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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 5, 2024
Date of Report (Date of earliest event reported)
FEUTUNE LIGHT ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41424 | 87-4620515 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer |
|
48 Bridge Street, Building A Metuchen, New Jersey |
08840 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 909-214-2482
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A Common Stock, one Warrant and one Right | FLFVU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | FLFV | The Nasdaq Stock Market LLC | ||
| Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | FLFVW | The Nasdaq Stock Market LLC | ||
| Rights, each right exchangeable for one-tenth (1/10) of one share of Class A Common Stock at the closing of a business combination | FLFVR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previous announced, on October 26, 2023, Feutune Light Acquisition Corporation (“FLFV,” or “PubCo” upon and following the Merger, as defined in the Merger Agreement noted below) entered into an Agreement and Plan of Merger (as amended on March 19, 2024, the “Merger Agreement”) with Thunder Power Holdings Limited, a British Virgin Islands company (“TPH”) and Feutune Light Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of FLFV (“Merger Sub”). The transactions contemplated in the Merger Agreement shall be collectively referred in this Report as the “Business Combination.”
On April 5, FLFV, Merger Sub and TPH entered into an amendment to the Merger Agreement (the “Merger Agreement Amendment No.2”) to modify the composition of PubCo’s board of directors upon and immediately following the completion of the Business Combination.
Pursuant to the Merger Agreement Amendment No.2, upon and immediately following the completion of the Business Combination, the PubCo’s board of directors shall consist of five (5) directors, among which three (3) directors shall be nominated by TPH, one (1) director shall be nominated by FLFV, and one (1) director shall be mutually nominated by TPH and FLFV.
A copy of the Merger Agreement Amendment No.2 is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Additional Information and Where to Find It
As previously disclosed, on October 26, 2023, FLFV entered into that the Merger Agreement (as may be amended from time to time, the “Merger Agreement”), by and between the by and among FLFV, Merger Sub, and TPH, pursuant to which TPH will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of FLFV (the “Merger”); (ii) each Additional Agreement (as defined in the Merger Agreement); and (iii) the Business Combination. This Report does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. FLFV’s stockholders and other interested persons are advised to read, the proxy statement/prospectus on Form S-4, as amended (the “S-4”), filed on December 7, 2023 with the U.S. Securities & Exchange Commission (File No. 333-275933) (“SEC”) and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about FLFV, Merger Sub or TPH, and the proposed Business Combination. The S-4 and other relevant materials for the proposed Business Combination will be mailed to stockholders of FLFV as of a record date to be established for voting on the proposed Business Combination. Such stockholders will also be able to obtain copies of the S-4 and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to FLFV’s principal office at 48 Bridge Street, Building A, Metuchen, New Jersey 08840.
Forward-Looking Statements
This Report contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions described herein, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed Business Combination, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed Business Combination, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the pending Business Combination, including the risk that the transaction may not close due to one or more closing conditions to the Business Combination not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the Business Combination or required certain conditions, limitations or restrictions in connection with such approvals; (ii) risks related to the ability of FLFV and TPH to successfully integrate the businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of FLFV or TPH; (v) risks related to disruption of management time from ongoing business operations due to the proposed Business Combination; (vi) the risk that any announcements relating to the proposed Business Combination could have adverse effects on the market price of FLFV’s securities; (vii) the risk that the proposed Business Combination and its announcement could have an adverse effect on the ability of TPH to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (viii): risks relating to the automotive industry, including but not limited to governmental regulatory and enforcement changes, market competitions, competitive product and pricing activity; and (ix) risks relating to the combined company’s ability to enhance its products and services, execute its business strategy, expand its customer base and maintain stable relationship with its business partners.
A further list and description of risks and uncertainties can be found in the prospectus filed on June 17, 2022 relating to FLFV’s initial public offering, the annual report of FLFV on Form 10-K for the fiscal year ended on December 31, 2023, filed on March 6, 2024, and in the S-4, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and FLFV, TPH, and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
No Offer or Solicitation
This Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or any other transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of FLFV, Merger Sub or TPH, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933.
