IPO and Financial Proceeds - The company completed its IPO on June 21, 2022, raising gross proceeds of $97,750,000 from the sale of 9,775,000 units at $10.00 per unit[6]. - A total of $99,216,250 was placed in the Trust Account following the IPO and Private Placement, equating to $10.15 per share[28]. - 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 an exercise price of $11.50[29]. - The Company has issued 9,775,000 Warrants in connection with its IPO, with an estimated fair value of approximately $1.1 million[45]. Financial Performance - The company reported a net income of $1,336,935 for the year ended December 31, 2023, compared to $404,616 for the period from inception through December 31, 2022[24]. - The company has incurred losses since inception, relying on the sale of securities and loans from the Sponsor to fund operations[5]. - The company has no operating revenues until the completion of the initial business combination, generating only non-operating income from interest[23]. - As of December 31, 2023, the Company had cash of $18,330 and a working capital deficit of $2,268,086[36]. - The Company is obligated to pay deferred underwriting compensation of $3,421,250, which will be payable from the Trust Account upon completion of the business combination[53]. - The Class A Common Stock subject to possible redemption is presented at a redemption value of $10.84 per share as temporary equity as of December 31, 2023[58]. Business Combination and Mergers - The company extended the period to consummate its initial business combination to March 21, 2024, by making extension payments totaling $977,500[9][11]. - The company entered into a Merger Agreement with Thunder Power Holdings Limited on October 26, 2023, to merge with its wholly owned subsidiary[16]. - The Merger Agreement includes the issuance of 40,000,000 shares of common stock as Closing Merger Consideration, valued at $400,000,000[19]. - Earnout Shares totaling 20,000,000 will be issued based on achieving revenue milestones of $42,200,000 and $415,000,000 for specified fiscal years[20][21]. - The Company intends to use substantially all funds held in the Trust Account to complete its business combination, with potential interest withdrawals for tax payments[37]. Financial Viability and Concerns - The Company has determined there is substantial doubt about its ability to continue as a going concern, as indicated by its working capital deficit and cash position[42]. - 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 its operational viability[40]. - The Company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2023[52][51]. Fair Value Measurements - The fair value of the company's financial assets and liabilities approximates their carrying amounts due to their short-term nature[59]. - The fair value measurement seeks to maximize observable inputs and minimize unobservable inputs, classified into three levels[60]. - Level 1 inputs are quoted prices for identical assets or liabilities in active markets[60]. - Level 2 inputs include quoted prices for similar assets and liabilities in active markets, observable either directly or indirectly[61]. - Level 3 inputs are unobservable and significant to the fair value[62]. Accounting and Reporting - Management believes that recently issued accounting pronouncements will not materially affect the financial statements[63]. - As a smaller reporting company, the company is not required to disclose market risk information[65].
Feutune Light Acquisition (FLFV) - 2023 Q4 - Annual Report