| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Thunder Power Holdings, Inc. [ AIEV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/21/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/21/2024 | J(1)(2)(3)(4) | 2,755,472(1)(2)(3)(4) | A | $0 | 2,755,472 | I(5) | See Footnote(5) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| warrants | (6) | 06/21/2024(6) | 06/21/2024 | J(6) | 742,475 | (6) | (6) | Common Stock | 742,475(6) | $11.5 | 742,475 | I(5) | See Footnote(5) | ||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Representing 2,755,472 shares of common stock, par value $0.0001 per share (the "PubCo Common Stock"), of Thunder Power Holdings, Inc. (the "Issuer" or "PubCo") held by Feutune Light Sponsor LLC (the "Sponsor"). Pursuant to an Agreement and Plan of Merger, dated October 26, 2023 (as amended on March 19, 2024 and April 5, 2024, the "Merger Agreement"), by and among Feutune Light Acquisition Corporation, a Delaware corporation and the predecessor of the Issuer ("FLFV"), Feutune Light Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of FLFV ("Merger Sub"), and Thunder Power Holdings Limited, a British Virgin Islands company ("Thunder Power"), relating to the business combination of FLFV and Thunder Power, at the closing of the transactions contemplated thereunder (collectively, the "Business Combination") on June 21, 2024: (x) see footnote 2 below; (y) see footnote 3 below; (z) see footnote 4 below. |
| 2. All 1,938,750 shares of Class B common stock, par value $0.0001per share (the "Class B Common Stock") and all 478,875 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") of FLFV that the Sponsor held prior to the closing of the Business Combination, were converted, on an one-for-one basis into 2,417,625 shares of PubCo Common Stock. |
| 3. 47,887 shares of PubCo Common Stock were issued as a result of the cancellation of 478,875 rights of FLFV that the Sponsor held prior to the Business Combination and the exchange of all such 478,875 rights, on ten-for-one basis, for such number of shares of PubCo Common Stock, with no fractional shares issued. |
| 4. 289,960 shares of PubCo Common Stock were issued, including (1) 263,600 shares of PubCo Common Stock converted, on a one-for-one basis, from 263,600 shares of Class A common stock underlying 263,600 units of FLFV (the "Working Capital Units") that were issued immediately prior to the Business Combination from the conversion of $2,636,000 of working capital loans from the Sponsor to the FLFV (the "Working Capital Loans"), and (2) 26,360 shares of PubCo Common Stock converted, on a ten-for-one basis, from the cancellation and exchange of 263,600 rights of FLFV underlying the Working Capital Units, on a ten-for-one basis, for such number of shares of PubCo Common Stock, with no fractional shares issued. |
| 5. The Sponsor is the record holder of the securities reported herein. Ms. Yeung is the sole manager of the Sponsor, and as such may be deemed to have sole voting and investment discretion with respect to the securities held by the Sponsor. |
| 6. Include: (x) 478,875 warrants converted, on a one-for-one basis, from 478,875 warrants of FLFV underlying the private placement units of FLFV that the Sponsor owned prior to the Business Combination; and (y) 263,600 warrants converted, on a one-for-one basis, from 263,600 warrants of FLFV underlying the Working Capital Units. |
| /s/ Sau Fong Yeung | 06/25/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||