Thunder Power Holdings, Inc S-1/A, filed Jun 13, 2022

Thunder Power Holdings, Inc. (AIEV)

S-1/A 2022-06-13

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Delaware		6770		87-4620515
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒		Smaller reporting company ☒
						Emerging growth company ☒

	Per Unit		Total
Public offering price	$	10.00	$	85,000,000
Underwriting discounts and commissions⁽¹⁾	$	0.55	$	4,675,000
Proceeds, before expenses, to Feutune Light Acquisition Corporation	$	9.45	$	80,325,000

Joint Book-Running Manager	Joint Book-Running Manager

Tiger Brokers	EF Hutton
	division of Benchmark Investments, LLC

	Page
Summary	1
Risk Factors	30
Cautionary Note Regarding Forward-Looking Statements	62
Use of Proceeds	63
Dividend Policy	66
Dilution	66
Capitalization	69
Management’s Discussion and Analysis of Financial Condition and Results of Operations	70
Proposed Business	75
Management	98
Principal Stockholders	107
Certain Relationships and Related Party Transactions	109
Description of Securities	111
United States Federal Income Tax Considerations	123
Underwriting (Conflicts of Interest)	131
Legal Matters	138
Experts	138
Where You Can Find Additional Information	138
Index to Financial Statements	F-1

	●	“founders” are to holders of our founder shares prior to this offering and holders of our private units upon the consummation of this offering which include our sponsor, officers and directors; and/or their designees;

	●	“initial stockholders” are to our founders, US Tiger Securities Inc. (and /or its designee) who hold either private units and/or representative shares.

	●	“private shares” are to the shares of our Class A common stock included in the private units to be issued to our sponsor and US Tiger Securities, Inc. in a private placement simultaneously with the closing of this offering and the exercise of over-allotment option by the underwriters as applicable;

	●	“private warrants” are to the warrants included in the private units to be issued to our sponsor and US Tiger Securities, Inc. in a private placement simultaneously with the closing of this offering and the exercise of over-allotment option by the underwriters as applicable;

	●	“private units” are to the units to be issued to our sponsor and US Tiger Securities, Inc. in a private placement simultaneously with the closing of this offering and the exercise of over-allotment option by the underwriters as applicable;

	●	“public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares;

	●	“public warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and

	●	“representative shares” are to 60,000 shares of Class A common stock to US Tiger Securities, Inc. (and/or its designees) as a part of representatives’ compensation simultaneously with the closing of this offering;

	●	“rights” are to rights sold as part of the units in this offering, each to receive one-tenth (1/10) of one share of Class A common stock upon the consummation of an initial business combination;

	●	“sponsor” is to Feutune Light Sponsor LLC, a Delaware limited liability company.

	●	*Growth Potential*. We intend to seek target companies that have underexploited expansion opportunities. This expansion can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in identifying such targets and in helping target management assess the strategic and financial fit. Similarly, our management has the expertise to assess the likely synergies and to help a target integrate acquisitions.

	●	*Competitive Advantage*. Target companies that we intend to seek will have significant competitive advantages and/or underexploited expansion opportunities that can benefit from access to additional capital as well as our industry relationships and expertise.

Securities offered	8,500,000 units, at $10.00 per unit (or 9,775,000 units if the underwriters’ option to purchase additional units is exercised in full), each unit consisting of:

	●	one share of Class A common stock;

	●	one redeemable warrant; and

	●	one right to receive one-tenth of one share of Class A common stock

Proposed Nasdaq symbols	Units: “FLFVU”

	Class A Common Stock: “FLFV”

	Warrants: “FLFVW”

	Rights: “FLFVR”

Trading commencement and separation of Class A common stock, warrants and rights	The units will begin trading on or promptly after the date of this prospectus. The Class A common stock, warrants and rights comprising the units will begin separate trading on the 52^ndday following the date of this prospectus unless the representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock, warrants and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock, warrants and rights. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.

Separate trading of Class A common stock, warrants and rights is prohibited until we have filed a Current Report on Form 8-K	In no event will the Class A common stock, warrants and rights be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.

Units:

Number outstanding before this offering	0

Number of private units to be sold in a private placement simultaneously with this offering	454,250

Number outstanding after this offering and private placement		8,954,250⁽¹⁾⁽²⁾

Common stock:

Number outstanding before this offering		2,443,750 shares of Class B common stock⁽³⁾⁽⁶⁾

Number outstanding after this offering and private placement		9,014,250 shares of Class A common stock and 2,125,000 shares of Class B common stock ^(1)(4)(6)

Warrants:

Number outstanding before this offering		0

Number outstanding after this offering and private placement		8,954,250⁽¹⁾⁽⁵⁾

Exercisability		Each warrant is exercisable to purchase one share of our Class A common stock.

