Thunder Power Holdings Enters Material Agreement, Reports Equity Sales

TL;DR

Thunder Power Holdings just signed a big deal and sold some stock. Watch this space.

AI Summary

Thunder Power Holdings, Inc. entered into a material definitive agreement on June 21, 2024, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities and provided a Regulation FD disclosure. This filing details significant financial and corporate actions taken by the company.

Why It Matters

This filing indicates potential new financial commitments and equity transactions for Thunder Power Holdings, which could impact its financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to financial obligations and dilution.

Key Players & Entities

• Thunder Power Holdings, Inc. (company) — Registrant
• June 21, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41424 (commission_file_number) — SEC File Number
• 87-4620515 (irs_number) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share AIEV Nasdaq Global Marke
• $3,00,000 — on of the maximum aggregate amount of US$3,00,000 of working capital and extension loans,
• $10.00 — capital and extension loans, if any, at $10.00 per unit, upon the consummation of the
• $12.50 — stock of the Company equals or exceeds $12.50 per share (as adjusted for share splits
• $3,000,000 — Capital Loans ") to the Company, up to $3,000,000 of which may be converted into working
• $2,636,000 — 24, the Sponsor had provided a total of $2,636,000 in Working Capital Loans and had electe
• $300,000 — ued (1) an unsecured promissory note of $300,000 (the " WCL Note I ") to Wellen Sham, to
• $70,000 — ny, (2) an unsecured promissory note of $70,000 (the " WCL Note II ") to Sam Yu, an ind

Filing Documents

• ea0208334-8k425_thunder.htm (8-K) — 62KB
• ea020833401ex10-1_thunder.htm (EX-10.1) — 115KB
• ea020833401ex10-2_thunder.htm (EX-10.2) — 65KB
• ea020833401ex10-3_thunder.htm (EX-10.3) — 33KB
• ea020833401ex10-4_thunder.htm (EX-10.4) — 86KB
• ea020833401ex10-5_thunder.htm (EX-10.5) — 105KB
• ea020833401ex10-6_thunder.htm (EX-10.6) — 27KB
• ea020833401ex10-7_thunder.htm (EX-10.7) — 31KB
• ea020833401ex10-8_thunder.htm (EX-10.8) — 31KB
• ea020833401ex10-9_thunder.htm (EX-10.9) — 43KB
• ea020833401ex99-1_thunder.htm (EX-99.1) — 14KB
• 0001213900-24-056282.txt ( ) — 953KB
• flfv-20240621.xsd (EX-101.SCH) — 3KB
• flfv-20240621_def.xml (EX-101.DEF) — 26KB
• flfv-20240621_lab.xml (EX-101.LAB) — 34KB
• flfv-20240621_pre.xml (EX-101.PRE) — 22KB
• ea0208334-8k425_thunder_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Amended and Restated Warrant Agreement On June 21, 2024, Feutune Light Acquisition Corporation (together with its successor, Thunder Power Holdings, Inc., the " Company ") and Continental Stock Transfer & Trust Company (" CST ") entered into an Amended and Restated Warrant Agreement (the " Amended Warrant Agreement "), which contains substantially identical terms with the warrant agreement entered int by and between the Company and CST dated as of June 15, 2022 (the " Warrant Agreement "), except, among other things, that references to "Class A Common Stock" in the Warrant Agreement have changed to "New Common Stock." A copy of the Amended Warrant Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amended Warrant Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the terms and conditions of the Amended Warrant Agreement. Escrow Agreement On June 21, 2024, the Company entered into an escrow agreement (the " Escrow Agreement ") with Mr. Wellen Sham, Yuanmei Ma and CST, pursuant to which, among other things, (1) CST will act as the escrow agent under the Escrow Agreement; (2) at the Closing (as defined in the Escrow Agreement), the Company will deposit with CST 20,000,000 shares (the " Earnout Shares ") of common stock, par value $0.0001 per share, of the Company (the " Parent Common Stock "), less any portion of Earnout Shares that becomes vested and deliverable to Thunder Power Shareholders (as defined in the Escrow Agreement) at the Closing if any Triggering Event (as defined in the Escrow Agreement) has been achieved prior to the Closing, to be held by CST in a segregated escrow account (the " Earnout Escrow Account ") and disbursed therefrom in accordance with the terms of the Escrow Agreement; and (3) if any portion of the Earnout Shares becomes eligible for re

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Promissory Notes for Working Capital Loans On June 21, 2024, the Company issued (1) an unsecured promissory note of $300,000 (the " WCL Note I ") to Wellen Sham, to evidence a loan of $300,000 provided by Mr. Sham to the Company, (2) an unsecured promissory note of $70,000 (the " WCL Note II ") to Sam Yu, an individual designated by the Sponsor, to evidence a loan of $70,000 provided by Mr. Yu to the Company, and (3) an unsecured promissory note of $70,000 (the " WCL Note III ," together with the WCL Note I and WCL Note II, the " WCL Notes ") to Sau Fong Yeung, an individual designated by the Sponsor, to evidence a loan of $70,000 provided by Ms. Yeung to the Company. The WCL Note I bears interest at a rate per annum equal to 10% of the outstanding principal balance. The WCL Note I is payable in full upon the earlier of (i) 90 days after the consummation of the Company's business combination, or (ii) the date of the liquidation of the Company (such date, the " Maturity Date "). Any of the following will constitute an event of default under the WCL Note I: (i) a failure to pay the outstanding principal balance within five (5) business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action; (iii) the breach of any of Company's obligations under the WCL Note I; (iv) any cross defaults; (v) an enforcement proceeding against the Company; or (vi) it is or becomes unlawful for the Company to perform any of its obligations under the WCL Note I, or any obligations of the Company under the WCL Note I are not or cease to be legal, valid, binding or enforceable. Upon the occurrence of an event of default specified in (i) or (iii) above, Mr. Sham may, by written notice to the Company, declare the WCL Note I to be due immediately and payable, whereupon the outstanding principal balance of the WCL Note I, and all

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information disclosed under Item 1.01 of this Current Report on Form 8-K as it relates to the Letter Agreement is incorporated by reference into this Item 3.02 to the extent required herein. The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

01 Regulation

Item 7.01 Regulation FD Disclosure. On June 21, 2024, the Company issued a press release announcing the closing (the " Closing ") of the business combination of Feutune Light Acquisition Corporation and Thunder Power. A copy of the press release is furnished as Exhibit 99.1 hereto. The information furnished pursuant to Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Amended Warrant Agreement dated June 21, 2024 10.2 Escrow Agreement dated June 21, 2024 10.3 Form of Non-competition Agreement 10.4 Form of Lock-up Agreement 10.5 Form of Indemnification Agreement 10.6 Promissory Note dated June 21, 2024 issued by Feutune Light Acquisition Corporation to Wellen Sham 10.7 Promissory Note dated June 21, 2024 issued by Feutune Light Acquisition Corporation to Sam Yu 10.8 Promissory Note dated June 21, 2024 issued by Feutune Light Acquisition Corporation to Sau Fong Yeung 10.9 Letter Agreement dated June 21, 2024. 99.1 Press Release date June 21, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) 4

SIGNATURES

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. Date: June 27, 2024 By: /s/ Yuanmei Ma Name: Yuanmei Ma Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR