IPO and Business Combination - The company completed its IPO on June 21, 2022, raising gross proceeds of $97.75 million from the sale of 9,775,000 Public Units at $10.00 per unit[194]. - Following the IPO, a total of $99.22 million (or $10.15 per share) was placed in the Trust Account[194]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with the possibility of withdrawing interest to pay taxes[195]. - The company entered into a Merger Agreement with Thunder Power Holdings Limited on October 26, 2023, for its initial Business Combination[189]. - The company has until November 21, 2023, to complete its initial Business Combination, with the possibility of extending this deadline up to four additional months[217]. - The Company is a blank check company focused on finding a target business for a Business Combination, with a deadline of March 21, 2024, for completion[243]. Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $36,244, compared to $279,403 for the same period in 2022, indicating a decrease of approximately 87%[223]. - For the nine months ended September 30, 2023, the net income was $1,249,338, a significant increase from $205,781 for the same period in 2022[223]. - As of September 30, 2023, the company had cash of $110,855 and a working capital deficit of $1,526,274[225]. Share Issuance and Valuation - An aggregate of 20 million shares of common stock will be issued to TPH Shareholders, with 15 million shares vesting if revenues exceed $415 million for fiscal years ending from December 31, 2023, to December 31, 2026[192]. - The merger agreement includes the issuance of 40,000,000 shares of common stock valued at $400,000,000, translating to $10.00 per share upon the merger's effective time[220]. - An aggregate of 5,000,000 Earnout Shares will vest if the sales/revenues of the combined company for fiscal years ending from December 31, 2023, to December 31, 2025, reach at least $42,200,000[221]. Debt and Liabilities - The company has no long-term debt or significant liabilities as of September 30, 2023[200]. - The company has raised up to $3 million in loans that may be convertible into units at $10.00 per unit at the lender's option[196]. - The company has incurred significant costs related to its acquisition plans, with no assurance of successful completion of a Business Combination[211]. - The company has issued four unsecured promissory notes of $100,000 each to the Sponsor for Monthly Extension Payments, totaling $400,000[215]. Regulatory and Operational Concerns - The company has determined that there are substantial doubts about its ability to continue as a going concern due to potential financing needs[198]. - The company is subject to foreign investment regulations, which may limit its ability to pursue certain business combinations[214]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence[226]. - As of September 30, 2023, the Company's management concluded that its disclosure controls and procedures were not effective[253]. - The Quarterly Report on Form 10-Q does not include an attestation report of internal controls due to the Company's status as an emerging growth company under the JOBS Act[254].
Feutune Light Acquisition (FLFV) - 2023 Q3 - Quarterly Report