Exercise price		$11.50 per share, subject to adjustment as described herein.

(1)	Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our founders of 318,750 founder shares.

(2)	Represents 8,500,000 public units and 454,250 private units.

(3)	Includes up to 318,750 shares of Class B common stock that are subject to forfeiture by our founders depending on the extent to which the underwriters’ over-allotment option is exercised.

(4)	Includes 2,125,000 founder shares, 8,500,000 shares included in the public units, 454,250 private shares and 60,000 representative shares.

(5)	Represents 8,500,000 public warrants included in the public units and 454,250 private warrants included in the private units.

(6)	The shares of common stock included in the units are Class A common stock. Founder shares are classified as shares of Class B common stock, which shares are convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution.”

Exercise period	The warrants will become exercisable on the later of:

	● 30 days after the completion of our initial business combination, or

	● 12 months from the closing of this offering;

	provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).

	We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 30 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

	The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.

Redemption of warrants	Once the warrants become exercisable, we may redeem the outstanding warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and

Founder shares		On February 2, 2022, our sponsor acquired 2,443,750 shares of Class B common stock, or founder shares, for an aggregate purchase price of $25,000 (up to 318,750 shares are subject to forfeiture if the over-allotment is not exercised in part or in full). In addition, our sponsor has committed to transfer an aggregated amount of 440,000 founder shares to our officers, directors, secretary or their designees prior to the consummation of this offering and up to additional 65,000 founder shares following the closing of this offering if the over-allotment option is exercised. Prior to the initial investments in the company by our sponsor, the company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering (excluding the sale of the private shares and issuance representative shares, and assuming our founders do not purchase public shares in this offering). As such, our initial stockholders will collectively own 23.69% of our issued and outstanding shares after this offering (including founder shares, private shares, and representative shares, and assuming they do not purchase any units in this offering).

		The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that:

		●	the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the closing of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein;

		●	the holders of founder shares have the right to elect and remove, with or without cause, all of our directors prior to our initial business combination;

		●	the founder shares are subject to certain transfer restrictions, as described in more detail below;

		●	our initial stockholders have agreed to vote any founder shares, private shares and representative shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to their founder shares, private shares and representative shares, we would need 2,930,376, or 34.48%, of the 8,500,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised);

		●	our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares, private shares and any public shares held by them in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 9 months from the closing of this offering (or 18 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares and private units held by them if we fail to complete our initial business combination within 9 months from the closing of this offering (or 18 months, if we extend the time to complete a business combination as described in this prospectus), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. If we submit our initial business combination to our stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of Class A common stock voted are voted in favor of the initial business combination; and

		●	the founder shares are subject to registration rights.

Transfer restrictions on founder shares		Our initial stockholders have agreed not to transfer, assign or sell 50% of their founder shares until the earlier to occur of: (A) six months after the date of the consummation of our initial business combination, or (B) the date on which the closing price of our Class A common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under the section of this prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares, Private Units and Representative Shares”). We refer to such transfer restrictions on founder shares, private units and working capital units throughout this prospectus as the lock-up. Further, the founder shares held by Mr. Xuedong (Tony) Tian, our CEO, who is a registered financial professional registered with FINRA and the Managing Director and Head of Capital Markets of US Tiger, will be subject to lock-up and resale registration restrictions in compliance with FINRA Rule 5110.

Founder shares conversion and anti-dilution rights		The shares of Class B common stock will automatically convert into shares of our Class A common stock at the closing of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering (excluding the sale of the private units and issuance of representative shares, and assuming our founders do not purchase public shares in this offering), plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor, officers or directors upon conversion of working capital loans (including extension notes); provided that such conversion of founder shares will never occur on a less than one for one basis.

Voting		Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Each share of common stock will have one vote on all such matters. However, the holders of the founder shares have the right to elect and remove, with or without cause, all of our directors prior to our initial business combination.

Private units		Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 434,250 (or 478,875 if the over-allotment option is exercised in full) units, or the “private units”, at $10.00 per unit (approximately $4,342,500 in the aggregate or approximately $4,788,750 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. US Tiger has also committed to purchase from us 20,000 private units for a total purchase price of $200,000 at the closing of this offering. Each private unit consists of one share of Class A common stock, and one warrant. The private units are identical to the units sold in this offering. However, the holder of the private units will be entitled to registration rights. In addition, the private units and the underlying securities may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination. A portion of the purchase price of the private units will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $86,275,000 (or $99,216,250 if the underwriters exercise their over-allotment option in full) will be held in the trust account.

Transfer restrictions on private units		The private units and the underlying securities will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares, Private Units and Representative Shares”).

