Thunder Power Holdings Limited entered into a definitive business combination agreement to acquire Feutune Light Acquisition Corporation (NasdaqGM:FLFV) from a group of shareholders for approximately $640 million 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 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.

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 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. 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. In the intermediate to longer term, the transaction is expected to positively impact the Thunder Power?s ?operating results, providing funding for further technological advancements and the commercialization of its four EV models. 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 Feutune Light?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. Andrew J. Sherman of Brown Rudnick LLP is representing Thunder Power as U.S. legal counsel. Arila Zhou of Robinson & Cole LLP is representing Feutune Light as U.S. legal counsel. ARC Group Limited is acting as sole financial advisor to Thunder Power. US Tiger Securities is acting as financial advisor to Feutune Light.