AIEV Thunder Power Holdings Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 21, 2024

 

 

Thunder Power Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-41424		87-4620515
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

221 W 9th St #848

Wilmington, Delaware 19801

(Address of principal executive offices, including zip code)

 

(909) 214-2482

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2 below):

 

☐

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		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AIEV		The Nasdaq Global Market

 

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. ☐

 

 

 

Explanatory Note

 

 

 

Item 2.01 Completion of Acquisition of Disposition of Assets.

 

Risk Factors

 

The risks associated with the Company’s business are described in the Final Proxy Statement/Prospectus in the section titled “Risk Factors” and are incorporated herein by reference.

 

Additional Risk Factors

 

Investing in our Common Stock is highly speculative and involves risks. You should carefully consider the additional risk factors below as well as the risk factors described under the heading “Risk Factors” in our Final Proxy Statement/Prospectus and any updates to those risk factors or new risk factors contained in our subsequent Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and any registration statements that we file with the SEC. We expect to update these Risk Factors from time to time in the periodic and current reports that we file with the SEC after the date of this Form 8-K/A.

 

Mr. Wellen Sham (a/k/a “Wei Shen”), and the entities with which he is affiliated, has voting and dispositive power over a majority of our voting stock. Accordingly, Mr. Sham has the ability to direct the voting of a majority of our voting stock, and Mr. Sham’s interests may conflict with those of our other stockholders.

 

As of June 21, 2024, Mr. Sham, together with Gen A Holdings LLC, Gen M Holdings LLC, Gen J Holdings, LLC, Old Gen Holdings LLC, and Electric Power Technology Ltd (together, the “Wellen Sham Control Parties”), controlled approximately 74.65% of our total voting power. As a result, the Wellen Sham Control Parties are able to control matters requiring stockholder approval, including the election of directors, changes to our organizational documents and significant corporate transactions. This concentration of ownership makes it unlikely that any other holder or group of holders of our Common Stock will be able to affect the way we are managed or the direction of our business. The interests of the Wellen Sham Control Parties with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders.

 

The existence of significant stockholders, such as the Wellen Sham Control Parties, may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of the Company’s other stockholders to approve transactions that they may deem to be in the best interests of the Company. Moreover, the Wellen Sham Control Parties’ concentration of stock ownership may adversely affect the trading price of our Common Stock to the extent investors perceive a disadvantage in owning stock of a company with significant stockholders.

 

We are a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for, but do not intend to rely on exemptions from certain corporate governance requirements.

 

Because the Wellen Sham Control Parties beneficially own approximately 34,249,740 shares of our Common Stock, representing approximately 74.65% of the voting power of the Company as of June 21, 2024, we are a controlled company under Sarbanes-Oxley Act of 2002 and rules of Nasdaq. Additionally, the Wellen Sham Control Parties are currently, and we expect that they will continue to be, deemed a group for purposes of certain rules and regulations of the SEC as a result of Mr. Sham’s voting and dispositive power over the shares of Common Stock owned by the Wellen Sham Control Parties. Under the Nasdaq rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that:

 

	●	a majority of the board of directors consist of independent directors as defined under the rules of Nasdaq;

	●	the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

●

the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

 

These requirements will not apply to us as long as we remain a controlled company; however, currently we do not intend to utilize some or all of these exemptions.

 

 

The Wellen Sham Control Parties may be involved in other business activities that may involve conflicts of interest with our business.

 

The Wellen Sham Control Parties may, from time to time, be involved in, without limitation, the management of other businesses, including those controlled by Mr. Sham and his affiliates. Subject to certain non-disclosure, non-competition and non-solicitation agreements that we entered into on June 21, 2024 with Gen J Holdings LLC and Electric Power Technology Ltd, conflicts may arise in the future between our interests and the interests of the other entities and businesses in which the Wellen Sham Control Parties are involved.

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth information regarding the beneficial ownership of shares of the common stock of the Company upon the Closing of the Business Combination by:

 

●

each person who is known to be the beneficial owner of more than 5% of the outstanding shares of Thunder Power Common Stock;

 

●

each of the Company’s officers and directors; and

 

●

all officers and directors of the Company, as a group.

 

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

 

Name and Address of Beneficial Owner(1)		Number of Shares				Percent(2)
Directors and Executive Officers
Christopher Nicoll			—				—
Coleman Bradley			26,964				*
Mingchih Chen			30,000				*
Thomas Hollihan			30,000				*
Kevin Vassily			50,000				*
Yuanmei Ma			117,030				*
All directors and officers as a group (6 individuals)			253,994				*
Five Percent Holders
Wellen Sham(3)			34,249,740				74.65	%
Lu Cai-Ni			2,396,821				5.2	%
Feutune Light Sponsor LLC(4)			2,831,122				6.2	%

 

Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock of the Company beneficially owned by them.

 

*

Less than one percent.

 

(1)

Unless otherwise indicated, the business address of each of the following entities or individuals is 221 W 9th St #848, Wilmington, DE 19801.

 

(2)

Based on 45,880,057 shares of the Company outstanding as of June 21, 2024.

 

 

(3)

Represents:

 

(a)

4,129,066 shares of Common Stock held of record by Gen A Holdings LLC, a Delaware limited liability company, of which the AS Family Trust is the sole member, and Annette Sham (daughter of Mr. Wellen Sham and Ling Houng Sham) is the beneficiary of the AS Family Trust. Mr. Sham is the investment trust advisor for the AS Family Trust and in such capacity has the voting and dispositive power over the shares of Common Stock owned by such trust. Accordingly, Mr. Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly by Gen A Holdings LLC. The principal place of business of Gen A Holdings LLC is 108 W 13th St, Ste. 100, Wilmington DE 19801.

 

(b)

4,129,066 shares of Common Stock held of record by Gen M Holdings LLC, a Delaware limited liability company, of which the MS Family Trust is the sole member, and Marina Mae Sham (daughter of Mr. Sham and Ling Houng Sham) is the beneficiary of the MS Family Trust. Mr. Sham is the investment trust advisor for the MS Family Trust and in such capacity has the voting and dispositive power over the shares of Common Stock owned by such trust. Accordingly, Mr. Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly by Gen M Holdings LLC. The principal place of business of Gen M Holdings LLC is 108 W 13th St, Ste. 100, Wilmington DE 19801.

 

(c)

8,258,133 shares of Common Stock held of record by Gen J Holdings LLC, a Delaware limited liability company, of which the JS Family Trust is the sole member, and Julian Coleman Sham (son of Mr. Sham and Ling Houng Sham) is the beneficiary of the JS Family Trust. Mr. Sham is the investment trust advisor for the JS Family Trust and in such capacity has the voting and dispositive power over the shares of Common Stock owned by such trust. Accordingly, Mr. Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly by Gen J Holdings LLC. The principal place of business of Gen J Holdings LLC is 108 W 13th St, Ste. 100, Wilmington DE 19801.

 

(d)

10,834,898 shares of Common Stock held of record by Electric Power Technology Ltd, a Taiwanese public company listed in Taiwan (Taiwan List Co. 4529), of which Mr. Sham is a chairperson. Mr. Sham and Ling Houng Sham have a 19.36% interest in the ordinary shares of Electric Power Technology Ltd, and companies with which Mr. Sham is affiliated with have a 20.31% interest in the ordinary shares of Electric Power Technology Ltd. Accordingly, Mr. Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly by Electric Power Technology Ltd. Mr. Sham and Ling Houng Sham disclaim beneficial ownership of the shares held of record by Electric Power Technology Ltd. The principal business address of Electric Power Technology Ltd is 4F, No. 632 Guangfu South Road, Da’an District, Taipei Taiwan.

 

(e)

4,129,066 shares of Common Stock held of record by Old Gen Holdings LLC, a Delaware limited liability company, of which the WS Family Trust is the sole member, and Mr. Sham is the primary beneficiary of the WS Family Trust (and his children, Annette Sham, Marina Mae Sham, and Julian Coleman Sham, as the secondary beneficiaries). Mr. Sham is the investment trust advisor to the WS Family Trust and in such capacity has the voting and dispositive power over the shares of Common Stock owned by such trust. Accordingly, Mr. Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly by Old Gen Holdings LLC. The principal place of business of Old Gen Holdings LLC is 108 W 13th St, Ste. 100, Wilmington DE 19801.

 

(f)

585,624 shares of Common Stock held of record by Ling Houng Sham, wife of Mr. Sham.

 

(g)

2,183,887 shares of Common Stock held of record by Mr. Wellen Sham, former Chief Executive Officer of TPHL prior to consummation of the Business Combination.

 

(4)

Shares directly held by Feutune Light Sponsor LLC, the sponsor of FLFV’s initial public offering. Sau Fong Yeung is the sole manager of the Sponsor, and as such she may be deemed to have sole voting and investment discretion with respect to the shares of Thunder Power Common Stock held by the Sponsor.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(b) Pro forma financial information

 

The unaudited pro forma condensed combined financial statements of FLFV and TPHL as of March 31, 2024 and for the twelve months ended December 31, 2023 and the three months ended March 31, 2024 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

  

(d) Exhibits.

