&type=section&id=Periodic%20Reporting%20and%20Financial%20Information) The company is subject to SEC reporting obligations and will provide audited financial statements of prospective target businesses in accordance with U.S. GAAP, also evaluating internal control procedures as required by the Sarbanes-Oxley Act - The company is subject to SEC reporting obligations under the Exchange Act, requiring annual, quarterly, and current reports[82](index=82&type=chunk)[83](index=83&type=chunk) - Audited financial statements of prospective target businesses will be provided, likely requiring U.S. GAAP compliance, which may limit the pool of candidates[84](index=84&type=chunk) - The company will evaluate internal control procedures for the fiscal year ending December 31, 2023, as required by the Sarbanes-Oxley Act, acknowledging that target companies may not be compliant[85](index=85&type=chunk) [Legal Proceedings](index=19&type=section&id=Legal%20Proceedings) There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management team, nor is the company aware of any legal exposure with a material adverse effect - There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management team[86](index=86&type=chunk) - The company is not aware of any legal proceeding, investigation, claim, or other legal exposure that has a more than remote possibility of having a material adverse effect[92](index=92&type=chunk) [ITEM 1A. RISK FACTORS](index=20&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a smaller reporting company, the registrant highlights key risks, including potential inability to complete a business combination with a U.S. target due to foreign investment regulations and CFIUS review, which could lead to liquidation - The company may be unable to complete an initial business combination with a U.S. target if it is subject to U.S. foreign investment regulations and CFIUS review, potentially leading to prohibition[87](index=87&type=chunk)[88](index=88&type=chunk) - The risk arises because a key sponsor member is a Hong Kong citizen and U.S. permanent resident, potentially classifying the company as a 'foreign person' under CFIUS rules[88](index=88&type=chunk) - Failure to obtain required approvals within the limited timeframe could force liquidation, resulting in public stockholders receiving only **$10.00 per share** and warrants/rights expiring worthless[88](index=88&type=chunk) - Enforcing legal rights against officers and directors of the post-combination entity located outside the United States may be difficult for U.S. investors, especially given the lack of reciprocal recognition and enforcement treaties with the PRC[89](index=89&type=chunk)[90](index=90&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=20&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) This item is not applicable to the company [ITEM 2. PROPERTIES](index=20&type=section&id=ITEM%202.%20PROPERTIES) The company does not own any material real estate or physical properties; its principal executive offices are located at 48 Bridge Street, Building A, Metuchen, New Jersey 08840, which are considered adequate - The company does not own any real estate or other physical properties materially important to its operations[92](index=92&type=chunk) - The principal executive offices are located at 48 Bridge Street, Building A, Metuchen, New Jersey 08840, and are considered adequate[92](index=92&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=20&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any material litigation or legal proceedings, nor is it aware of any investigations or claims that could have a material adverse effect - The company is not currently a party to any material litigation or other legal proceedings[92](index=92&type=chunk) - The company is not aware of any legal proceeding, investigation, claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on its business, financial condition, or results of operations[92](index=92&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=21&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company [PART II](index=22&type=section&id=PART%20II) [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=22&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's Units, Class A Common Stock, Warrants, and Rights began trading on Nasdaq in June and August 2022, with limited record holders, and it does not intend to pay cash dividends prior to a business combination - The company's Units (FLFVU), Class A Common Stock (FLFV), Warrants (FLFVW), and Rights (FLFVR) began trading on the Nasdaq Capital Market in June and August 2022[95](index=95&type=chunk) Holders of Record (March 15, 2023) | Security | Holders of Record | | :--- | :--- | | Class A Common Stock | 2 | | Class B Common Stock | 8 | | Units | 1 | | Separately Traded Warrants | 1 | | Separately Traded Rights | 1 | - The company has not paid cash dividends and does not intend to prior to the completion of an initial business combination, planning to retain any future earnings for business operations[97](index=97&type=chunk) - A private placement of **498,875 Private Units** was completed simultaneously with the IPO, generating **$4,988,750**, with units sold to the Sponsor and US Tiger, subject to transfer restrictions[98](index=98&type=chunk) [ITEM 6. [RESERVED]](index=22&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved and not applicable to the company as a smaller