What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-03-06 · 844 added, 822 removed, 2 unchanged (100% of the section changed)

In this Annual Report on

Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our”

refer to Feutune Light Acquisition Corporation

We are a blank check company formed as a Delaware corporation for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination

with one or more businesses, which we refer to throughout this report as our initial business combination.

Our efforts to identify a potential

target has not been limited to a particular industry.

We will not undertake our initial business combination with an entity being based

in or having the majority of the company’s operations in China (including Hong Kong and Macau).

Our ability to locate a potential

target is subject to the uncertainties discussed in the prospectus relating to our initial public offering (the “IPO”) filed

with the Securities and Exchange Commission (the “SEC”) on June 17, 2022 (File No.

333-264221) (the “Prospectus”).

On June 21, 2022, we consummated the “IPO of 9,775,000 units

(the “Units”), which included 1,275,000 units issued upon the full exercise of the over-allotment option of the underwriters

Each Unit consists of one share of our Class A common stock (the “Class A Common Stock”), $0.0001 par value per

share (the “Public Shares”), one redeemable warrant (the “Warrants”), each Warrant entitling the holder thereof

to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, and one right (the “Rights”), each

one Right entitling the holder thereof to exchange for one-tenth (1/10) of one Class A Common Stock upon the completion of the Company’s

initial business combination, generating gross proceeds of $97,750,000.

Simultaneously with the closing of the IPO, we completed the private

sale (the “Private Placement”) of 498,875 units (the “Private Units”, consisting of one Class A Common Stock,

or the “Private Share”, one warrant, or the “Private Warrant”, and one right, or the “Private Right”),

including 478,875 units to the Company’s sponsor, Feutune Light Sponsor LLC (the “Sponsor”), and 20,000 units to US

Tiger Securities, Inc.

(“US Tiger”, together with our Sponsor, directors and officers, the “founders”), the representative

of the underwriters of the IPO, at a purchase price of $10.00 per Private Unit, generating gross proceeds of $4,988,750 (including $4,788,750

from Sponsor and $200,000 from US Tiger) (the “Private Placement Proceeds”).

The Private Units are identical to the units

as part of the Units in the IPO, except that the Private Units are not transferable, assignable or saleable (except to our officers and

directors and other persons or entities affiliated with or related to our founders, each of whom will be subject to the same transfer

restrictions) until 30 days after the completion of our initial business combination.

The proceeds of $99,216,250 ($10.15 per Unit) in

the aggregate from the IPO and a portion from the Private Placement (the “Trust Funds”), were placed in a trust account (the

“Trust Account”) established for the benefit of the Company’s public stockholders and the underwriters of the IPO with

Wilmington Trust, National Association acting as trustee.

The Trust Funds include $3,421,250

payable to the underwriters (the “deferred underwriting compensation”) pursuant to the underwriting agreement dated June 15,

2022, entered among us, US Tiger and EF Hutton, division of Benchmark Investments, LLC, the representatives (the “Representatives”)

of the underwriters of the IPO.

Our management has broad discretion

with respect to the specific application of the proceeds of the Private Placement that are held out of the Trust Account, although substantially

all the net proceeds are intended to be applied generally towards consummating an initial business combination and working capital.

Since our IPO, our sole business

activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of an initial business

We intend to complete our initial business combination using cash from the proceeds of this offering and the private placements

of the private units, our capital stock, debt or a combination of cash, stock and debt.

We shall not undertake our initial business combination

with any company being based in or having the majority of the company’s operations in China (including Hong Kong and Macau).

certificate of amendment to the Amended and Restated Certificate of Incorporation, dated June 19, 2023 and filed on June 20, 2023 (the

certificate of amendment, together with the Amended and Restated Certificate of Incorporation, dated June 14, 2022, the “Current

Charter”) prohibits us from undertaking our initial business combination with any company being based in or having the majority

of the company’s operations in China (including Hong Kong and Macau).

Permission Required from the PRC Authorities

for our Business Combination and Relevance of PRC Regulations.

We are a Delaware corporation

with no operations in China and all of our officers and directors are U.S.

citizens or U.S.

permanent residents, thus we or any of our

officers and directors are not required to obtain permission from any Chinese authorities to operate or conduct a business combination.

Since we will not undertake our initial business combination with any company being based in or having the majority of the company’s

operations in China (including Hong Kong and Macau), we do not expect that any permission or approval that our officers and directors

or us would be required from the Chinese authorities to search for a target company or to consummate our initial business combination.

We are a blank check company

with no operation of our own except search for a non-China-based target for our initial business combination.

We do not have any subsidiaries

and all of our officers and directors are located in the United States.

Therefore, we do not consider ourselves a China-based issuer,

in particular, as specified in the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies,

or the Trial Measures, and five supporting guidelines promulgated by the China Securities Regulatory Commission (the “CSRC”)

on February 17, 2023, which became effective on March 31, 2023.

According to the Trial Administration Measures, an

issuer is a “domestic [Chinese] company” if the issuer meets both of the following conditions and thus, subject to

the requirements for domestic [Chinese] companies seeking to offer or list securities overseas, both directly and indirectly, thereunder:

(i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting

year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same

and (ii) its major operational activities are carried out in China or its main places of business are located in China, or the

senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China.

Additionally, as of the date

of this report, no transfers, dividends, or distributions have been made by us.

We have not adopted or maintained any other cash management

policies and procedures and need to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions,

Given that we are not a China-based issuer or expect to be a China-based issuer upon the consummation of our initial business

combination, we are not subject to or will become subject to the foreign exchange control rules of the PRC.

Certain Potential Restrictions or Negative

We believe that none of our

officers, directors, sponsor and members of our sponsor have significant ties to China except that some of our management members and

sponsor members lived in China or Hong Kong more than ten or twenty years ago before they came to the United Stated for advanced

education and commenced their professional careers in the United States and certain members of our sponsor including Ms.

Sau Fong Yeung

(holding approximately 41.3% of equity interest in the sponsor), the manager of the sponsor and Mr.

Xianhong Wu (indirectly holding approximately

17.4% of equity interest in the sponsor) are Hong Kong citizens and U.S.

permanent residents.

As our Certificate of Incorporation prohibits

us from undertaking our initial business combination with any company being based in or having the majority of the company’s operations

in China (including Hong Kong and Macau), we do not believe the historical path of some of our management and sponsor members will result

in a material change in our search for a target company and the value of the securities that we are registering for sale.

cannot predict the perception from potential target companies or the market, it is uncertain whether that would make us a less attractive

partner to a non-China or non-Hong Kong-based target company and such perception may potentially limit or negatively impact our search

for an initial business combination.

See “Part I – Item 1A.

Risk Factors” on page 15 of this Annual Report.

Controlling or non-controlling

investments in U.S.

businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one

of 27 identified industries – including aviation, defense, semiconductors, telecommunications and biotechnology – are subject

to a mandatory filing with the Committee on Foreign Investment in the U.S.