 

Exhibit		Description
99.1		Unaudited financial statements of Thunder Power Holdings Limited for the three months ended March 31, 2024 and 2023 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 27, 2024).
99.2		Unaudited pro forma condensed combined financial information of the Company for the three months ended March 31, 2024 and the year ended December 31, 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.

 

	Thunder Power Holdings, Inc.
Dated: August 6, 2024
	By:	/s/ Yuanmei Ma
		Chief Financial Officer

 

 

6

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Thunder Power Holdings, Inc. (f/k/a Feutune Light Acquisition Corporation) (the “Combined Company”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the business combination between Feutune Light Acquisition Corporation (“FLFV”) and Thunder Power Holdings Limited (“Thunder Power”), which was consummated on June 21, 2024.

 

The unaudited pro forma condensed combined financial statements are based on the FLFV historical financial statements and Thunder Power historical financial statements as adjusted to give pro forma effect to the events that are related and/or directly attributable to the business combination (the “Transactions”), are factually supportable and, with respect to the pro forma statements of operations, are expected to have a continuing impact on the results of the post-combination company. The unaudited pro forma condensed combined balance sheet gives pro forma effect to the Transactions as if they had been consummated on March 31, 2024. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 and for the year ended December 31, 2023 gives effect to the Transactions as if they had occurred on January 1, 2023, the beginning of the earliest period presented.

 

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaced the previous pro forma adjustment criteria with simplified requirements to depict the accounting for the Transactions (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Management has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an understanding of the combined company reflecting the Transactions.

 

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.

 

The unaudited pro forma condensed combined balance sheet as of March 31, 2024 has been prepared using, and should be read in conjunction with, the following:

 

●

FLFV’s unaudited consolidated balance sheet as of March 31, 2024 and the related notes included elsewhere in the Company’s Quarterly Report on Form 10-Q filed on May 15, 2024; and

 

●

Thunder Power’s unaudited condensed consolidated balance sheet as of March 31, 2024 and the related notes included in Exhibit 99.1 to the Current Report on Form 8-K filed on June 27, 2024.

 

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 has been prepared using, and should be read in conjunction with, the following:

 

●

FLFV’s unaudited consolidated statement of operations for the three months ended March 31, 2024 and the related notes included elsewhere in the Company’s Quarterly Report on Form 10-Q filed on May 15, 2024; and

 

 

●

Thunder Power’s unaudited condensed consolidated statements of operations for the three months ended March 31, 2024 and the related notes included in Exhibit 99.1 to the Current Report on Form 8-K filed on June 27, 2024.

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 has been prepared using, and should be read in conjunction with, the following:

 

●

FLFV’s audited consolidated statement of operations for the year ended December 31, 2023 and the related notes included elsewhere in the Company’s Annual Report on Form 10-K filed on March 6, 2024; and

 

●

Thunder Power’s audited consolidated statements of operations for the year ended December 31, 2023 and the related notes included elsewhere in the Company’s registration statement on Form S-4/A filed on May 2, 2024.

 

Description of the Business Combination

 

On June 21, 2024, FLFV and its wholly-owned subsidiary, Feutune Light Merger Sub Inc. (“FLFV Merger Sub”) consummated the previously announced Business Combination (such consummation, the “Closing”) pursuant to the terms of the Business Combination Agreement, by and among FLFV, FLFV Merger Sub, and Thunder Power (the “Business Combination Agreement”). Pursuant to the terms of the Business Combination Agreement, Thunder Power merged with and into FLFV Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of FLFV (the “Business Combination”) and FLFV changed its name to Thunder Power Holdings, Inc. which continued as the surviving public corporation.

