Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Except
with respect to the following, all unregistered sales of equity securities during and since the end of the reporting period have previously
been disclosed in the Company’s Current Reports on Form 8-K.
Unregistered Sales
of Equity Securities
On June 11, 2024, FLFV and Thunder Power entered into that certain
Forward Purchase Agreement and Subscription Agreement (the “Meteora Agreements”) with certain purchasing parties thereto (“Meteora”),
whereby Meteora agreed to subscribe for and purchase, and FLFV agreed to issue and sell to Meteora, up to an aggregate of 4,900,000 shares
of FLFV common stock (and our common stock after the closing of the Business Combination), subject to certain upward adjustments.
Pursuant to the Meteora Agreements,
on July 10, 2024, we issued an aggregate of 3,706,461 shares of our common stock to Meteora. Such Issuance was not registered under the
Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D as promulgated by the SEC under the Securities Act. A total of 100,000 shares were paid by the Company as commission in connection with
such Issuance.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.