Anticipated expenses and funding sources	Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon an assumed interest rate of 0.05%, we expect the trust account to generate approximately $43,137.5 of interest annually.
	Unless and until we complete our initial business combination, we may pay our expenses only from:

	●	the net proceeds of this offering and the sale of the private units not held in the trust account, which will be approximately $700,000 in working capital after the payment of approximately $867,500 in expenses (excluding underwriting commissions) relating to this offering; and

	●	any loans or additional investments from our founders or their affiliates, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination.

Conditions to completing our initial business combination		There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding deferred underwriting commissions and interest income earned on the trust account that is released for working capital purposes or to pay taxes) at the time of the agreement to enter into the initial business combination.

		If our board is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

		If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our certificate of incorporation:

		● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and

		● file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies.

		Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our initial stockholders will terminate any plan established in accordance with Rule 10b5-1 under the Exchange Act to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

		In the event that we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

		If, however, shareholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other legal reasons, we will:

		● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

		● file proxy materials with the SEC.

		If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and have agreed to vote their founder shares, private shares, representative shares, and any public shares purchased during or after this offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our founder shares, private shares and representative shares, we would need 2,930,376, or 34.48%, of the 8,500,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised).

		We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorums and voting thresholds, and the voting agreements of our initial stockholders may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether they vote, do not vote or abstain, and if they do vote, irrespective of whether they vote for or against the proposed transaction, and irrespective of whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

		We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares.

		Our certificate of incorporation provides that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.

Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold shareholder vote		Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our business combination.

		The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

Limited payments to insiders		There will be no finder’s fees, reimbursements or cash payments made to our founders or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination. In addition, the following payments will be made to our founders or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

		● Repayment of an aggregate of up to $500,000 in loans made to us by our sponsor;

		● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

		● Repayment of loans which may be made by our founders or an affiliate of our founders to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $3,000,000 of such loans may be convertible into working capital units, at a price of $10.00 per unit at the option of the lender. The working capital units would be identical to the private units sold in the private placement.

		Our audit committee will review on a quarterly basis all payments that were made to our founders or their affiliates.

Audit Committee		We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled “Management — Committees of the Board of Directors — Audit Committee.”

		Our sponsor has committed to transfer approximately 120,350 founder shares (or up to 141,000 founder shares if our underwriters exercise the over-allotment option) to Mr. Xuedong (Tony) Tian, our Chief Executive Officer, prior to the offering. Mr. Tian is also the Managing Director and Head of Capital Markets of US Tiger. Additionally, we have agreed to issue US Tiger 60,000 representative shares upon the closing of this offering. We may utilize Mr. Tian’s affiliation with US Tiger during our search for suitable targets, if that occurs, we may engage US Tiger to act as our advisor in connection with the marketing of our business combination and pay to US Tiger a fee for such services upon consummation of our initial business combination. US Tiger is also affiliated or associated with Tradeup INC., a founder of TradeUP Acquisition, listed on Nasdaq. If we engage US Tiger to assist with marketing of our business combination, we may compete with TradeUP Acquisition for business opportunities, and certain members of management who presently has, and any of them in the future may have, additional fiduciary, contractual or other obligations to Fortune Rise, US Tiger, TradeUP Acquisition or to clients of US Tiger, or other affiliates of our sponsor pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary, contractual or other obligations, including Fortune Rise, TradeUP Acquisition and other special purpose acquisition companies, he or she will honor his or her fiduciary, contractual or other obligations to present such opportunity to such entity and only present it to us if such entity rejects the opportunity and he or she determines to present the opportunity to us (including as described above). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

		The 60,000 representative shares and 20,000 private units have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110 from the commencement of sales of the offering. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the public offering, except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons and affiliates provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. We have granted the holders of founder shares the registration rights, subject to compliance with FINRA Rule 5110 as described under the section “Securities Eligible for Future Sale — Registration and Stockholder Rights.” US Tiger may not exercise its demand or “piggyback” registration rights after five and seven years, respectively, after the commencement of sales of this offering and may not exercise its demand rights on more than one occasion. We will bear the costs and expenses incurred in connection with filing any such registration statements.

	●	Our officers and directors may allocate their time to other businesses and may become officers or directors of any other special purpose acquisition companies, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present potential target to us instead of to our competitors. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

	●	Our founders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

	February 2, 2022
	Actual			As Adjusted
Balance Sheet Data:
Working capital (deficiency)⁽¹⁾	$	(551	)	$	724,449
Total assets⁽²⁾	$	25,000		$	86,999,449
Total liabilities⁽³⁾	$	551		$	2,975,000
Value of common stock subject to possible conversion/tender⁽⁴⁾	$	-		$	86,275,000
Stockholders’ equity⁽⁵⁾	$	24,449		$	(2,250,551	)

	Without Over- Allotment Option			Over- Allotment Option Fully Exercised
Gross proceeds
Gross proceeds from units offered to public⁽¹⁾	$	85,000,000		$	97,750,000
Gross proceeds from private units offered in the private placement		4,542,500			4,988,750
Total gross proceeds	$	89,542,500		$	102,738,750

*Offering expenses⁽²⁾*
Underwriting commissions (2% of gross proceeds from units offered to public)	$	1,700,000		$	1,955,000
Legal fees and expenses		250,000			250,000
Accounting fees and expenses		80,000			80,000
SEC/FINRA Expenses		24,371			24,371
Nasdaq listing and filing fees		85,000			85,000
Director and Officer liability insurance premiums		250,000			250,000
Printing and engraving expenses		40,000			40,000
Miscellaneous		138,129			138,129
Total offering expenses (excluding underwriting commissions)	$	867,500		$	867,500
Proceeds after offering expenses	$	86,975,000		$	99,916,250
Held in trust account⁽³⁾	$	86,275,000		$	99,216,250
% of public offering size		101.5	%		101.5	%
Not held in trust account	$	700,000		$	700,000

	Amount		% of Total
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination⁽⁵⁾	$	400,000		57.1	%
Legal and accounting fees related to regulatory reporting obligations		100,000		14.3	%
Nasdaq continuing listing fees		50,000		7.1	%
Working capital to cover miscellaneous expenses		150,000		21.4	%
Total	$	700,000		100.0	%

	Without Over- Allotment			With Over- Allotment
Public offering price	$	9.09		$	9.09
Net tangible book deficit before this offering		(0.00	)		(0.00	)
Decrease attributable to public stockholders		(0.64	)		(0.67	)
Pro forma net tangible book value after this offering and the sale of the private shares		(0.64	)		(0.67	)
Dilution to public stockholders	$	9.73		$	9.76
Percentage of dilution to public stockholders		107.04	%		107.37	%

	Shares Purchased					Total Consideration					Average Price
	Number		Percentage			Amount		Percentage			Per Share
Founders⁽¹⁾		2,125,000		17.66	%		25,000		0.03	%	$	0.01
Private units		499,675		4.15	%		4,542,000		5.07	%		10.00
Public Stockholders		9,350,000		77.69	%		85,000,000		94.9	%	$	10.00
Representative Shares		60,000		0.50	%		-		-
		12,034,675		100	%		89,567,500		100	%

	Without Over- allotment			With Over- allotment
Numerator:
Net tangible book deficit before this offering	$	(551	)	$	(551	)
Net proceeds from this offering and sale of the private shares		86,975,000			99,916,250
Plus: Offering costs paid in advance, excluded from tangible book value		25,000			25,000
Less: Deferred Underwriting Commissions		(2,975,000	)		(3,421,250	)
Less: Proceeds held in trust subject to redemption		(86,275,000	)		(99,216,250	)
	$	(2,250,551	)	$	(2,696,801	)
Denominator:
Class B common stock outstanding prior to this offering		2,443,750			2,443,750
Class B common stock forfeited if over-allotment is not exercised		(318,750	)		—
Class A common stock included in the units offered in this offering		8,500,000			9,775,000
Class A common stock underlying the rights to be included in the public units		850,000			977,500
Class A common stock included in the private shares sold		454,250			498,875
Class A common stock underlying the rights to be included in the private units		45,425			49,888
Class A common stock included in the issuance of representative shares		60,000			60,000
Less: Shares subject to possible conversion		(8,500,000	)		(9,775,000	)
		3,534,675			4,030,013

	As of February 2, 2022
	Actual			As Adjusted⁽¹⁾
Promissory note to related party⁽²⁾	$	—		$	—
Deferred Underwriting Commissions		—			2,975,000

Class A common stock, $0.0001 par value, 0 shares actual and 8,500,000 shares subject to redemption⁽³⁾		—			86,275,000
Preferred stock, $0.0001 par value, 500,000 shares authorized; none issued and outstanding, actual and as adjusted		—			—
Class A common stock, $0.0001 par value, 25,000,000 shares authorized; 0 and 514,250 issued and outstanding (excludes up to 0 and 8,500,000 shares subject to forfeiture), actual and as adjusted, respectively⁽⁴⁾		—			51
Class B common stock, $0.0001 par value; 4,500,000 shares authorized; 2,443,750 and 2,125,000 shares issued and outstanding		244			212
Additional paid-in capital		24,756			—
Accumulated deficit		(551	)		(2,250,814	)
Total stockholders’ equity (deficit)	$	24,449		$	(2,250,551	)
Total capitalization	$	24,449		$	86,999,449

Type of Transaction		Whether Shareholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes