Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On June 16, 2023, Feutune Light Acquisition Corporation, a blank check company
incorporated as a Delaware corporation (the "Company"), held a special meeting
of the stockholders (the "Special Meeting"), where the stockholders of the
Company approved the Company to amend the Company's Amended and Restated
Certificate of Incorporation (the "Charter") to allow the Company until June 21,
2023 to consummate an initial business combination and may elect to extend the
period to consummate an initial business combination up to nine times, each by
an additional one-month period (each, a "Monthly Extension"), for a total of up
to nine months to March 21, 2024, by depositing to the Company's trust account
(the "Trust Account") the lesser of (i) $100,000 for all public shares and (ii)
$0.04 for each public share for each one-month extension. On June 20, 2023, a
certificate of amendment to the Charter (the "Charter Amendment") was filed with
the State of Delaware, effective on the same date.
On June 20, 2023, $100,000 (the "June Monthly Extension Payment") was deposited
into the Trust Account for the public stockholders, which enables the Company to
extend the period of time it has to consummate its initial business combination
by one month from June 21, 2023 to July 21, 2023 (the "June Extension"). The
June Extension is the first of the up to nine Monthly Extensions permitted under
the amended Charter.
In connection with the June Monthly Extension Payment, the Company issued an
unsecured promissory note of $100,000 (the "Note") to Feutune Light Sponsor LLC
(the "Sponsor"), the Sponsor the Company, to evidence the payments made by the
Sponsor for the June Monthly Extension Payment.
The Note bears no interest and is payable in full upon the earlier to occur of
(i) the consummation of the Company's business combination (the "Business
Combination") or (ii) the date of expiry of the term of the Company (the
"Maturity Date"). The following shall constitute an event of default: (i) a
failure to pay the principal within five business days of the Maturity Date;
(ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the
breach of the Company's obligations thereunder; (iv) any cross defaults; (v) an
enforcement proceedings against the Company; and (vi) any unlawfulness and
invalidity in connection with the performance of the obligations thereunder, in
which case the Note may be accelerated.
The payees of the Note, the Sponsor, has the right, but not the obligation, to
convert the Promissory Note, in whole or in part, respectively, into Private
Units (the "Units") of the Company, that are identical to public units of the
Company, subject to certain exceptions, as described in the final prospectus of
the Company filed with the SEC on June 17, 2022 (File Number: 333-264221), by
providing the Company with written notice of the intention to convert at least
two business days prior to the closing of the Business Combination. The number
of Units to be received by the Sponsor in connection with such conversion shall
be an amount determined by dividing (x) the sum of the outstanding principal
amount payable to the Sponsor by (y) $10.00.
The issuance of the 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.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02 to the extent required herein. The
Units (and the underlying securities) issuable upon conversion of the Note, 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.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Special Meeting, the stockholders of the Company approved the proposal
to amend the Charter to allow the Company until June 21, 2023 to consummate an
initial business combination and may elect to extend the period to consummate an
initial business combination up to nine times, each by an additional one-month
period, for a total of up to nine months to March 21, 2024, by depositing to the
Trust Account the lesser of (i) $100,000 for all public shares and (ii) $0.04
for each public share for each one-month extension. On June 20, 2023, the
Charter Amendment was filed with the State of Delaware, effective on the same
date.
A copy of the Charter Amendment is attached to this Current Report on Form 8-K
as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 15, 2023, the record date of the Special Meeting, there were 10,333,875
issued and outstanding shares of Class A Common Stock, approximately 85.32% of
which were represented in person or by proxy at the Special Meeting.
The final results for the matter submitted to a vote of the Company's
stockholders at the Special Meeting are as follows:
1. The Charter Amendment Proposal
The stockholders approved the proposal to amend the Company's Charter to allow
the Company until June 21, 2023 to consummate an initial business combination
and may elect to extend the period to consummate an initial business combination
up to nine times, each by an additional one-month period, for a total of up to
nine months to March 21, 2024, by depositing to the Trust Account the lesser of
(i) $100,000 for all public shares and (ii) $0.04 for each public share for each
one-month extension. The voting results were as follows:
FOR AGAINT ABSTAIN
10,356,146 545,383 0
Item 7.01 Regulation FD Disclosure.
On June 16, 2023, the Company issued a press release (the "Press Release")
announcing the approval of the Charter Amendment by its stockholders. A copy of
the Press Release is furnished as Exhibit 99.1 hereto. The information in this
Item 7.01 and the Press Release 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 8.01. Other Events.
In connection with the votes to approve the Charter Amendment Proposal,
4,791,507 shares of Class A Common Stock of the Company were rendered for
redemption.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation, dated June 19, 2023 and filed on June 20, 2023.
10.1 Promissory Note, dated June 20, 2023, issued by Feutune Light
Acquisition Corporation to Feutune Light Sponsor LLC
99.1 Press Release, dated June 16, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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