reporting company [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=23&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The company, a blank check company, has no revenue and incurred losses from inception, relying on securities sales and sponsor loans, and faces substantial doubt about its ability to continue as a going concern due to liquidity needs and mandatory liquidation if no business combination is completed by June 21, 2023 - The company is a blank check company with no revenue, incurring losses from inception, and relies on securities sales and sponsor loans[103](index=103&type=chunk) - The IPO on June 21, 2022, generated **$97,750,000**, with **$99,216,250** placed in a trust account[104](index=104&type=chunk) - The business combination period was extended to June 21, 2023, by a **$977,500** deposit into the Trust Account by the Sponsor[107](index=107&type=chunk) - Management has determined that liquidity concerns and mandatory liquidation raise substantial doubt about the company's ability to continue as a going concern[121](index=121&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) From inception (January 19, 2022) through December 31, 2022, the company's activities were limited to formation, IPO, and evaluating business combination candidates, resulting in a net income of **$537,881** from non-operating interest income - The company's activities from inception to December 31, 2022, were limited to formation, IPO, and evaluating business combination candidates, with no operating revenues[111](index=111&type=chunk) - Non-operating income is generated from interest on investments held in the Trust Account[111](index=111&type=chunk) Financial Performance (Inception to Dec 31, 2022) | Metric | Amount ($) | | :--- | :--- | | Net Income | $537,881 | | Interest Earned on Trust Account | $1,309,248 | | Loss from Operations | $(508,379) | | Income Taxes | $262,988 | [Liquidity and Capital Resources and Going Concern](index=25&type=section&id=Liquidity%20and%20Capital%20Resources%20and%20Going%20Concern) As of December 31, 2022, the company had **$546,632** in cash and **$623,347** in working capital, but faces substantial doubt about its ability to continue as a going concern due to potential insufficient operational funds and mandatory liquidation if a business combination is not completed by June 21, 2023 Liquidity Position (December 31, 2022) | Metric | Amount ($) | | :--- | :--- | | Cash | $546,632 | | Working Capital | $623,347 | - The company's liquidity needs were satisfied through initial sponsor payments and proceeds from the IPO and Private Placement[113](index=113&type=chunk) - Substantially all funds in the Trust Account are intended for the business combination, with funds outside the Trust Account used for identifying and evaluating targets[116](index=116&type=chunk)[117](index=117&type=chunk) - Management has determined that liquidity concerns and mandatory liquidation raise substantial doubt about the company's ability to continue as a going concern[121](index=121&type=chunk)[271](index=271&type=chunk) [Off-Balance Sheet Financing Arrangements](index=25&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) As of December 31, 2022, the company had no off-balance sheet arrangements, obligations, assets, or liabilities, and has not engaged in transactions creating relationships with unconsolidated entities or special purpose entities - As of December 31, 2022, the company had no obligations, assets, or liabilities considered off-balance sheet arrangements[121](index=121&type=chunk) - The company has not participated in transactions creating relationships with unconsolidated entities or financial partnerships for off-balance sheet arrangements[121](index=121&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) As of December 31, 2022, the company had no long-term debt or lease obligations, with its primary contractual obligation being a **$3,421,250** deferred underwriting compensation payable only upon the completion of a business combination - As of December 31, 2022, the company had no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[122](index=122&type=chunk) Contractual Obligations (December 31, 2022) | Obligation | Amount ($) | | :--- | :--- | | Deferred Underwriting Compensation | $3,421,250 | - The deferred underwriting compensation is payable to the underwriters solely upon the completion of the business combination[122](index=122&type=chunk) [Critical Accounting Policies and Estimates](index=27&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's critical accounting policies involve estimates for financial statement preparation, particularly concerning investments held in the Trust Account, warrants, Class A Common Stock subject to redemption, and income taxes - The preparation of financial statements requires management to make estimates and assumptions affecting reported amounts[123](index=123&type=chunk) - Investments in the Trust Account are held in money market funds invested in U.S. Treasury securities, carried at fair value, with interest income recognized[123](index=123&type=chunk) - Warrants are accounted for as equity instruments, with fair value estimated using the Monte Carlo Model (e.g., IPO Warrants valued at **$2.7 million**, Private Placement Warrants at **$0.1 million**)[125](index=125&type=chunk)[127](index=127&type=chunk) - Class A Common Stock subject to possible redemption