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Feutune Light Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination and Issuances of Promissory Notes
globenewswire.com· 2024-05-22 23:50
Core Points - Feutune Light Acquisition Corporation has extended the deadline for completing its initial business combination from May 21, 2024, to June 21, 2024, by depositing $60,000 into its Trust Account [1] - The Company can extend the deadline on a monthly basis until December 21, 2024, by depositing $60,000 for each month into the Trust Account [2] - On May 22, 2024, the Company issued two promissory notes totaling $150,000 to secure loans for general corporate expenses related to the ongoing business combination [3] Company Overview - Feutune Light Acquisition Corporation is a blank check company formed in Delaware, aimed at executing mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations with various businesses [4] - The Company is not limited to a specific industry or geographic region for identifying target businesses but is prohibited from engaging in initial business combinations with entities based in or primarily operating in China, including Hong Kong and Macau [4]
Feutune Light Acquisition (FLFV) - 2024 Q1 - Quarterly Report
2024-05-14 22:30
Part I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company, a special purpose acquisition company (SPAC), reported a net loss of **$18,535** for the three months ended March 31, 2024, a significant shift from a net income of **$611,090** in the same period of 2023, primarily due to lower interest income and higher operating costs. As of March 31, 2024, the company had **$55.0 million** in its trust account and a significant stockholders' deficit of **($7.16 million)**. The financial statements highlight a working capital deficit and a going concern uncertainty, contingent on the successful completion of a business combination by its deadline Consolidated Balance Sheet Highlights | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $35,622 | $18,330 | | Investments held in Trust Account | $55,000,411 | $54,075,630 | | Total Assets | $55,043,533 | $54,139,686 | | **Liabilities & Equity** | | | | Total Liabilities | $33,948,700 | $6,255,643 | | Class A common stock subject to possible redemption | $28,707,598 | $54,003,501 | | Total Stockholders' Deficit | ($7,162,765) | ($6,119,458) | Consolidated Statements of Operations Highlights | Account | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Loss from Operations | ($513,689) | ($161,200) | | Interest earned on investment held in Trust Account | $700,936 | $1,092,899 | | Net Income (Loss) | ($18,535) | $611,090 | | Basic and diluted net loss per share (attributable to FLAC) | ($0.10) | ($0.09) | - The company is a blank check company formed to enter into a business combination. It has not commenced any operations and will not generate operating revenue until a business combination is completed[26](index=26&type=chunk)[28](index=28&type=chunk) - On October 26, 2023, the company entered into a Merger Agreement with Thunder Power Holdings Limited (TPH), an electric vehicle technology innovator and manufacturer[39](index=39&type=chunk)[40](index=40&type=chunk) - The company has extended its deadline to consummate a business combination multiple times through monthly extension payments, funded by the merger target, TPH. The current deadline is December 21, 2024, upon maximum extension[43](index=43&type=chunk)[45](index=45&type=chunk)[58](index=58&type=chunk) - In March 2024, **2,378,699 shares** of Class A common stock were tendered for redemption, resulting in a **$26,060,074 liability** to redeeming shareholders[44](index=44&type=chunk)[73](index=73&type=chunk) - Management has determined that the company's liquidity situation and the mandatory liquidation requirement if a business combination is not completed raise substantial doubt about its ability to continue as a going concern[59](index=59&type=chunk)[176](index=176&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company explicitly prohibited from merging with a China-based entity. The report details recent developments, including multiple extensions to the business combination deadline, now potentially until December 21, 2024, funded by merger partner Thunder Power Holdings Limited (TPH). The company's financial condition is precarious, with a working capital deficit of **$30.0 million** and reliance on loans from its sponsor and TPH. These factors lead to a substantial doubt about the company's ability to continue as a going concern - The company is a blank check company and 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[150](index=150&type=chunk)[152](index=152&type=chunk) - On March 18, 2024, stockholders approved extending the business combination deadline up to nine times on a monthly basis until December 21, 2024, by depositing **$60,000** into the trust account for each one-month extension[158](index=158&type=chunk) - The merger partner, Thunder Power Holdings Limited (TPH), has been funding the monthly extensions and will continue to do so. In exchange, the company issues unsecured promissory notes to TPH[159](index=159&type=chunk)[163](index=163&type=chunk) Financial Condition Summary (as of March 31, 2024) | Metric | Value | | :--- | :--- | | Cash | $35,622 | | Working Capital Deficit | $30,034,328 | - The company's liquidity needs are met through payments from its Sponsor and proceeds from the Private Placement. To fund working capital