United States securities and exchange commission logo
May 20, 2022
Xuedong Tian
Chief Executive Officer
Feutune Light Acquisition Corp
48 Bridge Street, Building A
Metuchen, NJ 08840
Re: Feutune Light
Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-1
Filed May 9, 2022
File No. 333-264221
Dear Mr. Tian:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
25, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed May 9, 2022
Cover Page
1. Provide prominent
disclosure about the legal and operational risks associated with a
majority of your
directors and officers being based in or having significant ties to China.
Your disclosure should
make clear whether these risks could result in a material change in
your search for a
target company and/or the value of the securities you are registering for
sale. Please disclose
whether your auditor is subject to the determinations announced by
the PCAOB on December
16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and
related regulations will affect your company. Your prospectus
summary should address,
but not necessarily be limited to, the risks highlighted on the
prospectus cover page.
Xuedong Tian
FirstName LastNameXuedong
Feutune Light Acquisition CorpTian
Comapany
May NameFeutune Light Acquisition Corp
20, 2022
May 20,
Page 2 2022 Page 2
FirstName LastName
Prospectus Summary , page 1
2. In your summary of risk factors, disclose the risks that the majority
of your directors and
officers being based in or having significant ties to China poses to
investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks
with cross-references
to the more detailed discussion of these risks in the prospectus. For
example, specifically
discuss risks arising from the legal system in China, including risks
and uncertainties
regarding the enforcement of laws and that rules and regulations in
China can change
quickly with little advance notice; and the risk that the Chinese
government may intervene
or influence your search for a target company or completion of your
initial business
combination at any time, which could result in a material change in
your operations and/or
the value of the securities you are registering for sale.
3. Disclose each permission or approval that your officers and directors
are required to
obtain from Chinese authorities to search for a target company. State
whether your
directors and officers are covered by permissions requirements from
the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
other governmental agency and state affirmatively whether you have
received all requisite
permissions or approvals and whether any permissions or approvals have
been denied.
Please also describe the consequences to you and your investors if
your officers and
directors (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii)
applicable laws,
regulations, or interpretations change and your directors and officers
are required to obtain
such permissions or approvals in the future.
4. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Disclose whether your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021.
Risk Factors, page 30
5. Please expand your risk factors to disclose that trading in your
securities may be
prohibited under the Holding Foreign Companies Accountable Act if the
PCAOB
determines that it cannot inspect or fully investigate your auditor,
and that as a result an
exchange may determine to delist your securities. Please also disclose
that the United
States Senate has passed the Accelerating Holding Foreign Companies
Accountable Act,
which, if enacted, would decrease the number of non-inspection
years from three years
to two years, and thus, would reduce the time before your securities
may be prohibited
from trading or delisted. Update your disclosure to reflect that the
Commission adopted
rules to implement the HFCAA and that, pursuant to the HFCAA, the
PCAOB has issued
its report notifying the Commission of its determination that it is
unable to inspect or
investigate completely accounting firms headquartered in mainland
China or Hong Kong.
Xuedong Tian
Feutune Light Acquisition Corp
May 20, 2022
Page 3
6. Given the Chinese government s significant oversight and discretion
over the conduct of
your directors and officers search for a target company, please
revise to highlight
separately the risk that the Chinese government may intervene or
influence your
operations at any time, which could result in a material change in your
search and/or the
value of the securities you are registering.
7. In light of recent events indicating greater oversight by the Cyberspace
Administration of
China (CAC) over data security, please revise your disclosure to explain
how this
oversight impacts your officers and directors or their search for a
target company, and to
what extent you believe that your officers and directors are compliant
with the regulations
or policies that have been issued by the CAC to date.
You may contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at
202-551-2544 with
any questions.
Sincerely,
FirstName LastNameXuedong Tian
Division of
Corporation Finance
Comapany NameFeutune Light Acquisition Corp
Office of Real
Estate & Construction
May 20, 2022 Page 3
cc: Arila E. Zhou, Esq.
FirstName LastName