 

In accordance with the terms and subject to the conditions of the Business Combination Agreement:

 

·

at the Effective Time (as defined in the Business Combination Agreement), each share of Thunder Power’s issued and outstanding ordinary shares, par value $0.0001 per share, will be canceled and automatically converted into (i) the right to receive, without interest, the applicable portion of the Closing Merger Consideration Shares (as defined herein) as set forth in the Closing Consideration Spreadsheet (as defined in the Business Combination Agreement) and (ii) the contingent right to receive the applicable portion of the Earnout Shares (as defined herein), if, as and when payable in accordance with the earnout provisions described below. For avoidance of any doubt, each shareholder of Thunder Power immediately prior to the effective time (the “Thunder Power Shareholder”) will cease to have any rights with respect to such Thunder Power Shareholder’s Company Ordinary Shares (as defined in the Business Combination Agreement), except the right to receive the Closing Per Share Merger Consideration (as defined in the Business Combination Agreement) and the Earnout Shares. “Closing Merger Consideration Shares” means 40,000,000 shares of common stock of the Combined Company, which are equal or equivalent in value to the sum of $400,000,000 divided by $10.00 per share. “Earnout Shares” means 20,000,000 shares of common stock of PubCo, which are equal or equivalent in value to the sum of $200,000,000 divided by $10.00 per share, subject to the vesting schedule set forth in the Business Combination Agreement.

 

·

Pursuant to the Business Combination Agreement, at the Effective Time, an aggregate of 20,000,000 shares of common stock of PubCo issued to the Thunder Power Shareholders (the “Earnout Shares”) will be deposited with an escrow agent in a segregated escrow account pursuant to an escrow agreement effective as of the Effective Time and will be released from the Earnout Escrow Account and delivered to the Thunder Power Shareholders after the Closing as follows:

 

(a)

an aggregate of 5,000,000 Earnout Shares will be vested, if and only if, on the occurrence that the amount of sales/revenues of PubCo for any of the fiscal years (such fiscal year is referred as “Tranche 1 Fiscal Year”) ending from December 31, 2023 to December 31, 2025 is no less than $42,200,000 as evidenced by the audited financial statements of PubCo prepared in accordance with U.S. GAAP for the Tranche 1 Fiscal Year that is contained in an annual report on Form 10-K filed by PubCo with the SEC.

 

 

(b)

an aggregate of 15,000,000 Earnout Shares will be vested, if and only if, on the occurrence that the amount of sales/revenues of PubCo for any of the fiscal years (such fiscal year is referred as “Tranche 2 Fiscal Year”) ending from December 31, 2023 to December 31, 2026 is no less than $415,000,000 as evidenced by the audited financial statements of PubCo prepared in accordance with U.S. GAAP for the Tranche 2 Fiscal Year that is contained in an annual report on Form 10-K filed by PubCo with the SEC.

 

Accounting for the Business Combination

 

The Business Combination accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting, FLFV will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, Thunder Power’s stockholders are expected to have a majority of the voting power of the Combined Company, Thunder Power comprised all of the ongoing operations of the Combined Company, Thunder Power comprised a majority of the governing body of the Combined Company. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Thunder Power issuing shares for the net assets of FLFV, accompanied by a recapitalization. The net assets of FLFV is stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are the historical operations of Thunder Power.

 

Basis of Pro Forma Presentation

 

The unaudited pro forma combined financial information included in this Exhibit has been prepared using actual redemption of FLFV’s common stock.

 

We are providing this information to aid you in your analysis of the financial aspects of the Business Combination. The unaudited pro forma condensed combined financial statements described above and the assumption and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements should be read in conjunction with FLFV’s historical financial statements, Thunder Power’s historical financial statements, and the related notes thereto. The pro forma adjustments are preliminary, and the unaudited pro forma information have been presented for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that may have actually occurred had the Business Combination taken place on the dates noted, or of the Combined Company’s future financial position or operating results. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of the Combined Company following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2024

 

