Current Report Filing (8-k)
22 Marzo 2023 - 4:03AM
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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
Date of Report (Date of earliest event reported): March
21, 2023 (March 20, 2023)
FEUTUNE LIGHT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
001-41424 |
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87-4620515 |
(State or other jurisdiction |
|
(Commission File Number) |
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(IRS Employer |
of incorporation) |
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|
|
Identification Number) |
48 Bridge Street, Building A
Metuchen, New Jersey |
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08840 |
(Address of principal executive offices) |
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(Zip Code) |
(909)-214-2482
(Registrant’s telephone number, including
area code)
(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 (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
Title of each class |
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Trading
Symbol |
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Name of each exchange
on which registered |
Units, each consisting of one share of Class A Common Stock, one Warrant and one Right |
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FLFVU |
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The Nasdaq Stock Market LLC |
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Class A Common Stock, par value $0.0001 per share |
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FLFV |
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The Nasdaq Stock Market LLC |
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Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
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FLFVW |
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The Nasdaq Stock Market LLC |
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|
|
|
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Rights, each right exchangeable for one-tenth (1/10) of one share of Class A Common Stock at the closing of a business combination |
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FLFVR |
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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 (§230.405 of this
chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
March 21, 2023, an aggregate of $977,500 (the “Extension Payment”) was deposited into the trust account of Feutune
Light Acquisition Corporation, a Delaware corporation (the “Company”) for the public shareholders, representing $0.10
per unit of the Company, which enables the Company to extend the period of time it has to consummate its initial business combination
by three month from March 21, 2023 to June 21, 2023 (the “Extension”). The Extension is the first of the three three-month
extensions permitted under the Company’s governing documents.
Extension Note
In
connection with the Extension Payment, the Company issued an unsecured promissory note (the “Extension Note”) of $977,500
to the Feutune Light Sponsor LLC (the “Sponsor”).
The
Note is non-interest bearing and payable (subject to the waiver against trust provisions) upon the date on which the Company consummates
its initial business combination. The principal balance may be prepaid at any time, at the election of the Company. The holder of the
Note has the right, but not the obligation, to convert the Note, in whole or in part, into private units (the “Units”)
of the Company, as described in the prospectus of the Company (File Number 333-264221), by providing the Company with written notice of
its intention to convert the Note at least two business days prior to the closing of the Company’s initial business combination.
The number of Units to be received by the holder in connection with such conversion shall be an amount determined by dividing (x) the
sum of the outstanding principal amount payable to the holder, by (y) $10.00.
The
issuance of the Extension Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act
of 1933, as amended.
A
copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures
set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Short-Term Loan
Note
Among
$977,500 Extension Payment, (i) $600,000 were deposited by the Company’s sponsor, Feutune Light Sponsor LLC (the “Sponsor”),
and (ii) $377,500 by the Company from the working capital account of the Company in lieu of the Sponsor, pursuant to a non-interest, short-term
loan provided by the Company to the Sponsor (the “Short-Term Loan Note”) to the Company, which provides for repayment
of the Short-Term Loan on or before March 31, 2023..
A
copy of the Short-Term Loan Note is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the
Note.
Item 3.02 Unregistered Sales of Equity
Securities.
The information disclosed
under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.
The Units, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until 30 days after the
completion of the Company’s initial business combination and (2) are entitled to registration rights.
Item 7.01 Regulation
FD Disclosure.
On
March 20, 2023, the Company issued a press release announcing the intention for the Extension. On March 21, 2023, the Company issued a
press release announcing that the Extension Payment had been made. A copy of the press releases are furnished as Exhibit 99.1 and Exhibit
99.2 hereto. The information in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
|
Description |
10.1 |
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Promissory Note, dated March 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC |
10.2 |
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Short-Term Loan Note, dated March 20, 2023, issued by Feutune Light Sponsor LLC to Feutune Light Acquisition Corporation |
99.1 |
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Press Release, dated March 20, 2023 |
99.2 |
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Press Release, dated March 21, 2023 |
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.
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Feutune Light Acquisition Corporation |
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By: |
/s/ Yuanmei Ma |
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Name: |
Yuanmei Ma |
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Title: |
Chief Financial Officer |
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Date: March 21, 2023 |
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