is classified as temporary equity and presented at redemption value (**$10.25 per share** as of Dec 31, 2022)[128](index=128&type=chunk) - Income taxes are accounted for under ASC 740, recognizing deferred tax assets and liabilities, with a valuation allowance established when realization is not more likely than not[132](index=132&type=chunk) [Recent Accounting Pronouncements](index=31&type=section&id=Recent%20Accounting%20Pronouncements) The company adopted ASU 2020-06 on January 1, 2023, which simplifies accounting for convertible debt and equity-linked instruments, without a material effect on its financial statements - The company adopted ASU 2020-06 on January 1, 2023, which aims to reduce the complexity of accounting for convertible debt and other equity-linked instruments[138](index=138&type=chunk) - The adoption of ASU 2020-06 did not have a material effect on the company's financial statements[138](index=138&type=chunk) - Management does not believe any other recently issued, but not effective, accounting standards would materially affect its financial statements[139](index=139&type=chunk) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=31&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, the company is not required to provide disclosures under this item [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=31&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) The company's financial statements and related notes are included elsewhere in this Annual Report, starting on page F-1 - The company's financial statements and notes are included starting on page F-1 of this Annual Report[140](index=140&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES](index=31&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURES) In October 2022, Friedman combined with Marcum, leading to Marcum's appointment as the new auditor, with no disagreements on accounting principles or financial disclosure during Friedman's tenure - In October 2022, Friedman combined with Marcum, and Marcum was subsequently appointed as the company's independent registered public accounting firm[140](index=140&type=chunk) - Friedman had issued reports for the company's IPO, expressing uncertainty about the company's ability to continue as a going concern[141](index=141&type=chunk)[142](index=142&type=chunk) - There were no disagreements with Friedman on accounting principles, financial statement disclosure, or auditing scope/procedure, nor any 'reportable events' during their service period[143](index=143&type=chunk) - Neither the company nor anyone on its behalf consulted with Marcum regarding accounting principles, audit opinions, or disagreements prior to their engagement[145](index=145&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=33&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) As of December 31, 2022, the company's disclosure controls and procedures were effective, but a material weakness in accounting for complex equity instruments related to its IPO rendered internal control over financial reporting ineffective - As of December 31, 2022, the company's disclosure controls and procedures were evaluated and concluded to be effective[147](index=147&type=chunk) - Management determined that the company did not maintain effective internal control over financial reporting as of December 31, 2022, due to a material weakness in accounting for complex equity instruments related to the IPO[152](index=152&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, the controls during the quarter ended December 31, 2022[154](index=154&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=33&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The company's management, including the CEO and CFO, concluded that its disclosure controls and procedures were effective as of December 31, 2022, acknowledging that controls provide only reasonable assurance - The company's management, including the CEO and CFO, concluded that its disclosure controls and procedures were effective as of December 31, 2022[147](index=147&type=chunk) - Disclosure controls and procedures provide only reasonable, not absolute, assurance and are subject to inherent limitations and resource constraints[148](index=148&type=chunk) [Management's Annual Report on Internal Control over Financial Reporting](index=33&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) Management is responsible for establishing and maintaining adequate internal control over financial reporting, but as of December 31, 2022, a material weakness in accounting for complex equity instruments rendered controls ineffective, despite management's belief that financial statements are fairly presented - Management is responsible for establishing and maintaining adequate internal control over financial reporting, designed to provide reasonable assurance regarding financial reporting reliability[149](index=149&type=chunk)[151](index=151&type=chunk) - As of December 31, 2022, management determined that the company did not maintain effective internal control over financial reporting due to a material weakness in accounting for complex equity instruments related to the IPO[152](index=152&type=chunk) - Despite the material weakness, management believes the financial statements fairly present the company's financial position, results of operations, and cash flows[152](index=152&type=chunk) [Changes in Internal Control over Financial