										Actual Redemptions
		(1)				(2)				Transaction
		FLFV				Thunder Power				Accounting								Pro Forma
		(Historical)				(Historical)				Adjustments				Note				Combined
Assets:
Current assets:
Cash and cash equivalents		$	35,622			$	28,466			$	14,444,950				(B)			$	33,274
											(500,000	)			(C)
											(603,004	)			(E)
											(211,296	)			(F)
											433,500				(G)
											(330,000	)			(M)
											(13,264,964	)			(N)
Forward purchase receivables			-				-				13,264,964				(N)				13,264,964
Deferred offering costs			-				429,750				(429,750	)			(F)				-
Prepaid expenses and other current assets			7,500				879,698				(560,000	)			(L)				327,198
Total current assets			43,122				1,337,914				12,244,400								13,625,436
Property and equipment, net			-				1,377				-								1,377
Right of use assets			-				24,675				-								24,675
Cash and Marketable securities held in Trust Account			55,000,411				-				593,659				(A)				-
											(55,594,070	)			(B)
Total Assets		$	55,043,533			$	1,363,966			$	(42,756,011	)						$	13,651,488
Liabilities, Temporary Equity, and Stockholders’ Equity (Deficit)
Current liabilities:
Due to related parties		$	-			$	71,326			$	-							$	71,326
Accrued expenses and other current liabilities			259,285				91,855				(111,518	)			(E)				663,980
			-				-				374,358				(F)				-
											50,000				(M)
Franchise tax payable			16,935				-				-								16,935
Income tax payable			215,804				-				-								215,804
Excise tax payable			762,852				-				-								762,852
Lease liabilities			-				23,525				-								23,525
Amount due to redeeming shareholders			26,060,074				-				(26,060,074	)			(B)				-
Loan from shareholders			2,762,500				400,000				10,000				(F)				560,000
											(2,202,500	)			(G)
											150,000				(M)
											(560,000	)			(L)
Total current liabilities			30,077,450				586,706				(28,349,734	)							2,314,422
Deferred underwriters’ discount			3,421,250				-				(500,000	)			(C)				2,921,250
Total Liabilities			33,498,700				586,706				(28,849,734	)							5,235,672
Commitments and Contingencies
Class A common stock subject to possible redemption			28,707,598				-				593,659				(A)				-
											(29,301,257	)			(B)
Stockholders’ Equity (Deficit):
Preferred stock			-				-				-								-
Common stock							30,217				125				(B)				4,707
											406				(D)
											26				(G)
											(26,217	)			(H)
											9				(I)
											141				(J)
Class A common stock			56				-				(56	)			(D)				-
Class B common stock			244				-				(244	)			(D)				-
Additional paid-in capital			-				35,390,981				14,212,086				(B)				58,184,295
											(7,163,171	)			(D)
											(491,486	)			(E)
											(1,025,404	)			(F)
											2,635,974				(G)
											26,217				(H)
											899,991				(I)
											14,121,395				(J)
											107,712				(K)
											(530,000	)			(M)
Accumulated deficit			(7,163,065	)			(34,643,938	)			7,163,065				(D)				(49,773,186	)
											(900,000	)			(I)
											(14,121,536	)			(J)
											(107,712	)			(K)
Total Stockholders’ Equity (Deficit)			(7,162,765	)			777,260				14,801,321								8,415,816
Total Liabilities, Temporary Equity, and Stockholders’ Equity (Deficit)		$	55,043,533			$	1,363,966			$	(42,756,011	)						$	13,651,488

 

(1)	Derived from the balance sheet of Feutune Light Acquisition Corporation (“FLFV”) as of March 31, 2024. See FLFV’s financial statements and the related notes included elsewhere in the Company’s Quarterly Report on Form 10-Q filed on May 15, 2024.
(2)	Derived from the balance sheet of Thunder Power Holdings Limited (“Thunder Power”) as of March 31, 2024. See Thunder Power’s financial statements and the related notes included in Exhibit 99.1 to the Current Report on Form 8-K filed on June 27, 2024.

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2024

 

										Actual Redemptions
		(1)				(2)				Transaction
		FLFV				Thunder Power				Accounting								Pro Forma
		(Historical)				(Historical)				Adjustments				Note				Combined
Operating expenses:
General and administrative expenses		$	496,754			$	213,832			$	-							$	710,586
Franchise tax expenses			16,935				-				-								16,935
Total operating expenses			513,689				213,832				-								727,521
Loss from Operations			(513,689	)			(213,832	)			-								(727,521	)
Other income
Interest earned on investment held in Trust Account			700,936				-				(700,936	)			(AA)				-
Foreign currency exchange loss			-				(211	)			-								(211	)
Total other income			700,936				(211	)			(700,936	)							(211	)
Income (loss) before income taxes			187,247				(214,043	)			(700,936	)							(727,732	)
Provision for income taxes			205,782				-				(205,782	)			(AA)				-
Net loss		$	(18,535	)		$	(214,043	)		$	(495,154	)						$	(727,732	)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption			4,539,121								(4,539,121	)			(BB)				-
Basic and diluted net income per share, common stock subject to possible redemption		$	0.06															$	-
Basic and diluted weighted average shares outstanding, common stock attributable to FLFV			3,002,625								44,069,163				(BB)				47,071,788
Basic and diluted net loss per share, common stock attributable to FLFV		$	(0.10	)														$	(0.02	)
Basic and diluted weighted average of common stock outstanding							295,331,542
Basic and diluted loss per share per common stock						$	(0.001	)

 

(1)	Derived from the statement of operations of FLFV for the three months ended March 31, 2024.  See FLFV’s financial statements and the related notes included elsewhere in the Company’s Quarterly Report on Form 10-Q filed on May 15, 2024.
(2)	Derived from the statement of operations of Thunder Power for the three months ended March 31, 2024.  See Thunder Power’s financial statements and the related notes included in Exhibit 99.1 to the Current Report on Form 8-K filed on June 27, 2024.