deficiencies, the Sponsor or its affiliates may provide loans, up to **$3,000,000** of which can be converted into units at **$10.00 per unit**[168](index=168&type=chunk)[173](index=173&type=chunk) - Management has concluded that liquidity concerns and the mandatory liquidation requirement if a business combination is not completed raise substantial doubt about the company's ability to continue as a going concern[176](index=176&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is **not applicable** to the company - The company has indicated that Quantitative and Qualitative Disclosures About Market Risk are **not applicable**[188](index=188&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded that as of March 31, 2024, they were **not effective**. No material changes to internal control over financial reporting occurred during the quarter - Based on an evaluation as of March 31, 2024, the company's chief executive officer and chief financial officer concluded that the company's disclosure controls and procedures were **not effective**[189](index=189&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, its internal controls[192](index=192&type=chunk) Part II – OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material legal proceedings, and none have been threatened against it - The company is not currently a party to any material legal proceedings[194](index=194&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Prospectus, Annual Reports on Form 10-K, a prior Form 10-Q, and the Form S-4 registration statement related to the proposed business combination with Thunder Power - As of the date of this report, there have been no material changes to the risk factors disclosed in previous SEC filings, including the IPO prospectus and annual reports[195](index=195&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On June 21, 2022, the company completed a private placement of **498,875 units** at **$10.00 per unit**, generating gross proceeds of **$4,988,750**. The net proceeds from the IPO and the private placement, totaling **$99,216,250**, were placed in a trust account - Simultaneously with its IPO, the company sold **498,875 Private Placement Units** at **$10.00 per unit** to its Sponsor and US Tiger, generating gross proceeds of **$4,988,750**[196](index=196&type=chunk) - Net proceeds of **$99,216,250** from the IPO and Private Placement were placed in the Trust Account[199](index=199&type=chunk) [Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None**[200](index=200&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is **not applicable** to the company - **Not applicable**[201](index=201&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company reports no other information - **None**[202](index=202&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the quarterly report, including amendments to the merger agreement, various promissory notes, and officer certifications - The report includes exhibits such as amendments to the Merger Agreement with Thunder Power, promissory notes related to extension payments, and CEO/CFO certifications[204](index=204&type=chunk)
Feutune Light Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination
Newsfilter· 2024-04-18 21:15
Metuchen, NJ, April 18, 2024 (GLOBE NEWSWIRE) --  Feutune Light Acquisition Corporation (NASDAQ:FLFV) (the "Company"), a blank check company incorporated as a Delaware corporation, today announced that, in order to extend the date by which the Company must complete its initial business combination from April 21, 2024 to May 21, 2024, an aggregate of $60,000 has been deposited into Company's trust account (the "Trust Account"). Pursuant to the Company's Amended and Restated Certificate of Incorporation curre ...
Feutune Light Acquisition Corporation Announces Stockholder Approval for Extending Business Combination Deadline and Merger Agreement Amendment with Thunder Power Holdings Limited
Newsfilter· 2024-03-20 02:21
Metuchen, NJ, March 19, 2024 (GLOBE NEWSWIRE) -- Feutune Light Acquisition Corporation (NASDAQ:FLFV) ("FLFV"), a blank check company incorporated in Delaware, today announced it held a special meeting of the stockholders (the "Special Meeting") and obtained the stockholders' approval for the proposals to extend the time (the "Combination Deadline") it has to complete an initial business combination. In addition, FLFV agreed with Thunder Power Holdings Limited ("TPH") to amend Agreement and Plan of Merger ( ...
Feutune Light Acquisition (FLFV) - 2023 Q4 - Annual Report
2024-03-05 16:00
ITEM 6. [RESERVED] As a smaller reporting company, we are not required to make disclosures under this Item. 16 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-look ...
Feutune Light Acquisition (FLFV) - 2023 Q3 - Quarterly Report
2023-11-07 16:00
FORM 10-Q For the transition period from to (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ | --- | --- | |-------------- ...
Feutune Light Acquisition (FLFV) - 2023 Q2 - Quarterly Report
2023-08-20 16:00
The net income (loss) per share presented in the statement of operations is based on the following: For the Three Months Ended June 30, 2022 NonRedeemable Common Stock Basic and diluted net income/(loss) per share: Numerators: | --- | |-------| | | | | | | | | | | | | | | | | | | | | | | As of June 30, 2023, and December 31, 2022, the common stock reflected on the balance sheet is reconciled in the following table. | --- | --- | --- | |-------------------------------------------------------------|---------- ...