Reporting](index=34&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) There have been no material changes in the company's internal control over financial reporting during the quarter ended December 31, 2022 - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2022[154](index=154&type=chunk) [ITEM 9B. OTHER INFORMATION](index=34&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) There is no other information to disclose under this item [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=34&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company [PART III](index=35&type=section&id=PART%20III) [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=35&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company's leadership includes executive officers and independent directors, with an Audit Committee and Compensation Committee, but potential conflicts of interest exist due to officers' and directors' affiliations with other entities Directors and Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Xuedong (Tony) Tian | 51 | Chief Executive Officer, Director | | Lei Xu | 46 | Chairwoman and President | | Yuanmei Ma | 51 | Chief Financial Officer | | Kevin Vassily | 56 | Director | | David Ping Li | 57 | Director | | Michael Davidov | 48 | Director | - Mr. Vassily, Mr. Li, and Mr. Davidov are determined to be independent directors according to NASDAQ listing standards[166](index=166&type=chunk) - The company has an Audit Committee (chaired by Mr. Li, an audit committee financial expert) and a Compensation Committee (chaired by Mr. Vassily), both consisting of independent directors[167](index=167&type=chunk)[169](index=169&type=chunk) - Potential conflicts of interest exist due to officers' and directors' fiduciary or contractual obligations to other entities, including other SPACs and US Tiger Securities, Inc., which may compete for acquisition opportunities[177](index=177&type=chunk)[180](index=180&type=chunk)[184](index=184&type=chunk) [Director Independence](index=37&type=section&id=Director%20Independence) A majority of the company's board of directors must be independent under NASDAQ listing standards, with Mr. Vassily, Mr. Li, and Mr. Davidov designated as independent directors - A majority of the board of directors must be independent as per NASDAQ listing standards[166](index=166&type=chunk) - Mr. Vassily, Mr. Li, and Mr. Davidov are determined to be 'independent directors'[166](index=166&type=chunk) [Audit Committee](index=38&type=section&id=Audit%20Committee) The Audit Committee consists of independent directors Mr. Vassily, Mr. Li (Chairman), and Mr. Davidov, with Mr. Li designated as an 'audit committee financial expert,' overseeing independent auditors and related party transactions - The Audit Committee members are Mr. Vassily, Mr. Li (Chairman), and Mr. Davidov, all independent directors[167](index=167&type=chunk) - Mr. Li qualifies as an 'audit committee financial expert'[168](index=168&type=chunk) - The committee's functions include appointing and overseeing independent auditors, pre-approving services, reviewing auditor independence, and approving related party transactions[168](index=168&type=chunk) [Compensation Committee](index=38&type=section&id=Compensation%20Committee) The Compensation Committee, comprising Mr. Vassily (Chairman), Mr. Li, and Mr. Davidov, reviews and approves executive compensation and incentive plans, primarily focusing on business combination-related compensation prior to a merger - The Compensation Committee members are Mr. Vassily (Chairman), Mr. Li, and Mr. Davidov[169](index=169&type=chunk) - Key functions include reviewing and approving CEO and other executive officer compensation, reviewing executive compensation policies, and administering incentive plans[169](index=169&type=chunk)[170](index=170&type=chunk) - Prior to the business combination, the committee will primarily review and recommend compensation arrangements related to the combination, as no cash compensation is paid to existing officers/directors for pre-combination services[171](index=171&type=chunk) [Director Nominations](index=40&type=section&id=Director%20Nominations) The company does not have a standing nominating committee; instead, a majority of independent directors may recommend director nominees, with the board considering various qualifications - The company does not have a standing nominating committee; a majority of independent directors may recommend nominees[173](index=173&type=chunk) - The board considers educational background, diversity of professional experience, business knowledge, integrity, reputation, independence, and wisdom when evaluating director nominees[175](index=175&type=chunk) [Code of Ethics](index=40&type=section&id=Code%20of%20Ethics) The company has adopted a code of ethics applicable to all executive officers, directors, and employees, codifying business and ethical principles and requiring avoidance of conflicts of interest - A code of ethics has been adopted, applying to all executive officers, directors, and employees[176](index=176&type=chunk) - The code codifies business and ethical principles and requires avoidance of conflicts of interest[176](index=176&type=chunk) [Conflicts of Interest](index=40&type=section&id=Conflicts%20of%20Interest) Conflicts of interest may arise as affiliates of the company's founders may compete for acquisition opportunities, and officers and directors