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023 

 

										Actual Redemptions
		(1)				(2)				Transaction
		FLFV				Thunder Power				Accounting								Pro Forma
		(Historical)				(Historical)				Adjustments				Note				Combined
Operating expenses:
General and administrative expenses		$	1,167,531			$	1,815,071			$	491,486				(CC)			$	18,603,336
											900,000				(DD)
											14,121,536				(EE)
											107,712				(FF)
Franchise tax expenses			82,046				-				-								82,046
Total operating expenses			1,249,577				1,815,071				15,620,734								18,685,382
Loss from Operations			(1,249,577	)			(1,815,071	)			(15,620,734	)							(18,685,382	)
Other income
Interest earned on investment held in Trust Account			3,664,204				-				(3,664,204	)			(AA)				-
Foreign currency exchange loss			-				(573	)			-								(573	)
Total other income			3,664,204				(573	)			(3,664,204	)							(573	)
Loss before income taxes			2,414,627				(1,815,644	)			(19,284,938	)							(18,685,955	)
Provision for income taxes			1,077,692				-				(1,077,692	)			(AA)				-
Net income (loss)		$	1,336,935			$	(1,815,644	)		$	(18,207,246	)						$	(18,685,955	)
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption			7,240,883								(7,240,883	)			(BB)				-
Basic and diluted net income per share, common stock subject to possible redemption		$	0.30															$	-
Basic and diluted weighted average shares outstanding, common stock attributable to FLFV			3,002,625								44,069,163				(BB)				47,071,788
Basic and diluted net loss per share, common stock attributable to FLFV		$	(0.28	)														$	(0.40	)
Basic and diluted weighted average of common stock outstanding							271,577,292
Basic and diluted loss per share per common stock						$	(0.007	)

 

(1)	Derived from the statement of operations of FLFV for the year ended December 31, 2023.  See FLFV’s financial statements and the related notes included elsewhere in the Company’s Annual Report on Form 10-K filed on March 6, 2024.
(2)	Derived from the statement of operations of Thunder Power for the year ended December 31, 2023.  See Thunder Power’s financial statements and the related notes included elsewhere in the Company’s registration statement on Form S-4/A filed on May 2, 2024.

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Note 1 — Basis of Presentation

 

On June 21, 2024 (the “Closing Date”), FLFV consummated the previously announced Business Combination pursuant to the terms of the Business Combination Agreement, by and among FLFV, Merger Sub, and Thunder Power. Pursuant to the terms of the Business Combination Agreement, Thunder Power merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of FLFV (the “Business Combination”) and FLFV changed its name to Thunder Power Holdings, Inc. which continued as the surviving public corporation after the Closing.

 

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, FLFV was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Thunder Power issuing shares for the net assets of FLFV, accompanied by a recapitalization. The net assets of FLFV stated at historical cost, with no goodwill or other intangible assets recorded.

 

The unaudited pro forma condensed combined balance sheet as of March 31, 2024 gave pro forma effect to the Business Combination as if it had been consummated on March 31, 2024. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and for the year ended December 31, 2023 gave pro forma effect to the Business Combination as if it had been consummated on January 1, 2023, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations.

 

The unaudited pro forma condensed combined balance sheet as of March 31, 2024 had been prepared using FLFV’s unaudited consolidated balance sheet as of March 31, 2024 and Thunder Power’s unaudited consolidated balance sheet as of March 31, 2024. 

 

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 had been prepared using FLFV’s unaudited consolidated statement of operations for the three months ended March 31, 2024 and Thunder Power’s unaudited consolidated statements of operations for the three months ended March 31, 2024.

 

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 had been prepared using FLFV’s audited statement of operations for the year ended December 31, 2023 and Thunder Power’s audited statements of operations for the year ended December 31, 2023.

 

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company.

