Thunder Power Holdings Limited signed a non-binding letter of intent to acquire Feutune Light Acquisition Corporation (NasdaqGM:FLFV) from Walleye Capital LLC, US Tiger Securities, Inc., Feutune Light Sponsor LLC and others for approximately $430 million in a reverse merger transaction on August 28, 2023. Thunder Power Holdings Limited entered into a definitive business combination agreement to acquire Feutune Light Acquisition Corporation from Walleye Capital LLC, US Tiger Securities, Inc., Feutune Light Sponsor LLC and others in a reverse merger transaction on October 26, 2023. Under the terms of the business combination agreement, at the effective time of the Merger, shareholders of Thunder Power immediately prior to the effective time will be canceled and automatically converted into the right to receive closing merger consideration shares of 40,000,000 shares of common stock of FLFV. In addition, 20,000,000 shares of common stock of Feutune Light are to be set aside in escrow as earnout shares at the closing of the transaction, subject to the vesting schedule set forth in the business combination agreement. The earnout shares are to be vested and released to shareholders of Thunder Power, contingent on the satisfaction of certain performance conditions during the fiscal years ending December 31, 2023 to December 31, 2026. Thunder Power's existing shareholders will hold approximately 79.0% of the outstanding shares of the combined entity. Thunder Power Holdings Limited will go public as a result of transaction. In case of termination of merger agreement, FLFV will pay to Thunder Power a termination fee of $500,000 within 5 business days of the termination and Thunder Power will pay to FLFV a termination fee equal to $500,000 within 5 business days of the termination. On April 5, 2024, parties entered into amendment to the merger agreement to modify the composition of PubCo?s board of directors upon closing of the transaction. Pursuant to the amendment, upon closing, the PubCo?s board of directors shall consist of five directors, among which three directors shall be nominated by Thunder Power, one director shall be nominated by FLFV, and one director shall be mutually nominated by Thunder Power and FLFV.

The transaction is subject to approval by Feutune Light?s stockholders, Thunder Power obtaining the requisite Thunder Power shareholder vote, registration statement on Form S-4, of which the proxy statement/prospectus forms a part, being declared effective by the SEC, FLFV?s initial listing applications as a foreign private issuer having been conditionally approved by Nasdaq and the shares of common stock of PubCo to be issued in connection with the transactions having been approved for listing by Nasdaq, all relevant regulatory approvals having been obtained, all required filings under the HSR Act and other applicable anti-trust laws having been completed and any applicable waiting period having expired or otherwise terminated, the FLFV parties shall have received a copy of each of the additional agreements to which Thunder Power is a party including Support agreement Lock-up agreement, Personnel agreements, Non-Compete agreements, Voting agreement and available closing cash will be no less than $5,000,000. The transaction has been unanimously approved by the Board of Directors of Thunder Power and the Board of Directors of FLFV. FLFV Board recommended that the stockholders of FLFV approve the agreement. As of June 17, 2024, Feutune Light's shareholders approved the transaction. In connection with the execution of the merger agreement, certain stockholders of Thunder Power and FLFV have entered into support agreements to vote all the shares in favor of approving the merger agreement. The transaction is expected to close in 2024. As of January 19, 2024, in order to extend the date by which FLFV must complete its initial business combination from January 21, 2024 to February 21, 2024, an aggregate of $100,000 has been deposited into FLFV?s trust account. As on April 18, 2024, the date by which FLFV must complete its initial business combination is extended from April 21, 2024 to May 21, 2024. As of May 22, 2024, the expected closing date is extended from May 21, 2024 to June 21, 2024. Upon completion of the Transaction, Thunder Power expects to have up to $53 million in cash on its balance sheet (assuming no redemptions by Feutune Light?s stockholders and before payment of transaction expenses and deferred underwriting fees), including existing cash brought over from Thunder Power?s balance sheet, any capital raised, and expected cash proceeds from FLFV?s trust account, which is expected to be used to support Thunder Power?s R&D enhancements, establishing the supply chain structure, and the go-to-market strategy for manufacturing the Limited Edition Coupe and the City Car in 2025. The registration statement declared effective on Form S-4 on May 15, 2024.

CHFT Advisory and Appraisal Limited acted as financial advisor and provided fairness opinion to FLFV Board. FLFV engaged King Kee Appraisal and Advisory Limited to assess whether the consideration of the Business Combination set forth in the Thunder Power Term Sheet is fair from the financial point of view. Andrew J. Sherman, Karen P. Ramdhanie, Rodger D. Moss, Jr., Nicole Bouchard, Blair M. Rinne and Ivan Chaykovskiy of Brown Rudnick LLP is representing Thunder Power as U.S. legal counsel. Arila E. Zhou and Ze?-ev D. Eiger of Robinson & Cole LLP is representing FLFV as U.S. legal counsel and due diligence provider. FLFV engaged Messina Madrid Law PA as its U.S. tax counsel and Ogier as its British Virgin Islands counsel in connection with the merger agreement. FLFV engaged UHY LLP to conduct financial due diligence on Thunder Power. ARC Group Limited is acting as sole financial advisor to Thunder Power. US Tiger Securities, Inc. is acting as financial advisor to FLFV. Continental Stock Transfer & Trust Company acted as transfer agent and Advantage Proxy, Inc. as proxy solicitor to FLFV. As compensation for CHFT?s services in connection with the rendering of the fairness opinion to the Board, FLFV agreed to pay CHFT a fee of $120,000. ARC Group Limited is entitled to 3% of the total transactional value awarded in shares. Raymond Ng of Harneys acted as British Virgin Islands legal counsel to Thunder Power Holdings Limited.

Thunder Power Holdings Limited completed the acquisition of Feutune Light Acquisition Corporation (NasdaqGM:FLFV) from Walleye Capital LLC, US Tiger Securities, Inc., Feutune Light Sponsor LLC and others in a reverse merger transaction on June 21, 2024.