Feutune Light Acquisition (FLFV) - 2023 Q1 - Quarterly Report
2023-05-14 16:00
On February 2, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) January 31, 2023 or (2) the date on which the Company consummates an initial public offering of its securities. Prior to the IPO, the Company had $280,000 outstanding loan balance. The loan was repaid on June 21, 2022. As of March 31, 2023, there was no outstanding balance. On March 21, 2023, the Extensio ...
Feutune Light Acquisition (FLFV) - 2022 Q4 - Annual Report
2023-03-30 16:00
PART I [Business](index=5&type=section&id=Item%201.%20Business) Feutune Light Acquisition Corporation is a Delaware-incorporated blank check company formed to effect a business combination - The company is a blank check company and 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)[245](index=245&type=chunk)[255](index=255&type=chunk) IPO and Private Placement Details (June 2022) | Offering | Units Sold | Price Per Unit | Gross Proceeds | Trust Account Deposit | | :--- | :--- | :--- | :--- | :--- | | **Initial Public Offering (IPO)** | 9,775,000 | $10.00 | $97,750,000 | $99,216,250 ($10.15/Unit) | | **Private Placement** | 498,875 | $10.00 | $4,988,750 | (Portion included in Trust) | - On March 21, 2023, the Sponsor deposited **$977,500** into the Trust Account to extend the period to consummate an initial business combination by three months, to **June 21, 2023**[261](index=261&type=chunk) - The company's initial business combination must be with a target having a fair market value of at least **80% of the assets held in the Trust Account** at the time of the agreement[266](index=266&type=chunk) - The company may be subject to **CFIUS review** for transactions with U.S. businesses due to a sponsor member being a Hong Kong citizen and U.S. permanent resident, which could limit the pool of potential targets[260](index=260&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company's potential classification as a "foreign person" under U.S. regulations could subject acquisitions to CFIUS review - The company may be considered a **"foreign person"** because a sponsor member, Ms. Sau Fong Yeung, is a Hong Kong citizen and U.S. permanent resident, which could subject proposed business combinations with U.S. businesses to **CFIUS review**[225](index=225&type=chunk) - A CFIUS review could **block, delay, or impose adverse conditions** on an initial business combination, limiting the pool of potential targets[225](index=225&type=chunk) - The residency of the sponsor's manager in Hong Kong and the potential for future officers/directors to be located outside the U.S. may make it difficult for U.S. investors to enforce legal judgments[226](index=226&type=chunk)[227](index=227&type=chunk) [Properties](index=20&type=section&id=Item%202.%20Properties) The company does not own any real estate or other material physical properties and utilizes provided office space - The company's principal executive offices are located at 48 Bridge Street, Building A, Metuchen, New Jersey 08840[229](index=229&type=chunk) - The company does not own any real estate or other physical properties material to its operations[229](index=229&type=chunk) [Legal Proceedings](index=20&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material litigation or legal proceedings - There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management team[222](index=222&type=chunk)[230](index=230&type=chunk) [Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not Applicable[27](index=27&type=chunk) PART II [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 securities trade on Nasdaq, and it has not paid any cash dividends - The company's Units, Class A Common Stock, Warrants, and Rights began trading on the Nasdaq Capital Market under the symbols "FLFVU", "FLFV", "FLFVW", and "FLFVR", respectively[30](index=30&type=chunk) - The company has not paid any cash dividends to date and does not intend to pay any prior to the completion of an initial business combination[310](index=310&type=chunk) - As of March 15, 2023, there were **2 holders of record for Class A Common Stock** and **8 for Class B Common Stock**[309](index=309&type=chunk) [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) As a pre-combination SPAC, the company generated interest income but faces substantial doubt about its going concern status [Results of Operations](index=25&type=section&id=Results%20of%20Operations) The company generated net income of $537,881 for the period, derived from interest earned on investments in the Trust Account - For the period from January 19, 2022 (inception) through December 31, 2022, the company had a **net income of $537,881**[334](index=334&type=chunk) - The company's activity has been limited to evaluating business combination candidates and it generates non-operating income from interest earned on the Trust Account[333](index=333&type=chunk) [Liquidity and Capital Resources and Going Concern](index=25&type=section&id=Liquidity%20and%20Capital%20Resources%20and%20Going%20Concern) Management has identified substantial doubt about the company's ability to continue as a going concern due to liquidity needs - As of December 31, 2022, the Company had **cash of $546,632** and **working capital of $623,347**[337](index=337&type=chunk) - Management has determined that liquidity concerns and the mandatory liquidation requirement raise **substantial doubt about the Company's ability to continue as a going concern**[190](index=190&type=chunk)[343](index=343&type=chunk) - The Sponsor or its affiliates may loan the company up to **$3,000,000** for transaction costs, which may be convertible into units at $10.00 per unit[340](index=340&type=chunk) [Critical Accounting Policies and Estimates](index=27&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Key accounting policies include classifying redeemable common stock as temporary equity and warrants as equity instruments - Warrants are accounted for as equity-classified instruments; the fair value of the 9,775,000 IPO Warrants was estimated at approximately **$2.7 million** using a Monte Carlo Model[7](index=7&type=chunk)[316](index=316&type=chunk) - Class A Common Stock subject to possible redemption is classified as **temporary equity** and presented at a redemption value of **$10.25 per share** as of December 31, 2022[9](index=9&type=chunk) - The company uses a three-level hierarchy (Level 1, 2, 3) to measure the fair value of its financial instruments[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=31&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company replaced Friedman LLP with Marcum LLP as its auditor following a business combination between the two firms - On October 7, 2022, the company replaced Friedman LLP with **Marcum LLP** as its independent registered public accounting firm[24](index=24&type=chunk) - The change was due to the combination of Friedman with Marcum, effective September 1, 2022[24](index=24&type=chunk) - There were **no disagreements** with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure[31](index=31&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective but identified a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were **effective** as of December 31, 2022[35](index=35&type=chunk) - A **material weakness** in internal control over financial reporting was identified as of December 31, 2022, due to issues in accounting for complex equity instruments related to the IPO[40](index=40&type=chunk) - This annual report does not include an attestation report on internal controls from the independent registered public accounting firm because the company is an **emerging growth company**[41](index=41&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=35&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company details its leadership team, board independence, and significant potential conflicts of interest [Directors and Executive Officers](index=35&type=section&id=Directors%20and%20Executive%20Officers) The leadership team and board possess extensive backgrounds in capital markets, finance, and special purpose acquisition companies Executive Officers and Directors | 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 | Independent Director | | David Ping Li | 57 | Independent Director | | Michael Davidov | 48 | Independent Director | [Corporate Governance](index=38&type=section&id=Corporate%20Governance) The board has a majority of independent directors, who comprise the entirety of the Audit and Compensation committees - The board has determined that Kevin Vassily, David Ping Li, and Michael Davidov are **independent directors**[57](index=57&type=chunk) - The Audit Committee consists of three independent directors, with Mr. Li serving as chairman and qualifying as an **"audit committee financial expert"**[58](index=58&type=chunk)[60](index=60&type=chunk) - The Compensation Committee consists of three independent directors, with Mr. Vassily serving as chairman[62](index=62&type=chunk) [Conflicts of Interest](index=40&type=section&id=Conflicts%20of%20Interest) Significant conflicts of interest exist due to officers' and directors' fiduciary duties to other entities, including other SPACs - Officers and directors have existing fiduciary or contractual obligations to other entities and may be required to present business combination opportunities to them first[74](index=74&type=chunk) - A table is provided summarizing the various entities to which the company's executive officers and directors owe fiduciary duties, including other SPACs, investment firms, and non-profits[83](index=83&type=chunk) - CEO Xuedong (Tony) Tian is also the Managing Director of US Tiger Securities, Inc, a representative of the underwriters in the IPO, which presents a **conflict of interest** as US Tiger may have competing opportunities[79](index=79&type=chunk) [Executive Compensation](index=44&type=section&id=Item%2011.