In addition, CFIUS is an interagency

committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine

the effect of such transactions on the national security of the United States.

Two members of our sponsor are Hong Kong citizen and US

permanent residents, any proposed business combination between us and a U.S.

business engaged in a regulated industry or which may affect

national security could be subject to such foreign ownership restrictions and/or CFIUS review.

The scope of CFIUS was expanded by the

Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments

in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing

regulations that are now in force, also subject certain categories of investments to mandatory filings.

If our potential initial business

combination with a U.S.

business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination

with such business.

In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to

make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without

notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide to block or delay

our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination

or order us to divest all or a portion of a U.S.

business of the combined company if we had proceeded without first obtaining CFIUS clearance.

The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent

us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders.

As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely

affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

the process of government review, whether by CFIUS or otherwise, could be lengthy.

Because we have only a limited time to complete our

initial business combination our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate, our public stockholders may only receive $10.00 per share initially, and our warrants and rights will expire worthless.

This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on

your investment through any price appreciation in the combined company.

See “Part I – Item 1A.

Risk Factors” on page

15 of this Annual Report.

Proposed Business Combination with Thunder

As previously disclosed in the Company’s Current Report on Form 8-K filed

on October 27, 2023, on October 26, 2023, the Company entered into an Agreement and Plan of Merger (as the same may be amended,

restated or supplemented, the “Merger Agreement”) with Thunder Power Holdings Limited, a British Virgin Islands company (“Thunder

Power” or “TPH”) and Feutune Light Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company

(“Merger Sub”).

Pursuant to the Merger Agreement, Thunder Power will be merged with and into Merger Sub (the “Merger”,

together will all transaction contemplated in the Merger Agreement, the “Thunder Power Business Combination”), with the Merger

Sub surviving the Merger as a direct wholly owned subsidiary of the Company after the Merger (the Company surviving the Merger shall be

referred as “Surviving Co”).

At the effective time of the

Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the Company, Merger Sub, Thunder

Power or the shareholders of Thunder Power immediately prior to the Effective Time (collectively, the “Thunder Power Shareholders”),

each Thunder Power Shareholder’s ordinary shares of Thunder Power (“Thunder Power Ordinary Shares”) issued and outstanding

immediately prior to the Effective Time (excluding dissenting shares and shares held by Thunder Power or any of its direct or indirect

subsidiaries as of immediately prior to the Effective Time) will be cancelled and automatically converted into (i) the right to receive,

without interest, the applicable portion of the Closing Merger Consideration Shares (as defined in the Merger Agreement) as set forth

in the Closing Consideration Spreadsheet (as defined in the Merger Agreement) and (ii) the contingent right to receive the applicable

portion of the Earnout Shares (as defined in the Merger Agreement), if, as and when payable in accordance with the earnout provisions

described below.

For avoidance of any doubt, each Thunder Power Shareholder will cease to have any rights with respect to such Thunder

Power Shareholder’s Thunder Power Ordinary Shares, except the right to receive the Closing Per Share Merger Consideration and the

Earnout Shares.

“Closing Merger Consideration Shares” means 40,000,000 shares of common stock of the Surviving Co, which

are equal or equivalent in value to the sum of $400,000,000 divided by $10.00 per share.

“Earnout Shares” means 20,000,000 shares

of common stock of Surviving Co, which are equal or equivalent in value to the sum of $200,000,000 divided by $10.00 per share, subject

to the vesting schedule set forth in the Merger Agreement.

The Thunder Power Business Combination will be submitted to stockholders

for approval at a special meeting.

The Company has filed with the SEC a registration statement on Form S-4 (File No.

333-275933) relating

to the proposed Thunder Power Business Combination, the Merger Agreement and other relevant matters (as amended from time to time, the

Corporate History and Background

Prior to June 21, 2024,

we were known as Feutune Light Acquisition Corporation, a Delaware corporation (“FLFV”), and Feutune Light Merger Sub, Inc.,

a Delaware corporation and wholly owned subsidiary of FLFV (“Merger Sub”).

On October 26, 2023, we entered into a business

combination agreement (as amended, the “Business Combination Agreement”) with Thunder Power Holdings Limited, a British Virgin

Islands company (“Thunder Power”), pursuant to which on June 21, 2024, Thunder Power merged with and into Merger Sub, with

Merger Sub surviving the merger as a wholly owned subsidiary of FLFV (the “Merger” and, together with the other transactions

contemplated by the Business Combination Agreement and any other agreement executed and delivered in connection therewith, the “Business

Combination”).

At the closing of the Business Combination, FLFV was renamed as “Thunder Power

Holdings, Inc.” Unless the context indicates otherwise, references in this prospectus to the “Company,” “Thunder

Power Holdings,” “we,” “us,” “our” and similar terms refer to Thunder Power Holdings, Inc.

(f/k/a Feutune Light Acquisition Corporation).

References to “FLFV” refer to our predecessor company prior to the consummation

of the Business Combination.

Thunder Power

On March 21, 2013, Thunder

Power Hong Kong Ltd.

(“TP HK”) was established as a wholly owned subsidiary of Thunder Power with the intention to act as

a financial and operational hub of Thunder Power, to deal with various corporate actions such as fundraising, back-office operations

and bridge the operations between China and Europe.

On April 8, 2016, China New Energy Vehicle Company Limited (“China NEV”)

was established as a subsidiary of Thunder Power.

On August 6, 2021, the Board of Directors of the Thunder Power approved the spin-off

of China NEV and TP HK, and the transaction was completed on December 14, 2021 with no cash consideration.

Upon consummation of the spin-off,

Thunder Power no longer holds any equity shares in China NEV and TP HK and retains only one subsidiary.

Thunder Power New Energy Vehicle

Development Company Limited (“TP NEV”) which was established in accordance with laws and regulations of British Virgin Islands

on October 19, 2016.

Thunder Power is a technology

innovator and a manufacturer of premium electric vehicles (“EVs”).

Thunder Power has developed several proprietary technologies

which are the building blocks of the Thunder Power family of EVs.

Thunder Power is a company that was incorporated under the laws and

regulations of the British Virgin Islands with limited liability on September 30, 2015.

Thunder Power is a parent holding company

with no operations.

Extension of the Period of Time to Consummate

Initial Business Combination

On March 21, 2023, an

aggregate of $977,500 was deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per

public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months

from March 21, 2023 to June 21, 2023.

On June 16, 2023, the Company held a special meeting of the stockholders

(the “2023 Special Meeting”), where the stockholders of the Company approved the amendment of the Amended and Restated Certificate

of Incorporation to allow the Company until June 21, 2023 to consummate an initial business combination and to elect to extend the

period to consummate an initial business combination up to nine times, each by an additional one-month period (each, a “Monthly

Extension”), for a total of up to nine months to March 21, 2024, by depositing to the Trust Account, the lesser of (i) $100,000 for

all public shares and (ii) $0.04 for each public share for each one-month extension (each, a “Monthly Extension Payment”).