have fiduciary obligations to other entities, potentially requiring them to present business opportunities elsewhere first - Affiliates of the company's founders may compete for acquisition opportunities, and investment ideas generated within the founders' network may be directed to other entities[177](index=177&type=chunk) - Officers and directors have existing fiduciary or contractual obligations to other entities, which may require them to present business opportunities to those entities before the company[180](index=180&type=chunk) - The company's amended and restated certificate of incorporation renounces interest in corporate opportunities unless expressly offered to a person solely in their capacity as a company director or officer and suitable for the company[180](index=180&type=chunk)[183](index=183&type=chunk) - Founders have agreed to vote their Founder Shares, Private Shares, and any Public Shares purchased in favor of the business combination[181](index=181&type=chunk)[186](index=186&type=chunk) [Section 16(a) Beneficial Ownership Reporting Compliance](index=44&type=section&id=Section%2016(a)%20Beneficial%20Ownership%20Reporting%20Compliance) Based on a review of forms furnished, the company believes that all Section 16(a) reports required to be filed by executive officers, directors, and greater than **10%** beneficial owners were timely filed for the fiscal year ended December 31, 2022 - All Section 16(a) forms required to be filed by executive officers, directors, and greater than **10%** beneficial owners were timely filed for the fiscal year ended December 31, 2022[188](index=188&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=44&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) The company has no employment agreements with executive officers and has not paid cash compensation for services rendered, but the Sponsor transferred **505,000 Founder Shares** to officers, directors, and the secretary as compensation - The company has not entered into employment agreements with executive officers and has not paid cash compensation for services rendered[189](index=189&type=chunk)[190](index=190&type=chunk) - The Sponsor transferred **505,000 Founder Shares** to officers, directors, and the secretary as compensation prior to the IPO closing[190](index=190&type=chunk) - Officers, directors, or their affiliates will be reimbursed for out-of-pocket expenses incurred in identifying potential target businesses and performing due diligence[190](index=190&type=chunk) - Post-business combination, directors or management team members who remain with the company may be paid consulting or management fees, with amounts determined by the combined company's board[191](index=191&type=chunk) [Employment Agreements](index=44&type=section&id=Employment%20Agreements) The company has not entered into any employment agreements with its executive officers and has not made any agreements to provide benefits upon termination of employment - The company has not entered into any employment agreements with its executive officers[189](index=189&type=chunk) - No agreements have been made to provide benefits upon termination of employment[189](index=189&type=chunk) [Executive Officers and Director Compensation](index=44&type=section&id=Executive%20Officers%20and%20Director%20Compensation) No cash compensation has been paid to officers or directors for services, but **505,000 Founder Shares** were transferred from the Sponsor to officers and directors, and out-of-pocket expenses will be reimbursed - No cash compensation has been received by officers or directors for services rendered to the company[190](index=190&type=chunk) Founder Shares Transferred to Officers and Directors | Recipient | Founder Shares Transferred | | :--- | :--- | | Mr. Xuedong (Tony) Tian (CEO) | 141,000 | | Dr. Lei Xu (Chairwoman & President) | 153,000 | | Ms. Yuanmei Ma (CFO) | 141,000 | | Ms. De Mi (Secretary) | 10,000 | | Mr. Kevin Vassily (Independent Director) | 20,000 | | Mr. David Ping Li (Independent Director) | 20,000 | | Mr. Michael Davidov (Independent Director) | 20,000 | - Officers, directors, and their affiliates will be reimbursed for out-of-pocket expenses incurred on the company's behalf[190](index=190&type=chunk) - After the business combination, directors or management team members may receive consulting or management fees from the combined company, with amounts determined by the post-combination board[191](index=191&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](index=45&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This section details the beneficial ownership of the company's Common Stock by significant holders and management, with Feutune Light Sponsor LLC and Sau Fong Yeung as the largest beneficial owners, and outlines transfer restrictions on Founder and Private Shares - The table sets forth beneficial ownership of Common Stock by over **5%** owners, officers, directors, and the group as a whole[194](index=194&type=chunk) Beneficial Ownership of Common Stock (as of Annual Report Date) | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership of Class A Common Stock | Approximate Percentage of outstanding Class A Common Stock | Amount and Nature of Beneficial Ownership of Class B Common Stock | Approximate Percentage of Outstanding Class B Common Stock | Approximate Percentage of Outstanding All Common Stock (as converted) | | :--- | :--- | :--- | :--- | :--- | :--- | | Feutune Light Sponsor LLC | 478,875 | 4.63% | 1,938,750 | 79.34% | 18.76% | | Sau Fong Yeung | 478,875 | 4.63% | 1,938,750 | 79.34% | 18.76% | | Sam Yu | 198,155 | 1.92% | 802,241 | 32.83% | 7.76% | | Verakin JX (U.S.) Inc. | 82,565 | - | 334,267 | 13.68% | 3.23% | | Xuedong (Tony) Tian | - | - | 117,030 | 4.79% | 1.10% | | Lei Xu | - | - | 126,990 | 5.20% | 1.20% | | Yuanmei Ma | - | - | 117,030 | 4.79% | 1.10% | | Kevin Vassily | - | - | 20,000 | * | * | | David Ping Li | - | - | 20,000 | * | * | | Michael Davidov | - | - | 20,000 | * | * | | De Mi | - | - | 8,300 | * | * | - Founder Shares and Private Shares are subject to transfer restrictions, with specific lock-up periods (e.g., **50%** of Founder Shares for six months post-combination or earlier if stock price reaches **$12.50**, remaining **50%** for six months post-combination)[200](index=200&type=chunk) - Founders or affiliates may loan funds (up to **$3,000,000**) for transaction costs, convertible into Private Shares at **$10.00 per share** upon business combination[201](index=201&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=47&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) The Sponsor acquired Founder Shares for **$25,000** and transferred **505,000** to management and directors, and a private placement of **498,875 Private Units** was completed with the Sponsor and US Tiger, with the company's related party policy requiring audit committee review and approval of such transactions - The Sponsor acquired **2,443,750 Founder Shares** for **$25,000**, and transferred **505,000** of these to officers, directors, and the secretary[203](index=203&type=chunk)[204](index=204&type=chunk) - The transferred Founder Shares are subject to a performance condition (occurrence of a Business Combination) for compensation expense recognition[205](index=205&type=chunk) - A private placement of **498,875 Private Units** was completed with the Sponsor and US Tiger for **$4,988,750**, with these units subject to transfer restrictions[206](index=206&type=chunk) - The company has adopted a code of ethics and its audit committee is responsible for reviewing and approving related party transactions to minimize conflicts of interest[215](index=215&type=chunk)[216](index=216&type=chunk) [Founder Shares and Private Units](index=47&type=section&id=Founder%20Shares%20and%20Private%20Units) The Sponsor initially acquired **2,443,750 Founder Shares** for **$25,000**, subsequently transferring **505,000** to management and directors, and a private placement of **498,875 Private Units** was completed with the Sponsor and US Tiger - The Sponsor acquired **2,443,750 Founder Shares** for **$25,000**[203](index=203&type=chunk) - **505,000 Founder Shares** were transferred to officers, directors, and the secretary, with a fair value of **$776,235**, recognized as compensation upon business combination[204](index=204&type=chunk)[205](index=205&type=chunk) - A private placement of **498,875 Private Units** was completed with the Sponsor and US Tiger for **$4,988,750**[206](index=206&type=chunk) - Founder Shares and Private Units are subject to transfer restrictions, including lock-up periods post-business combination[207](index=207&type=chunk) [Promissory Note](index=48&type=section&id=Promissory%20Note) On February 2, 2022, the Sponsor loaned the company up to **$500,000** for IPO expenses via a non-interest bearing, unsecured promissory note, which was repaid on June 21, 2022 - The Sponsor loaned the company up to **$500,000** for IPO expenses on February 2, 2022[209](index=209&type=chunk) - The loan was non-interest bearing, unsecured, and had an outstanding balance of **$280,000** prior to the IPO[209](index=209&type=chunk) - The loan was repaid on June 21, 2022, with no outstanding balance as of December 31, 2022[209](index=209&type=chunk) [Working Capital Loans](index=48&type=section&id=Working%20Capital%20Loans) The Sponsor or its affiliates may provide working capital loans of up to **$3,000,000** to finance transaction costs for a business combination, convertible into Private Shares at **$10.00 per share** upon completion - The Sponsor or its affiliates may loan the company funds (up to **$3,000,000**) for working capital or transaction costs related to a business combination[210](index=210&type=chunk) - Such loans may be convertible into Private Shares at **$10.00 per share** at the lender's option upon completion of the business combination[210](index=210&type=chunk) - As of December 31, 2022, the company had no borrowings under the working capital loans[211](index=211&type=chunk) [Others](index=48&type=section&id=Others) Post-business combination, management team members may receive consulting or management fees, and the company has a registration rights agreement for various shares, with a code of ethics and audit committee review to manage related party transactions - After the initial business combination, management team members who remain with the company may be paid consulting, management, or other fees from the combined company[212](index=212&type=chunk) - The company has a registration rights agreement for Private Shares, working capital loan shares, and Founder Shares[213](index=213&type=chunk) - The company's code of ethics and audit committee review process are in place to manage and approve related party transactions and minimize conflicts of