%20Executive%20Compensation) Executive officers and directors have not received cash compensation, receiving Founder Shares instead - **No officers or directors have received any cash compensation** for services rendered to the company[88](index=88&type=chunk) - The Sponsor transferred an aggregate of **505,000 Founder Shares** to the company's officers, directors, and secretary as compensation; for example, CEO Xuedong (Tony) Tian received 141,000 Founder Shares[88](index=88&type=chunk) - After the business combination, directors or management who remain with the company may be paid consulting or management fees, but the amounts are not yet known[89](index=89&type=chunk) [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) Feutune Light Sponsor LLC is the primary beneficial owner, holding a significant majority of the Class B Common Stock Beneficial Ownership of Common Stock (Selected) | Name of Beneficial Owner | Class B Common Stock Owned | Approx. % of Class B Outstanding | | :--- | :--- | :--- | | Feutune Light Sponsor LLC | 1,938,750 | 79.34% | | Sau Fong Yeung (Sponsor Manager) | 1,938,750 | 79.34% | | Lei Xu (Chairwoman) | 126,990 | 5.20% | | Xuedong (Tony) Tian (CEO) | 117,030 | 4.79% | - The Founder Shares and Private Shares are subject to **lock-up provisions** that restrict their transfer until certain milestones are met post-business combination[101](index=101&type=chunk) [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 purchased Founder Shares for a nominal price and provided a short-term promissory note for IPO expenses - On February 2, 2022, the Sponsor acquired **2,443,750 Founder Shares** for an aggregate price of **$25,000**[104](index=104&type=chunk) - Simultaneously with the IPO, the Sponsor and US Tiger purchased **498,875 Private Units** at $10.00 per unit, generating gross proceeds of approximately **$4.99 million**[107](index=107&type=chunk) - The Sponsor provided a promissory note of up to $500,000 for IPO expenses, of which **$280,000 was drawn and subsequently repaid in full** on June 21, 2022[111](index=111&type=chunk) - The Sponsor or its affiliates may loan the company up to **$3,000,000** for transaction costs, which may be convertible into Private Shares at $10.00 per share[117](index=117&type=chunk) [Principal Accountant Fees and Services](index=50&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company paid fees to its independent public accounting firms for audit services related to its financial statements and IPO Public Accounting Fees (2022) | Firm | Service | Fees (USD) | | :--- | :--- | :--- | | Friedman LLP | Audit Fees | $54,000 | | Marcum LLP | Audit Fees | $12,000 | PART IV [Exhibits, Financial Statement Schedules](index=51&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section indexes all exhibits filed with the Form 10-K, including key corporate and legal agreements - Lists all exhibits filed with the Annual Report, including the Underwriting Agreement (1.1), Amended and Restated Certificate of Incorporation (3.1), Warrant Agreement (4.5), and various officer certifications (31.1, 31.2, 32.1, 32.2)[131](index=131&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) Financial Statements and Notes The audited financial statements show a stockholders' deficit, with the auditor expressing substantial doubt about its going concern status [Report of Independent Registered Public Accounting Firm](index=56&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report includes an explanatory paragraph highlighting substantial doubt about the company's ability to continue as a going concern - The auditor, Marcum LLP, issued an opinion that the financial statements are **fairly presented** in conformity with U.S. GAAP[148](index=148&type=chunk) - The report includes an explanatory paragraph expressing **substantial doubt about the Company's ability to continue as a going concern**, citing its dependence on completing a business combination and its current cash position[149](index=149&type=chunk) [Financial Statements](index=57&type=section&id=Financial%20Statements) The balance sheet is characterized by significant assets in trust and a corresponding large temporary equity value for redeemable stock Key Financial Data (as of and for the period ended December 31, 2022) | Metric | Amount (USD) | | :--- | :--- | | **Balance Sheet** | | | Cash | $546,632 | | Investments held in Trust Account | $100,525,498 | | Total Assets | $101,240,621 | | Total Liabilities | $3,832,932 | | Class A common stock subject to possible redemption | $100,205,591 | | Total Stockholders' Deficit | ($2,797,902) | | **Statement of Operations** | | | Interest earned on investments | $1,309,248 | | Loss from Operations | ($508,379) | | Net Income | $537,881 | [Notes to Financial Statements](index=61&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's SPAC structure, accounting policies, IPO specifics, and related-party transactions - Note 1: The company is a blank check company formed for a business combination and has extended its combination period to **June 21, 2023**[168](index=168&type=chunk)[176](index=176&type=chunk) - Note 2: The company is an **"emerging growth company"** and has elected not to opt out of the extended transition period for new accounting standards[193](index=193&type=chunk)[201](index=201&type=chunk) - Note 6: The Sponsor acquired **2,443,750 Founder Shares for $25,000** and provided a **$280,000 loan** for IPO expenses, which was fully repaid[390](index=390&type=chunk)[404](index=404&type=chunk) - Note 8: Details the authorized and outstanding shares for Class A and Class B common stock, as well as the terms of the outstanding Rights and Warrants[398](index=398&type=chunk)[400](index=400&type=chunk)[401](index=401&type=chunk) - Note 9: The income tax provision for the period was **$262,988**[414](index=414&type=chunk)
Feutune Light Acquisition (FLFV) - 2022 Q3 - Quarterly Report
2022-11-15 16:00
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) | --- | --- | |-------- ...