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