Participants in the Solicitation
FLFV, Merger Sub, TPH, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of FLFV stockholders in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of FLFV stockholders in connection with the proposed bus Business Combination as set forth in the S-4.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 1.1 | Merger Agreement Amendment No.2, dated April 5, 2024, by and between FLFV, Merger Sub and TPH. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Feutune Light Acquisition Corporation | ||
| Date: April 5, 2024 | By: | /s/ Yuanmei Ma |
| Name: | Yuanmei Ma | |
| Title: | Chief Financial Officer | |
4
Exhibit 1.1
AMENDMENT NO.2 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO.2 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated as of April 5, 2024, by and among, Feutune Light Acquisition Corporation, a Delaware corporation (“Parent”), Feutune Light Merger Sub Inc. a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Thunder Power Holdings Limited, a British Virgin Islands company (the “Company”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Merger Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Parent, Merger Sub, and the Company are parties to a certain Agreement and Plan of Merger dated as of October 26, 2023 (as amended on March 19, 2024, the “Merger Agreement”); and
WHEREAS, in accordance with the terms of Section 11.2 of the Merger Agreement, Parent, Merger Sub and the Company desire to amend the Merger Agreement as set forth herein to modify the composition the PubCo’s board of directors upon and immediately following the Effective Time.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Merger Sub and the Company agree as follows:
Section 1. Amendments to the Merger Agreement. Article II, Section 2.3 of the Merger Agreement shall hereby be deleted in its entirety and shall be replaced as follows:
“2.3 Directors and Officers.
(a) Directors and Officers of the PubCo. Upon and immediately following the Effective Time, the PubCo’s board of directors shall consist of five (5) directors, among which three (3) directors shall be nominated by the Company prior to the Effective Time, with at least two (2) directors being independent under Nasdaq rules and one (1) director shall be nominated by the Parent, and one (1) director shall be mutually nominated by the Company and Parent, prior to the Effective Time. Upon the Effective Time, the PubCo’s board of director shall take necessary corporate action so that the officers of PubCo shall be the individuals identified by the Company prior to the Closing Date, each to hold office in accordance with the applicable provisions of the DGCL and the certificate of incorporation and bylaws of PubCo., provided that each of them shall enter into the Personnel Agreement with PubCo immediately prior to the Effective Time.
(b) Directors and Officers of the Surviving Corporation. At the Effective Time, the board of directors and executive officers of Merger Sub shall resign and the board of directors and executive officers of the Surviving Corporation shall consist of directors and officers of the Company immediately prior to the Effective Time.”
Section 2. Effectiveness of Amendment. Upon the execution and delivery hereof, the Merger Agreement shall thereupon be deemed to be amended as set forth herein and with the same effect as if the amendments made hereby were originally set forth in the Merger Agreement, and this Amendment and the Merger Agreement shall henceforth respectively be read, taken and construed as one and the same instrument, but such amendments shall not operate so as to render invalid or improper any action heretofore taken under the Merger Agreement. Upon the effectiveness of this Amendment, each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment.
Section 3. General Provisions.
(a) Miscellaneous. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment may be executed and delivered by facsimile or PDF transmission. The terms of Article XI of the Merger Agreement shall apply to this Amendment, as applicable.
(b) Merger Agreement in Effect. Except as specifically and explicitly provided for in this Amendment, the Merger Agreement shall remain unmodified and in full force and effect.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| Parent: | |||
| Feutune Light Acquisition Corporation | |||
| By: | /s/ Yuanmei Ma | ||
| Name: | Yuanmei Ma | ||
| Title: | Chief Financial Officer | ||
| Merger Sub: | |||
| Feutune Light Merger Sub Inc. | |||
| By: | /s/ Yuanmei Ma | ||
| Name: | Yuanmei Ma | ||
| Title: | Sole Director and Chairman | ||
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| The Company: | |||
| Thunder Power Holding Limited | |||
| By: | /s/ Wellen Sham | ||
| Name: | Wellen Sham | ||
| Title: | Chief Executive Officer | ||