Amendment: SEC Form SC 13G/A filed by Thunder Power Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Thunder Power Holdings, Inc.**

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒

Rule 13d-1(b)

☐

Rule 13d-1(c)

☐

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

** Formerly known as Feutune Light Acquisition Corporation.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Walleye Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Minnesota
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			541,959 (1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			541,959 (1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	541,959 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.76%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 

Thunder Power Holdings, Inc. (the “Issuer”)

 

 

221 W 9th St #848

Wilmington, Delaware 19801

 

 

Walleye Capital LLC, a Minnesota limited liability company (the “Reporting Person”)

315 Park Ave. South

New York, NY 10010

 

 

Common Stock, par value $0.0001 per share (“Common Stock”)

 

 

31561T102

 

 

 

As of June 30, 2024 and the date hereof the Reporting Person beneficially owned 541,959 shares of Common Stock, which represented (i) approximately 1.17% of the outstanding shares of Common Stock on June 30, 2024, and (ii) approximately 0.76% of the outstanding shares of Common Stock as of the date hereof.  These percentages are calculated based on a total of (i) 46,859,633 outstanding shares of Common Stock on June 30, 2024, and (ii) 70,716,094 outstanding shares of Common Stock as of August 31, 2024, each as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on September 4, 2024, and in each case plus 531,200 shares of Common Stock obtainable within 60 days upon exercise of Warrants beneficially owned by the Reporting Person, which were added to the outstanding shares in accordance with Rule 13d-3(d)(1)(i) under the Act.

 

Note: The Reporting Person’s beneficial ownership reported herein includes 10,759 shares of Common Stock and 531,200 shares of Common Stock obtainable within 60 days upon exercise of warrants at an exercise price of $11.50 per share of Common Stock (each, a “Warrant”) beneficially owned by the Reporting Person.

 

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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