interest[215](index=215&type=chunk)[216](index=216&type=chunk) [RELATED PARTY POLICY](index=48&type=section&id=RELATED%20PARTY%20POLICY) The company has not yet adopted a formal policy for reviewing related party transactions, but its code of ethics requires avoiding conflicts of interest, and the audit committee is responsible for reviewing and approving such transactions - The company has not yet adopted a formal policy for the review, approval, or ratification of related party transactions[214](index=214&type=chunk) - A code of ethics requires avoiding conflicts of interest, and the audit committee is responsible for reviewing and approving related party transactions[215](index=215&type=chunk)[216](index=216&type=chunk) - Procedures are intended to determine if related party transactions impair director independence or present conflicts of interest[217](index=217&type=chunk) - To minimize conflicts, the company requires an independent opinion for affiliated business combinations and limits finder's fees, reimbursements, or cash payments to founders prior to completion of an initial business combination[218](index=218&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=50&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) This section details the public accounting fees paid to Friedman and Marcum for services rendered from inception through December 31, 2022, with audit fees paid to both firms, and services approved by either the board of directors or the audit committee - Public accounting fees were paid to Friedman and Marcum for services from January 19, 2022, through December 31, 2022[221](index=221&type=chunk) Public Accounting Fees (Inception to Dec 31, 2022) | Firm | Service | 2022 Fees ($) | | :--- | :--- | :--- | | Friedman LLP | Audit Fees | $54,000 | | Marcum LLP | Audit Fees | $12,000 | - Services prior to the audit committee's formation (June 16, 2022) were approved by the board of directors; subsequent services were approved by the audit committee[224](index=224&type=chunk) [Public Accounting Fees](index=50&type=section&id=Public%20Accounting%20Fees) The company incurred audit fees from Friedman LLP (**$54,000**) and Marcum LLP (**$12,000**) for professional services related to the audit of annual financial statements and statutory/regulatory filings for the period from inception through December 31, 2022 Public Accounting Fees (Inception to Dec 31, 2022) | Firm | Service | 2022 Fees ($) | | :--- | :--- | :--- | | Friedman LLP | Audit Fees | $54,000 | | Marcum LLP | Audit Fees | $12,000 | - Audit fees cover professional services for the audit of annual financial statements and services related to statutory and regulatory filings, including the IPO[223](index=223&type=chunk) [Pre-Approval of Services](index=50&type=section&id=Pre-Approval%20of%20Services) Due to the audit committee's formation on June 16, 2022, services rendered before this date were approved by the board of directors, while all subsequent services have been approved by the audit committee - The audit committee was formed on June 16, 2022, so not all services were pre-approved by the committee[224](index=224&type=chunk) - Services prior to the audit committee's formation were approved by the board of directors[224](index=224&type=chunk) - All services subsequent to the formation of the audit committee have been approved by the audit committee[224](index=224&type=chunk) [PART IV](index=51&type=section&id=PART%20IV) [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=51&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements required to be included in the Annual Report on Form 10-K and provides an index of exhibits, with all supplemental schedules omitted as the information is either included in the financial statements or notes, or is not required/applicable - The financial statements required for this Annual Report are included in Item 8[226](index=226&type=chunk) - All supplemental schedules have been omitted as the information is included in the financial statements or notes, or is not required/applicable[226](index=226&type=chunk) - The exhibit index includes documents such as the Underwriting Agreement, Amended and Restated Certificate of Incorporation, Bylaws, Specimen Certificates, Warrant Agreement, Right Agreement, Registration Rights Agreement, Private Placement Units Purchase Agreements, Indemnity Agreements, Promissory Notes, Code of Ethics, and various certifications[227](index=227&type=chunk)[228](index=228&type=chunk) [ITEM 16. FORM 10-K SUMMARY](index=53&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) This item indicates that there is no Form 10-K Summary provided [Financial Statements](index=55&type=section&id=Financial%20Statements) [Report of Independent Registered Public Accounting Firm](index=56&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum LLP audited Feutune Light Acquisition Corp.'s financial statements, issuing an unqualified opinion but highlighting a 'going concern' uncertainty due to dependence on completing a business combination and insufficient cash/working capital - Marcum LLP audited the financial statements of Feutune Light Acquisition Corp. for the period from January 19, 2022 (inception) through December 31, 2022[234](index=234&type=chunk) - The auditors issued an unqualified opinion, stating the financial statements present fairly, in all material respects, the financial position and results of operations in conformity with U.S. GAAP[234](index=234&type=chunk) - An explanatory paragraph highlights a 'going concern' uncertainty due to the company's dependence on completing a business combination and insufficient cash/working capital, raising substantial doubt about its ability to continue[235](index=235&type=chunk) [Balance Sheet](index=57&type=section&id=Balance%20Sheet) As of December 31, 2022, Feutune Light Acquisition Corporation reported total assets of **$101,240,621**, primarily from investments held in the Trust Account (**$100,525,498**), total liabilities of **$3,832,932**, and a total stockholders' deficit of **$(2,797,902)** Balance Sheet (December 31, 2022) | Item | Amount ($) | | :--- | :--- | | **Assets:** | | | Cash | $546,632 | | Prepaid expenses | $168,491 | | Investments held in Trust Account | $100,525,498 | | Total Assets | $101,240,621 | | **Liabilities:** | | | Accrued expenses | $91,776 | | Franchise tax payable | $56,918 | | Income taxes payable | $194,636 | | Deferred tax liability | $68,352 | | Deferred underwriters' discount | $3,421,250 | | Total Liabilities | $3,832,932 | | **Temporary Equity:** | | | Class A common stock subject to possible redemption | $100,205,591 | | **Stockholders' Deficit:** | | | Class A common stock | $56 | | Class B common stock | $244 | | Accumulated deficit | $(2,798,202) | | Total Stockholders' Deficit | $(2,797,902) | | Total Liabilities, Temporary Equity and Stockholders' Deficit | $101,240,621 | [Statement of Income](index=58&type=section&id=Statement%20of%20Income) For the period from inception through December 31, 2022, the company reported a net income of **$537,881**, driven by **$1,309,248** in interest earned on Trust Account investments, offset by operating and tax expenses Statement of Income (Inception to Dec 31, 2022) | Item | Amount ($) | | :--- | :--- | | Formation and operating costs | $451,461 | | Franchise tax expenses | $56,918 | | Loss from Operations | $(508,379) | | Interest earned on investments held in Trust Account | $1,309,248 | | Income before income taxes | $800,869 | | Income taxes | $262,988 | | Net Income | $537,881 | | Basic and diluted net income per share, common stock subject to possible redemption | $0.81 | | Basic and diluted net loss per share, common stock attributable to Feutune Light Acquisition Corporation | $(1.49) | [Statement of Changes in Stockholders' Deficit](index=59&type=section&id=Statement%20of%20Changes%20in%20Stockholders'%20Deficit) For the period from inception through December 31, 2022, the company's stockholders' deficit changed from **$0** to **$(2,797,902)**, influenced by IPO proceeds, offering costs, and reclassification of redeemable common stock Statement of Changes in Stockholders' Deficit (Inception to Dec 31, 2022) | Item | Class A Shares | Class A Amount ($) | Class B Shares | Class B Amount ($) | Additional Paid-in Capital ($) | Accumulated Deficit ($) | Total Stockholders' Deficit ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of January 19, 2022 (inception) | - | $ - | - | $ - | $ - | $ - | $ - | | Founder shares issued to initial stockholder | - | - | 2,443,750 | $244 | $24,756 | - | $25,000 | | Sale of public units through public offering | 9,775,000 | $978 | - | - | $97,749,022 | - | $97,750,000 | | Sale of private placement shares | 498,875 | $50 | - | - | $4,988,700 | - | $4,988,750 | | Issuance of representative shares | 60,000 | $6 | - | - | $517,809 | - | $517,815 | | Offering costs | - | - | - | - | $(6,411,757) | - | $(6,411,757) | | Reclassification of common stock subject to redemption | (9,775,000) | $(978) | - | - | $(93,829,247) | - | $(93,830,225) | | Accretion of carrying value to redemption value | - | - | - | - | $(9,193,929) | $(3,336,083) | $(12,530,012) | | Net Income | - | - | - | - | - | $537,881 | $537,881 | | Balance as of December 31, 2022 | 558,875 | $56 | 2,443,750 | $244 | $2,797,902 | $(2,798,202) | $(2,797,902) | [Statement of Cash Flows](index=60&type=section&id=Statement%20of%20Cash%20Flows) For the period from inception through December 31, 2022, the company experienced a net change in cash of **$546,632**, with significant cash inflows from financing activities offset by outflows from investing and operating activities Statement of Cash Flows (Inception to Dec 31, 2022) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net Cash Used in Operating Activities | $(528,176) | | Net Cash Used in Investing Activities | $(99,216,250) | | Net Cash Provided by Financing Activities | $100,291,058 | | Net Change in Cash | $546,632 | | Cash, End of Period | $546,632 | - Operating activities resulted in a net cash outflow, with interest earned on Trust Account investments being a significant non-cash adjustment[248](index=248&type=chunk) - Investing activities primarily involved the purchase of investments held in the Trust Account[248](index=248&type=chunk) - Financing activities were the main source of cash, driven by proceeds from the public offering and private placement[248](index=248&type=chunk) [Notes to Financial Statements](index=61&type=section&id=Notes%20to%20Financial%20Statements) The notes provide detailed information on the company's organization, significant accounting policies, and financial instruments, inclu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41424 Feutune Light Acquisition Corporation (Exact name of registrant as specified in its charter) (State or other jurisdi ...