 

The unaudited pro forma combined financial information does not give effect to the 20,000,000 Earnout Shares as the earnout contingency has not been met at period end. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

 

Note 2 — Accounting Policies

 

Upon consummation of the Business Combination, management performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Combination Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

 

Note 3 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

 

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

 

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Thunder Power has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

 

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

 

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2024 are as follows:

 

(A)

Reflected the interest income earned from April 1, 2024 to June 28, 2024 in the trust account, which increase the redemption value of FLFV Class A common stock;

 

(B)

Reflected the reclassification of cash held in the Trust Account that became available for general use following the Business Combination, the payment of approximately $26.1 million subsequent to the date of the unaudited pro forma condensed combined balance in connection with redemption of 2,378,699 shares of Class A common stock at $10.96 per share in March 2024, and the redemption of the 1,355,132 shares for cash by FLFV stockholders, at a redemption price of $11.13 per share in June 2024;

 

 

(C)

Reflected the payments of $500,000 deferred underwriters’ discount that became due upon the consummation of the Business Combination;

 

(D)

Reflected the elimination of the historical accumulated deficit of FLFV, the accounting acquiree, into Thunder Power’s additional paid-in capital upon the consummation of the Business Combination; the reclassification of 558,875 FLFV Class A common stock into FLFV single class common stock; the automatically conversion of 2,443,750 founder shares of FLFV Class B common stock into FLFV common stock; and the issuance of 1,027,387 shares of FLFV common stock from the conversion of 10,273,875 rights upon consummation of a Business Combination;

 

(E)

Reflected the settlement of approximately $0.6 million of total FLFV’s estimated transaction costs related to the Business Combination, of which, 1) approximately $0.1 million of accrued transaction cost balance as of the date of the unaudited pro forma condensed combined balance sheet and 2) approximately $0.5 million of transaction costs incurred subsequent to the date of the unaudited pro forma condensed combined balance sheet and classified as an adjustment to Thunder Power’s additional paid-in-capital at the time of the consummation of the Business Combination;

 

(F)

Reflected the total of approximately $1.0 million of total Thunder Power’s estimated transaction costs were subsequently reclassified to additional paid-in capital at the time of the consummation of the Business Combination, of which, 1) approximately $0.4 million was paid and recognized as deferred offering costs as of the date of the unaudited pro forma condensed combined balance sheet, and (2) additional approximately $0.6 million in transaction costs were incurred as of the date of the consummation of the Business Combination, of which i) approximately $0.2 million were settled by cash, ii) $10,000 was settled through a loan from a shareholder and iii) approximately $0.4 million remained as accrued expenses at the time of the consummation of the Business Combination.

 

(G)

Reflected additional FLFV’s loan received from shareholders of approximately $0.4 million subsequent to the date of the unaudited pro forma condensed combined balance sheet, and conversion of FLFV’s loan from shareholders of approximately $2.6 million into equity at $10.0 per private unit at the time of the consummation of the Business Combination;

 

(H)

Reflected the recapitalization of Thunder Power through (a) the issuance of 40,000,000 shares of FLFV common stock with $0.0001 par value to Thunder Power’s stockholders and (b) the consideration of the issuance of 20,000,000 earnout shares of FLFV common stock, subjected to the vesting schedule set forth in the Business Combination Agreement, deemed to be as equity instruments in accordance with ASC 815;

 

(I)

Reflected the stock compensation expenses of approximately $0.9 million in connection with the issuance of 90,000 shares of FLFV common stock to the FLFV independent director at the time of the consummation of the Business Combination;

 

(J)

Reflected the stock compensation expenses of approximately $14.1 million in connection with the issuance of 1,412,154 shares of FLFV common stock to the Financial Advisor of Thunder Power at the time of the consummation of the Business Combination;

 

 

(K)

Reflected the stock compensation expenses of approximately $0.1 million in connection with the sale of FLFV founder shares to FLFV’s management and directors with vesting condition at the time of the consummation of the Business Combination;

 

(L)

Reflected the elimination of intercompany transactions between FLFV and Thunder Power;

 

(M)

Reflected the consulting expenses of approximately $0.5 million in connection with the merger from two Financial Advisors of Thunder Power, of which, 1) approximately $0.3 million was settled by cash, 2) approximately $0.2 million was settled through loan from shareholder, and 3) approximately $50,000 remained as accrued expenses at the time of the consummation of the Business Combination; and

 

(N)

Reflected the prepayment amount of approximately $13.3 million in connection with the forward purchase agreement with Meteora.

