Thunder Power Holdings, Inc. 10-Q

Item 5. Other Information (a) Not applicable. (b) None. (c) During the quarter ended June 30, 2024, none of our directors or officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(c) of Regulation S-K). 29 Item 6. Exhibits Exhibit No. Description 2.1 † Agreement and Plan of Merger, dated as of October 26, 2023, by and among Feutune Light Acquisition Corporation, Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited, (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 27, 2023). 2.2 First Amendment to Agreement and Plan of Merger, dated as of March 19, 2024, by and among Feutune Light Acquisition Corporation, Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on March 20, 2024). 2.3 Second Amendment to Agreement and Plan of Merger, dated as of April 5, 2024, by and among Feutune Light Acquisition Corporation, Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on April 5, 2024) 3.1 Second Amended and Restated Certificate of Incorporation of Thunder Power Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 3.2 Amended and Restated Bylaws of Thunder Power Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 10.1 Promissory Note, dated May 20, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 22, 2024). 10.2 Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to Ling Houng Sham (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 22, 2024). 10.3 Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to Rockridge International Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on May 22, 2024). 10.4 Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Wellen Sham (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 10.5 Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Sam Yu (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 10.6 Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Sau Fong Yeung (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 10.7 Forward Purchase Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation, Thunder Power Holdings Limited, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 12, 2024). 10.8 Subscription Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 12, 2024). 10.9 Amended and Restated Warrant Agreement, dated June 21, 2024, by and between Feutune Light Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 10.10 Escrow Agreement, dated June 21, 2024, by and between Feutune Light Acquisition Corporation, Wellen Sham, Yuanmei Ma and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 30 10.11 Promissory Note Settlement Agreement, dated June 21, 2024, by and between Feutune Light Acquisition Corporation and certain promissory noteholders (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 10.12 Form of Non-Competition Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 10.13 Form of Lock-up Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 10.14 # Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on June 27, 2024). 10.15 # 2024 Omnibus Equity Incentive Plan (incorporated by reference to Annex D to the Company’s Proxy Statement/Prospectus filed with the SEC pursuant to Rule 424(b)(3) (File No. 333-275933) on May 17, 2024) . 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * Filed herewith ** Furnished herewith # Indicates a management contract or compensatory plan, contract or arrangement. † Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request. 31 SIGNATURE 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, thereunto duly authorized. Date: September 4, 2024 THUNDER POWER HOLDINGS, INC. /s/ Yuanmei Ma Name: Yuanmei Ma Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 32