 

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

 

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 and for the year ended December 31, 2023 are as follows:

 

(AA)

Represented an adjustment to eliminate interest earned on investment held in Trust Account, net of income tax effect, as if the Business Combination had been consummated on January 1, 2023, the beginning of the earliest period presented;

 

(BB)

The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the Business Combination as if it had been consummated on January 1, 2023. In addition, as the Business Combination was being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumed that the shares have been outstanding for the entire period presented. Additionally, the weighted average shares outstanding excluded the additional consideration shares as these shares was not outstanding at the time of the consummation of the Business Combination;

 

(CC)

Reflected the approximately $0.5 million of FLFV’s transaction costs to be incurred subsequent to March 31, 2024. This is a non-recurring item;

 

(DD)

Reflected the stock compensation expenses of approximately $0.9 million in connection with the issuance of 90,000 shares of FLFV common stock to the FLFV independent director at the time of the consummation of the Business Combination. This adjustment was considered to be a one-time charge and was not expected to recur;

 

(EE)

Reflected the stock compensation expenses of approximately $14.1 million in connection with the issuance of 1,412,154 shares of FLFV common stock to the Financial Advisor of Thunder Power at the time of the consummation of the Business Combination. This adjustment was considered to be a one-time charge and was not expected to recur;

 

(FF)

Reflected the stock compensation expenses of approximately $0.1 million in connection with the sale of FLFV Founder Shares to FLFV’s management and directors with vesting condition at the time of the consummation of the Business Combination. This vesting adjustment was considered to be a one-time charge and was not expected to recur.

 

 

Note 4 — Loss per Share

 

Represented the loss per share calculated using the historical weighted average shares outstanding, and the change in number of shares in connection with the Business Combination, assuming the shares were outstanding since the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations. As the Business Combination and related transactions were being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented.

 

Basic and diluted loss per share was computed by dividing pro forma net loss by the weighted average number of the shares of FLFV Common Stock outstanding during the periods.

 

The unaudited pro forma condensed combined loss per share had been prepared for the three months ended March 31, 2024:

 

Pro forma net loss attributable to the stockholders		$	(727,732	)
Weighted average shares outstanding – basic and diluted			47,071,788
Pro forma loss per share – basic and diluted		$	(0.02	)
Weighted average shares calculation, basic and diluted
Common Stock
FLFV Public Stockholders			2,227,162
FLFV Initial Stockholders			3,282,472
Shares issued to the 3 FLFV Independent Director			90,000
Representative Shares			60,000
Thunder Power Shareholders			40,000,000
Thunder Power Financial Advisor Shares			1,412,154
Total weighted average shares outstanding			47,071,788

 

The unaudited pro forma condensed combined loss per share had been prepared assuming no redemptions and assuming maximum redemptions for the year ended December 31, 2023:

 

Pro forma net loss attributable to the stockholders		$	(18,685,955	)
Weighted average shares outstanding – basic and diluted			47,071,788
Pro forma loss per share – basic and diluted		$	(0.40	)
Weighted average shares calculation, basic and diluted
Common Stock
FLFV Public Stockholders			2,227,162
FLFV Initial Stockholders			3,282,472
Shares issued to the 3 FLFV Independent Director			90,000
Representative Shares			60,000
Thunder Power Shareholders			40,000,000
Thunder Power Financial Advisor Shares			1,412,154
Total weighted average shares outstanding			47,071,788

 

 

v3.24.2.u1

Cover	Jun. 21, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	On June 21, 2024, Thunder Power Holdings, Inc. (f/k/a Feutune Light Acquisition Corporation) (the “Company”) consummated its business combination (the “Business Combination”) with Thunder Power Holdings Limited (“TPHL”), pursuant to that certain Agreement and Plan of Merger, dated as of October 26, 2023, as amended, by and among Feutune Light Acquisition Corporation (“FLFV”), Feutune Light Merger Sub Inc. and TPHL. A Current Report on Form 8-K was filed with the U.S. Securities and Exchange Commission on June 27, 2024 (the “Original Form 8-K”), with respect to the Business Combination, reporting a number of matters and including Form 10 information. This Current Report on Form 8-K/A is being filed to (i) amend and replace in its entirety the section titled “Security Ownership of Certain Beneficial Owners and Management” under Item 2.01 in the Original Form 8-K and (ii) provide the pro forma financial information required under Item 9.01(b) of Form 8-K, which was excluded from the Original Form 8-K. This Current Report on Form 8-K/A continues to speak as of the date of the Original Form 8-K, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a later date.
Document Period End Date	Jun. 21, 2024
Entity File Number	001-41424
Entity Registrant Name	Thunder Power Holdings, Inc.
Entity Central Index Key	0001912582
Entity Tax Identification Number	87-4620515
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	221 W 9th St #848
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	909
Local Phone Number	214-2482
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AIEV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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