On June 20, 2023, the Current Charter was filed with the State of Delaware, effective on the same date.

In connection with the votes

to approve the amendment, 4,791,507 shares of the Company’s Class A common stock were tendered for redemption.

As of the date hereof, nine Monthly Extension Payments, each in the

amount of $100,000, were deposited into the Trust Account, among which, five Monthly Extension Payments were made by Thunder Power pursuant

to the Merger Agreement, three were made by the Sponsor and one was made by the management from the working capital of the Company.

a result, the Company currently has sought nine Monthly Extensions to have until March 21, 2024 to complete an initial business combination.

On March 1, 2024, the Company filed a notice of special meeting of

stockholders, according to which a special meeting of stockholders is to be held virtually on March 18, 2024 at 11:30 a.m., Eastern Time,

where the Company’s stockholders will vote to approve the amendment of the Current Charter to allow the Company until March 21,

2024 to consummate an initial business combination and to elect to extend the period to consummate an initial business combination up

to nine times, each by an additional one-month period, for a total of up to nine months to December 21, 2024.

Effecting the Initial Business Combination

Our business strategy is to

identify and acquire potential targets in which we believe can materially grow revenue and earnings through the efforts of a combined

management team followed by the completion of an initial business combination, but we will not undertake our initial business combination

with an entity being based in or having the majority of the company’s operations in China (including Hong Kong and Macau).

Initial Business Combination

Our initial business combination

must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in

the Trust Account (excluding deferred underwriting commissions payable to our underwriters and taxes payable) at the time of our signing

a definitive agreement in connection with the initial business combination, but we will not undertake our initial business combination

with an entity being based in or having the majority of the company’s operations in China (including Hong Kong and Macau).

board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from

an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”), or an independent

valuation or accounting firm with respect to the satisfaction of such criteria.

Our stockholders may not be provided with a copy of such

opinion, nor will they be able to rely on such opinion.

The Trust Funds released to

us from the Trust Account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target

business with which we complete our initial business combination.

If our initial business combination is paid for using equity or debt

securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial

business combination or used for redemption of our Public Shares, we may use the balance of the cash released to us from the Trust Account

following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses,

the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase

of other companies or for working capital.

In addition, we may be required

to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for

general corporate purposes as described above.

There is no limitation on our ability to raise funds through the issuance of equity or

equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including

pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the IPO.

Subject to compliance

with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination.

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds

through the sale of securities or otherwise.

None of our founders is required to provide any financing to us in connection with or after

our initial business combination.

We may also obtain financing prior to the closing of our initial business combination to fund our working

capital needs and transaction costs in connection with our search for and completion of our initial business combination.

The Current Charter provides that, following the IPO and prior to the consummation of our initial business combination,

we are prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the Trust Account

or (ii) vote as a class with our Public Shares (a) on any initial business combination, or (b) to approve an amendment

to our amended and restated certificate of incorporation to (x) extend the time we have to consummate an initial business combination

beyond March 21, 2024 (the “Combination Period”) if we extend the period of time to consummate an initial business combination)

or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation)

we offer our public stockholders the opportunity to redeem their Public Shares.

The existence of financial and personal interests of one or more of

our directors results in conflicts of interest on the part of such director(s) between what he, she or they may believe is in the

best interests of us and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining

to recommend that stockholders vote for the proposals.

In addition, our officers have interests in the business combination that may conflict

with your interests as a stockholder.

For more information on the foregoing conflicts of interest and the relevant pre-existing fiduciary

duties or contractual obligations of our management team, see the section titled “ Directors, Executive Officers and Corporate

Governance — Conflicts of Interest .”

Status as a Public Company

We believe our structure will

make us an attractive initial business combination partner to target businesses.

As an existing public company, we offer a target business

an alternative to the traditional initial public offering through a merger or other initial business combination.

In this situation, the

owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination

of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various

costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost

effective method to becoming a public company than the typical initial public offering.

In a typical initial public offering, there are

additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection

with an initial business combination with us.

Furthermore, once a proposed

initial business combination is completed, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay

or prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe the target business would

then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests.

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting

talented employees.

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible

to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result,

there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107

of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion

of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be

a large accelerated filer, which means the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of

the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during

the prior three-year period.

Financial Position

With funds in the Trust Account

available for an initial business combination initially in the amount of $95,795,000, excluding $3,421,250 for the deferred underwriting compensation,

before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating

a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance

sheet by reducing its debt or leverage ratio.

Because we are able to complete our initial business combination using our cash, debt or

equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us

to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure

third-party financing and there can be no assurance it will be available to us.

Lack of Business Diversification

For an indefinite period of

time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

of a single business.

Unlike other entities that have the resources to complete initial business combinations with multiple entities in

one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being

in a single line of business.

In addition, we intend to focus our search for an initial business combination in a single industry.

completing our initial business combination with only a single entity, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely

scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination

with that business, our assessment of the target business’ management may not prove to be correct.

In addition, the future management

may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of

our management team or of our board, if any, in the target business cannot presently be stated with any certainty.

While it is possible

that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is presently

unknown if any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot

assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular

target business.

The determination as to whether any members of our board of directors will remain with the combined company will be made

at the time of our initial business combination.

Following the initial business

combination, to the extent that we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management

team of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers

will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve our Initial

Business Combination

We may conduct redemptions

without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval if it is required

by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval

is currently required under Delaware law for each such transaction.

Type of Transaction

Purchase of assets

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

Under Nasdaq’s listing

rules, stockholder approval would be required for our initial business combination if, for example:

we issue shares of Common Stock that will be equal to or in excess of 20% of the number of shares of our Common Stock then outstanding;

any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Common Stock could result in an increase in outstanding common shares or voting power of 5% or more;

the issuance or potential issuance of Common Stock will result in our undergoing a change of control.

The decision as to whether

we will seek stockholder approval of a proposed initial business combination in those instances in which stockholder approval is not required

by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and

legal reasons, which include a variety of factors, including, but not limited to:

(i) the timing of the transaction, including in

the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval

or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

expected cost of holding a stockholder vote;

(iii) the risk that the stockholders would fail to approve a proposed initial business

(iv) other time and budget constraints of the company;

and (v) additional legal complexities of a proposed initial

business combination that would be time-consuming and burdensome to present to stockholders.

Permitted Purchases of our Securities

In the event we seek stockholder

approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant

to the tender offer rules, our founders, advisors or their affiliates may purchase shares in privately negotiated transactions or in the

open market either prior to or following the completion of our initial business combination.

However, they have no current commitments,

plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the Trust

Account will be used to purchase shares in such transactions.

They will not make any such purchases when they are in possession of any

material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no

longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our founders or advisors

or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise

their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange

Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine

at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of such purchases

would be to (i) vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining stockholder

approval of our initial business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us

to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such

requirement would otherwise not be met.

This may result in the completion of our initial business combination that may not otherwise have

been possible.

In addition, if such purchases

are made, the public “float” of our Common Stock may be reduced and the number of beneficial holders of our securities may

be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our founders or advisors and/or

their affiliates anticipate that they may identify the stockholders with whom our founders, advisors or their affiliates may pursue privately

negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders

following our mailing of proxy materials in connection with our initial business combination.

To the extent that our founders, advisors

or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed

their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination.

founders, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and

the other federal securities laws.

Any purchases by our founders,

advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the

extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation

under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical requirements that must

be complied with in order for the safe harbor to be available to the purchaser.

Our founders, advisors and/or their affiliates will not

make purchases of Common Stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Redemption Rights for Public Stockholders upon Completion of the

Initial Business Combination

We will provide our public

stockholders with the opportunity to redeem all or a portion of their shares of Common Stock upon the completion of our initial business

combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business

days prior to the consummation of the initial business combination including interest earned on the funds held in the Trust Account and

not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitations described

The amount in the Trust Account is initially anticipated to be approximately $10.15 per public share.

The per-share amount we

will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting compensation.

have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any

Founder Shares and any Private Shares held by them in connection with the completion of our initial business combination.

our founders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with

respect to such Public Shares if we fail to complete our initial business combination within the Combination Period.

will complete our business combination only

if a majority of the outstanding shares of Common Stock voted are voted in favor of the business combination.

A quorum for the special

meeting for such a vote will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company

representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting.

Our founders will count toward this quorum and have agreed to vote their Founder Shares, Private Shares and any Public Shares purchased

during or after the IPO in favor of our business combination.

For purposes of seeking approval of the majority of our outstanding shares

of Common Stock voted, non-votes will have no effect on the approval of our business combination once a quorum is obtained.

collectively own 3,002,625 shares of Common Stock (including 2,443,750 Founder Shares, 498,875 Private Shares and 60,000 Representative

As a result, assuming only a majority of the voting power of all outstanding shares of capital stock of the Company entitled

to vote at such meeting are present at such meeting and all Founder Shares, Private Shares and Representative Shares vote in favor of

the initial business combination, we do not need any additional shares of Common Stock from the public stockholders to vote in favor in

order to have our initial business combination approved.

We intend to give approximately 30 days (but not less than 10 days nor more than

60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our business combination.

These quorums and voting thresholds,

and the voting agreements of our founders, may make it more likely that we will consummate our business combination.

Each public stockholder

may elect to redeem its Public Shares irrespective of whether they vote, do not vote or abstain, and if they do vote, irrespective of

whether they vote for or against the business combination, and irrespective of whether they were a public stockholder on the record date

for the general meeting held to approve the business combination.

The Current Charter provides that

we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately

prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that

we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may

be contained in the agreement relating to our initial business combination.

For example, the proposed business combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital

or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the

proposed business combination.

In the event the aggregate cash consideration we would be required to pay for all shares of Common Stock

that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business

combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and

all shares of Common Stock submitted for redemption will be returned to the holders thereof.

Limitation on Redemption upon Completion of Initial

Business Combination

Notwithstanding the foregoing,

if we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination

pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together

with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an

aggregate of 20% of the shares sold in the IPO, which we refer to as the “Excess Shares.” We believe this restriction will

discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise

their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a

significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding

more than an aggregate of 20% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares

are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our

stockholders’ ability to redeem no more than 20% of the shares sold in the IPO, we believe we will limit the ability of a small

group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with

a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, our amended and restated certificate of incorporation does not restrict our stockholders’ ability to vote all of their

shares (including Excess Shares) for or against, or to abstain from voting on, our business combination.

Tendering Stock Certificates in Connection with a Tender

Offer or Redemption Rights

We may require our public stockholders

seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either

tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up

to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,

or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At

Custodian) System, at the holder’s option.

The tender offer or proxy materials, as applicable, that we will furnish to holders of

our Public Shares in connection with our business combination will indicate whether we are requiring public stockholders to satisfy such

delivery requirements.

Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close

of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable,

to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise period, it is advisable

for stockholders to use electronic delivery of their Public Shares.

There is a nominal cost associated

with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender

their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery

must be effectuated.

The foregoing is different

from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with their initial business

combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination,

and a holder could simply vote against an initial business combination and check a box on the proxy card indicating such holder was seeking

to exercise his or her redemption rights.

After an initial business combination was approved, the company would contact such stockholder

to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had an “option

window” after the completion of the initial business combination during which he or she could monitor the price of the company’s

stock in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually

delivering his or her shares to the company for cancellation.

As a result, the redemption rights, to which stockholders were aware they

needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the initial

business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery prior to

the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved.

Any request to redeem such

shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder

meeting set forth in our proxy materials, as applicable.

Furthermore, if a holder of a public share delivered its certificate in connection

with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such

holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds

to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the completion of

initial business combination.

If our business combination is

not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled

to redeem their shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any certificates

delivered by public holders who elected to redeem their shares.

If our initial proposed business

combination is not completed, we may continue to try to complete an initial business combination with a different target with the Combination

Redemption of Public Shares and Liquidation if no Initial

Business Combination

The Current Charter allows the

Company until June 21, 2023 to consummate an initial business combination and to elect to extend the period to consummate an initial business

combination up to nine times, each by an additional one-month period, for a total of up to nine months to March 21, 2024.

If we are unable

to complete our initial business combination with the Combination Period, we will:

(i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on

the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $50,000 of interest to pay dissolution

expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as

promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,

dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire

worthless if we fail to complete our business combination with the Combination Period.

Our founders have waived their

rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if we fail

to complete our initial business combination within with the Combination Period.

However, if our founders acquire Public Shares in or

after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail

to complete our initial business combination with the Combination Period.

Our founders have agreed,

pursuant to a letter agreement with us (filed as an exhibit hereto), that they will not propose any amendment to our amended and restated

certificate of incorporation (i) that would modify the substance or timing of our obligation to allow redemption in connection with

our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination with the

Combination Period, or (ii) with respect to any other material provision relating to stockholders’ rights or pre-initial business

combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Common Stock upon approval

of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including

interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes divided by the number of then

outstanding Public Shares.

However, we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will

be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’

fees and commissions (so that we are not subject to the SEC’s “penny stock” rules).

If this optional redemption right

is exercised with respect to an excessive number of Public Shares such that we cannot satisfy the net tangible asset requirement (described

above) we would not proceed with the amendment or the related redemption of our Public Shares.

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining

out of the approximately $500,000 of proceeds held outside the Trust Account, although we cannot assure you that there will be sufficient

funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan

of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income earned

on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $50,000 of such accrued interest

to pay those costs and expenses.

If we were to expend all of

the net proceeds of the IPO and the sale of the Private Shares, other than the Trust Funds, and without taking into account interest,

if any, earned on the Trust Account, the per-share redemption amount received by stockholders upon our dissolution would be approximately

The Trust Funds could, however, become subject to the claims of our creditors which would have higher priority than the claims

of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially

less than $10.15.

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid

in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or

provided for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any,

we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have

all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving

any right, title, interest and claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders,

there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from

bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other

similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect

to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving

such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will

only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement

would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that

refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management

to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable

to find a service provider willing to execute a waiver.

In addition, there is no guarantee

that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the Trust Account for any reason.

Our Sponsor has agreed that it will be liable

to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business

with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15

per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes,

except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as

to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities

In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible

to the extent of any liability for such third party claims We have not independently verified whether the Sponsor has sufficient funds

to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company.

We have not asked

the Sponsor to reserve for such indemnification obligations.

Therefore, we cannot assure you that the Sponsor would be able to satisfy

those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial

business combination and redemptions could be reduced to less than $10.15 per public share.

In such event, we may not be able to complete

our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public

None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

In the event that the Trust

Funds are reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in the Trust Account as

of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of

interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or

that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal

action against the Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would

take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent

directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the

independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome

is not likely.

We have not asked the Sponsor to reserve for such indemnification obligations and we cannot assure you that the Sponsor

would be able to satisfy those obligations.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the

per-share redemption price will not be less than $10.15 per public share.

We will seek to reduce the

possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service

providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,

interest or claim of any kind in or to monies held in the Trust Account.

The Sponsor will also not be liable as to any claims under our

indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

We will have access

to up to approximately $700,000 from the proceeds of the IPO with which to pay any such potential claims.

In the event that we liquidate

and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our

Trust Account could be liable for claims made by creditors.

Under the DGCL, stockholders may

be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we

do not complete our business combination with the Combination Period may be considered a liquidating distribution under Delaware law.

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable

provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation,

a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating

distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser

of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder

would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion

of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete our

business combination within the Combination Period if we extend the period of time to consummate an initial business combination), is

not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant

to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption

distribution, instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our business combination

with the Combination Period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously

released to us to pay our taxes or for working capital purposes (less up to $50,000 of interest to pay dissolution expenses), divided

by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve

and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other

applicable law.

Accordingly, it is our intention to redeem our Public Shares as soon as reasonably possible following our 18th month and,

therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the

extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary

of such date.

Because we will not be complying

with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that

will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent

However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching

for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.)

or prospective target businesses.

As described above, pursuant to the obligation contained in our underwriting agreement, we will seek

to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account.

As a result of this obligation,

the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability

extending to the Trust Account is remote.

Further, the Sponsor may be liable only to the extent necessary to ensure that the amounts in

the Trust Account are not reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in the

Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net

of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of the

IPO against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be

unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition

or an involuntary bankruptcy petition is filed against us that is not dismissed, the Trust Funds could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.15 per share to our

public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is

not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either

a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover

some or all amounts received by our stockholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty

to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying

public stockholders from the Trust Account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought

against us for these reasons.

Our public stockholders will be

entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete

an initial business combination with the Combination Period, subject to applicable law, (ii) (a) in connection with a stockholder

vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation

to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we have not consummated

an initial business combination with the Combination Period, or (b) with respect to any other provision relating to stockholders’

rights or pre-initial business combination activity or (iii) our completion of an initial business combination, and then only in

connection with those Public Shares that such stockholder properly elected to redeem, subject to the limitations described in the S-1.

In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account.

In the event we seek stockholder

approval in connection with our business combination, a stockholder’s voting in connection with the business combination alone will

not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.

Such stockholder

must have also exercised its redemption rights as described above.

In identifying, evaluating

and selecting a target business for our initial business combination, we may encounter intense competition from other entities having

a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating

businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting

initial business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical,

human and other resources than we do.

Our ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay

cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our

initial business combination and our outstanding Warrants, and the future dilution they potentially represent, may not be viewed favorably

by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial

business combination.

Our executive offices are

located at 48 Bridge Street Building A, Metuchen, New Jersey 08840.

We currently have three executive

officers including Mr.

Xuedong (Tony) Tian, Chief Executive Officer, Dr.

Lei Xu, Chairwoman and President, and Ms.

Yuanmei Ma, Chief Financial

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of

their time as they deem necessary to our affairs until we have completed our business combination.

The amount of time they will devote

in any time period will vary based on the stage of the business combination process we are in.

We do not intend to have any full-time

employees prior to the completion of our business combination.

Periodic Reporting and Financial Information

We have registered our Units,

Class A Common Stock, Warrants and Rights under the Exchange Act and have reporting obligations, including the requirement that we file

annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain

financial statements audited and reported on by our independent registered public accountants.

We have filed a Registration Statement

on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject

to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend

our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our business combination.

We will provide stockholders

with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials

sent to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared

in accordance with U.S.

We cannot assure you that any particular target business selected by us as a potential acquisition candidate

will have financial statements prepared in accordance with U.S.

GAAP or that the potential target business will be able to prepare its

financial statements in accordance with U.S.

To the extent that this requirement cannot be met, we may not be able to acquire the

proposed target business.

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will

will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as

required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will

we be required to have our internal control procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley

Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with

the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Legal Proceedings

There is no material litigation,

arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

innovator and a prospective manufacturer of premium electric vehicles (“EVs”).

The Company has developed several proprietary

technologies which are the building blocks of the Thunder Power family of EVs.

Thunder Power Holdings, Inc., a Delaware corporation,

was incorporated in January 2022 as a blank check company under the name Feutune Light Acquisition Corporation (“FLFV”).

In June 2024, the Company completed its Business Combination with Thunder Power Holdings Limited (“Thunder Power”), which

resulted in Thunder Power becoming a wholly-owned subsidiary of the Company.

Thunder Power’s wholly-owned subsidiary, Thunder Power

New Energy Vehicle Development Company Limited, a company established in accordance with the laws and regulations of the British Virgin

Islands on October 19, 2016 (“TP NEV”), has developed several proprietary technologies which are the building blocks of the

Thunder Power family of EVs.

Thunder Power is a holding company with no operations that was incorporated under the laws and regulations

of the British Virgin Islands with limited liability on September 30, 2015.

You can find additional

information on our website at https://aiev.ai/.

The information contained on, or that can be accessed through, our website is not part of,

and is not incorporated into, this Annual Report on Form 10-K.

Our Business Divisions

We envision to structure

our operations into three different divisions:

vehicle development, strategic alliance and mergers and acquisitions, and trade and consulting,

each of which intend to address a large, fragmented market.

Vehicle Development

Thunder Power is strategically

focused on the development and production of electric vehicles (EVs) that combine timeless Italian design with an emphasis on delivering

a joyful and engaging driving experience at an accessible price point.

The Company’s vehicle development efforts are structured

around three core series:

Core Products, Niche Offerings, and Collaborative Projects.

At the heart of Thunder

Power’s product portfolio is the Compact City Car, which is scheduled for launch in 2027.

This model integrates Thunder Power’s

proprietary innovations, developed prior to its public listing, with state-of-the-art technical solutions.

The vehicle’s design

is led by renown European designer, ensuring a blend of functionality and aesthetic appeal.

We expect to outsource the initial production

to facilities in Italy, with an option for insourced production beginning in 2029.

Key features of our Compact

City Car include:

Craftsmanship:

An affordable, compact sports car that reflects Italian design, quality, and

driving spirit.

● Driver-Focused

Engineered for superior ride and handling, prioritizing driver engagement with

a human-centric design and minimal reliance on screens.

Advanced AI software offering personalized features such as maps, driving modes,

and individual settings to enhance the driving experience.

We intend to focus on achieving

symmetry of parts to simplify both manufacturing and assembly processes, adhering to niche manufacturing principles.

We also aim to to

minimize the number of unique components by promoting design repeatability.

The Compact City Car is planned to integrate a combination

of internal and external “off the shelf” parts alongside new development components, enhancing efficiency and reducing complexity

in production.

Compact City Car is designed to cater to a younger, urban demographic of first-time car buyers who value sustainability and view

their car as an extension of their identity and lifestyle.

The initial launch will target Taiwan as

a pilot market, with subsequent expansion planned in Asia and Europe .

Niche Offerings

Thunder Power’s niche

vehicle development focuses on creating high-impact, emotionally compelling products that prioritize personalization and unique design.

These offerings are positioned as complementary vehicles for households, rather than primary functional cars.

Leveraging its existing

chassis and technologies, we are well-position to develop and launch the Sports Coupe, a high-performance luxury vehicle that combines

European styling with superior craftsmanship and driving dynamics.

Drawing inspiration from other succesfful benchmarks, this model is

designed to deliver exceptional comfort and performance, with a targeted starting retail price of $100,000.

Production will be outsourced

We also expect to explore

opportunities in tailor-made retro vehicle development and restomod projects, leveraging its modular in-house chassis as a technological

These offerings are aimed at a younger generation of automotive enthusiasts who value vintage aesthetics but seek modern performance,

comfort, and eco-conscious functionality.

In particular, we intend to explore the “electromods” trend, which involve converting

classic cars to electric powertrains.

This approach provides a unique driving experience while reducing emissions, appealing to both

sustainability-minded and performance-driven customers.

Through these niche offerings,

we aim to establish ourselves as a key player in the luxury and specialty automotive markets, emphasizing the traditional values of driving

pleasure, craftsmanship, and grand touring.

Collaborative Projects

We actively pursue pursuing

joint venture and collaboration opportunities to expand its footprint in emerging automotive segments.

This includes leveraging its AIEV

design framework to enhance third-party platforms for exclusive markets.

One of the Company’s

primary areas of focus is the rapidly growing microcar segment, which offers a unique opportunity to bridge the gap between motorcycles

and traditional passenger vehicles.

Microcars are particularly well-suited for urban environments and have experienced significant growth

in Europe, with strong potential for further expansion in Asia.

According to McKinsey’s Future Mobility 2022 survey, the global

microcar market is projected to reach a total addressable value of $340 billion annually by 2030, driven by increased consumer demand

for sustainable and versatile urban mobility solutions.

The first Microcar project

is planned as a low-volume joint venture, leveraging the platform of an existing manufacturer, with production targeted to begin in 2026.

This model will incorporate Thunder Power’s signature Italian design elements.

A fully unique Microcar is anticipated to launch

from 2029, subject to achieving market-relevant retail pricing, which is currently under evaluation.

Mergers and Acquisitions (M&A)

We are committed to pursuing

a proactive mergers and acquisitions strategy, primarily targeting opportunities within the clean energy sector and related industries.

The focus will be on acquisitions that are immediately revenue-generating, reinforcing the Company’s financial position while creating

synergies with its core business.

On December 19, 2024,

we entered into a share exchange agreement with certain shareholders (“TW Shareholders”) of Electric Power Technology

Limited, a Taiwan corporation (“TW Company”).

On February 10, 2025, the Company and TW Shareholders executed an amendment to the Agreement (the “Amendment”, and together with the Agreement, the “Amended

Purusant to the terms of the Amended Agreement, upon completion of the transaction, the Company will hold

approximately 37.4% of TW Company’s total issued and outstanding shares.

The transaction is currently under review and subject

This transaction is expected to strengthen Thunder Power’s position in renewable energy while providing immediate

revenue streams

We also intend to explore

mergers and acquisition opportunities in artificial intelligence sector and related industries, which offer significant growth potential

and opportunities for technological and financial returns.

Acquisitions in this space

are expected to bring immediate revenue and profit to the Company while bolstering its expertise in advanced technologies.

is experiencing significant growth and increasing demand, driven by the rise of mobile devices, IoT, and cloud computing, along with

emerging technologies in sectors such as automotive (electric vehicles), data centers, and consumer electronics.

Rapid technological

advancements are leading to continuous improvements in storage capacity, speed, and efficiency, exemplified by innovations like 3D NAND

technology, which in turn enhances the value of patents and proprietary technologies.

Additionally, with the increasing emphasis on sustainability

initiatives and the expansion of applications includingaugmented reality (AR) and virtual reality (VR), we expect future demand for advanced

flash solutions and AI technologies continue to grow.

We will continue to focus

and evaluate potential targets which demonstrate innovative technologies, strong supply chain management, and a solid market position.

The company would assess their growth potential in emerging markets and their ability to adapt to technological changes and regulatory

requirements.

Trade and Consulting

At the core of our strategy

is to generate revenue during the capital-intensive vehicle development phase.

To achieve this, the Company plans to engage in complementary

activities that do not interfere with its core business operations but provide additional revenue streams and cash flow.

Vehicle Trading

As a precursor to building

a dealer network and cultivating sales contacts, we intend to engage in limited prestige vehicle trading.

This initiative will focus

on trading new and nearly-new vehicles in the European and Asian markets, leveraging the Company’s market expertise and industry

relationships.

In addition to its opportunity

to bringing cash flow, we also expect these trading activities to enable us establish valuable industry connections and insights, laying

the groundwork for a future dealer network and strengthening the Company’s presence in key markets.

We also intend to offer

design consulting services and licensing access to its patent portfolio as part of its broader strategy to monetize intellectual property

and technical expertise.

Capitalizing the Company’s

in-house design capabilities and patent portfolio, we plan to unlock additional revenue opportunities while maintaining ensuring cost

Thunder Power is an automotive

company that plans to use innovative EV technology to set new standards for sustainable transportation.

Thunder Power is negotiating

and securing licensing rights to intellectual property of its affiliates, which have developed the cutting-edge EV technology that

the Company believes could set a new benchmark for EVs.

Core to Thunder Power’s DNA is achievement of technical excellence, which

the Company hope to secure through licensing of intellectual property from its affiliates for proprietary technologies, such as the modular

flexible chassis system, wireless charging, multi-link suspension system, light weight engineering, BMS, TMS and the use of EV certain

Battery Pack.

Battery Pack is expected to utilize 18,650 cylindrical batteries in each EV, while the BMS is expected to control and monitor the

Battery Pack, which the Company views as extra high safety standards and an innovative charge-balancing system designed to slow

aging and degradation of the Battery Pack.

Battery Management

Thunder Power believes that the proprietary BMS is the most important and valuable part of the Battery Pack, indeed

of the entire EV.

The functional purpose of the proprietary BMS is to prolong the battery life cycle, improve passenger safety

by allowing EV operators to get to a safe location, and predict the potential for battery malfunctions.

To accomplish this, the BMS

modulates and monitors the temperature range, battery cell voltage limits, and power output limit when the EV is in operation.

BMS consists of local management units (“LMUs”), which monitor cell voltages and temperature in individual modules of

the Battery Pack.

This information is then collected and sent to the BMS, which monitors the overall voltage of each module and calculates

the state of charge (“SOC”) of the Battery Pack.

This enables the BMS to estimate the available power output and remaining

driving range of the EV, as well as determine the state of health (“SOH”) of the Battery Pack by predicting the potential

for battery failures through monitoring the voltage, temperature, and usage of the batteries.

The BMS Concept.

In the unlikely event of a critical failure, the BMS is intended to cut the high-voltage power to a lower voltage, ensuring

that the EV has sufficient power to reach a safe location.

Should a minor malfunction occur in a battery cell or module, the BMS

is able to detect the failure and inform the driver to schedule a maintenance appointment.

EV Traction Drivetrain (EV TDP)

The EV TDP has various core

competencies that are critical to the Company’s products.

We believe that the EV TDP is energy efficient.

The product contains

a synchronous motor with both PM (permanent magnet) and reluctance torque and has a high-fill factor bar-wound design.

The inverter drive

has a maximum efficiency vector control, which we believe could achieve high efficiency in a broad speed and power range.

Additionally,

we believe that it could benefit our EVs by providing a greater driving range and lower battery capacity requirements, as compared to

those of our competitors’ vehicles.

We believe that the EV TDP is scalable.

The product’s power range is believed to be 50~250

The EV TDP features a standardized stator diameter and its output power is varied by changing stack lamination;

therefore, we believe

that it allows a broad spectrum application for various types of EVs.

We believe that EV TDP is highly integrated with the liquid cooling

motor, inverter drive and gear, which in turn makes the EV TDP compact and lightweight, and optimized for system performance.

we believe that the EV TDP is cost effective.

The EV TDP has a low-pressure loss cooling tunnel design, integrated cooling jacket and

a motor frame design.

The Company does not hold

the intellectual property rights to the traction motor, all rights for which are owned by Mr.

Wellen Sham, the former chief executive

officer of Thunder Power, in his capacity as an individual inventor.

There is no licensing agreement in place for the EV TDP between

the Company and Mr.

The traction motor is demonstrated

Thunder Power does not hold the intellectual property rights to the traction motor, all rights for which are owned by Mr.

Sham in his capacity as an individual inventor.

There is no licensing agreement in place between the Company and Mr.

traction motor.

The above power train is

manufactured by Electric Power Technology Ltd (a Taiwanese public company, Taiwan List Co.

4529), an affiliate and one of the shareholders

of Thunder Power

In addition, as mentioned

below in the section under the heading ” Future Technology and Vehicle Programs ”, Thunder Power may explore the

potential of applying EV TDP in other commercial applications.

Intellectual Property

Thunder Power, as a holding

company, does not own any patents.

Patents are primarily owned by Thunder Power’s wholly owned subsidiary, TP NEV, except for the

EV TDP, the patent for which is owned by Mr.

Wellen Sham in his capacity as an individual inventor and patent holder.

licensing agreement in place between Thunder Power and TP NEV or Mr.

These patents are predominantly utility patents, with a number

of design patents.

Intellectual property is

important to our business.

Our commercial success depends on our ability to obtain, maintain and protect the intellectual property and

other proprietary technology that we develop or acquire the rights to, to operate without infringing, misappropriating or otherwise violating

the intellectual property and proprietary rights of others, and to prevent others from infringing, misappropriating or violating our

intellectual property and proprietary rights.

We expect to rely on a combination of patents, trademarks, trade secrets, know-how, continuing

technological innovation, confidential information and other measures to develop and maintain our proprietary position including through

personnel, contractor, consultant and third-party nondisclosure and invention assignment agreements and other contractual arrangements.

Regardless of the protective

measures that we may implement to safeguard our intellectual property and proprietary technology, there is always a risk that alterations

from our products or processes may provide sufficient basis for a competitor to avoid infringement claims.

In addition, the coverage

claimed in a patent application can be significantly reduced before a patent is issued and courts can reinterpret a patent’s scope

after issuance.

Many jurisdictions, including the United States, permit third parties to challenge issued patents in administrative

proceedings, which may result in further narrowing or even cancellation of patent claims.

We cannot provide any assurance that any patents

will be issued from our pending or any future applications or that any current or future issued patents will adequately protect our intellectual

For this and other risks related to our proprietary technology, inventions and improvements, please see the section under the

heading “Risk Factors.”

Through TP NEV, Thunder

Power is expected to have access to 154 issued U.S.

patents, once it secures a licensing agreement.

We hope to develop additional

intellectual property and proprietary technology as our engineering and validation activities ramp up.

Technologies that we expect to

have access to, through licensing agreements, and intend to invest in and develop include engineering software, drivetrain systems and

controls, infotainment, cybersecurity, telematics and electrical architecture hardware and software.

As we develop our technology, we

will continue to build our intellectual property portfolio, including by pursuing patent and other intellectual property protection when

we believe it is possible, cost-effective, beneficial, and consistent with our overall intellectual property protection strategy.

Generally, the terms of

individual issued patents extend for varying periods depending on the date of filing of the patent application or the date of patent

issuance and the legal term of patents in the countries in which they are obtained.

Generally, utility patents issued for applications

filed in the United States are granted a term of 20 years from the earliest effective filing date of a non-provisional patent

application, assuming the patent has not been terminally disclaimed over a commonly-owned patent or a patent naming a common inventor,

or over a patent not commonly owned but that was disqualified as prior art as the result of activities undertaken within the scope of

a joint research agreement.

The life of a patent, and the protection it affords, is therefore limited and once the patent lives of our

issued patents have expired, we may face competition, including from other competing technologies.

The duration of foreign patents varies

in accordance with provisions of applicable local law, but typically is also 20 years from the earliest effective filing date.

actual protection afforded by a patent may vary from country to country and can depend upon many factors, including the type of patent,

the scope of its coverage, the availability of patent term adjustments or extensions, the availability of legal remedies in a particular

country and the validity and enforceability of the patent.

As a result, our owned patent portfolio may not provide us with sufficient

rights to exclude others from commercializing products similar or identical to ours.

Furthermore, we rely upon

trade secrets and know-how, confidential information, unpatented technologies, continuing technological innovation and other proprietary

information to develop, protect and maintain our competitive position and aspects of our business that are not amenable to, or that we

do not presently consider appropriate for, patent protection and prevent competitors from reverse engineering or copying our technologies.

However, the foregoing rights, technologies and information are difficult to protect.

We seek to protect them by, in part, using confidentiality

agreements with our personnel and consultants and any potential commercial partners and collaborators and invention assignment agreements

with our personnel We also have implemented or intend to implement confidentiality agreements or invention assignment agreements with

our selected consultants and any potential commercial partners.

These agreements are designed to protect our proprietary information

and, in the case of the invention assignment agreements, to grant us ownership of technologies that are developed through a relationship

with a third party.

These agreements may be breached, and we may not have adequate remedies for any breach.

There can be no assurance

that these agreements will be self-executing or otherwise provide meaningful protection for our trade secrets or other intellectual

property or proprietary information.

In addition, our trade secrets may otherwise become known or be independently discovered by competitors.

To the extent that our commercial partners, collaborators, personnel and consultants use intellectual property owned by others in their

work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

Our commercial success will

also depend in part on not infringing, misappropriating or otherwise violating the intellectual or proprietary rights of third parties.

The issuance of third-party patents could require us to alter our development or commercial strategies, change our products or processes,

obtain licenses to additional third-party patents or other intellectual property or cease certain activities.

Our breach of any

license agreements or failure to obtain a license to proprietary rights that we may require to develop or commercialize our future products

or technologies may have an adverse impact on us.

Given that patent applications in the United States and certain other jurisdictions

are maintained in secrecy for 18 months or potentially longer, and since publication of discoveries in the scientific or patent

literature often lags behind actual discoveries, we cannot be certain of the patent protection being sought by third parties and/or the

priority of inventions covered by such patent applications.

Moreover, we may have to participate in interference, revocation, derivation,

re-examination, post-grant review, inter partes review or opposition proceedings brought by third parties or declared by the U.S.

and Trademark Office or an equivalent foreign body.

See “ Risk Factors ” for additional information regarding these

and other risks related to our intellectual property portfolio and their potential effect on us.

Patents Pertaining to the Battery Pack/BMS

patent applications

of the Company’s affiliate in connection with the Battery Pack/BMS innovations include:

Auto-detection and Self-exclusion of

Malfunctioned Battery Modules in an Electric Vehicle Battery Pack.

This technology is designed to allow the user to continue

driving the EV, albeit with fewer batteries and lower voltage, to reach a service center or a safer location.

This, in turn, is expected

to reduce the frequency of need for roadside assistance and associated maintenance costs.

The Communication

Structure of Battery Pack.

The technology collects modular data from the Battery Pack and then calculates and interprets

the data, sending the results to the vehicle control unit (“VCU”).

A key benefit of its innovation is the overall reduction

in Control Area Network (“CAN”) data volumes and lack of interference with other subsystems, ensuring greater communication

The Wireless Data

Transmission of the EV Battery Pack in Electric Vehicles.

The technology utilizes wireless technology to communicate between

the Battery Pack and the VCU, charger, and maintenance center.

The innovative design effectively reduces the amount of electrical

wiring required and could also be beneficial to swappable battery solutions (by avoiding connector corrosion).

Intelligent Charge

Balancing System.

Typically, EVs run multiple battery cells.

However, when one of the cells malfunctions, there is the potential

for the entire battery pack to malfunction or underperform.

Thunder Power’s innovation, through the application of independent

switching circuits, detects modular imbalances and eliminates them — thereby maintaining consistent performance levels.

A key benefit is that it slows Battery Pack aging and battery capacity degradation.

Thermal Management

System (“TMS”).

Thunder Power believes that its thermal management system (the “TMS”) controls the

vehicle temperature in a safe and efficient manner by taking an integrated approach to create a vehicle heating, drivetrain, and

temperature control unit.

The key benefit of Thunder Power’s design is the reduction in vehicle weight and energy requirements

that contribute to its extended driving range.

Unlike an internal combustion

engine (“ICE”), an EV uses electricity from batteries as a power source.

As a result, additional heaters and chillers are

required to better control the vehicle temperature in operation and provide cabin comfort.

The downside of heating and cooling devices

within conventional EVs is their power consumption.

TMS to heat or cool, can use up to 50% of all stored battery energy.

an EV’s TMS is critical to both driving range and energy efficiency.

The Company intends to use a proprietary integrated thermal

management system that is responsible for controlling heating, ventilation, and air conditioning, as well as drivetrain temperature and

battery temperature.

By regulating the operating

temperature of the vehicle, this technology increases the lifespan of sub-systems, including the Battery Pack.

Moreover, through what

the Company believes to be an efficient heating circuit design, dissipated heat from the electric power train, battery system, or other

electrical device can be recaptured and used for cabin heating.

The system is also intended to include environmental temperature monitoring,

which can determine the need to switch to different circulation loops to ensure optimal performance or activate pre-heating functionality

when operating in cold climates (crucial to Battery Pack functionality).

Patents Pertaining to the Thermal Management System (“TMS”)

Thunder Power’s affiliate

has filed U.S.

patent applications for several innovations in connection with the TMS which seek to reduce energy consumption and

allow for an extended range to the EVs.

Patents include:

Series and Parallel Structure of Thermal Management

System for Cabin Heater

Parallel Structure of Thermal Management System

for Cabin Heater

Radiator and AC heat Exchanger Airflow System

Double-way Coolant Pipe for Battery Cooling

Battery Pack/BMS and TMS Patent list

The following is a list of material patents currently expected

to be used by Thunder Power:

BATTERY PACK, BATTERY CHARGING STATION,

AND CHARGING METHOD

Battery Pack/BMS

POWER MANAGEMENT IN ELECTRIC VEHICLES

Battery Pack/BMS

BATTERY PACK AND CONNECTING CIRCUITS OF BATTERY MODULES

Battery Pack/BMS

BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING

Battery Pack/BMS

BATTERY PACKAGING AND INSERT MOLDING FOR ELECTRIC VEHICLES

Battery Pack/BMS

BATTERY COOLANT LOOP PAD FOR ELECTRIC VEHICLES

Battery Pack/BMS

POWER MANAGEMENT IN ELECTRIC VEHICLES

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH INTERNAL BUSBAR

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH BUSBAR GRID FIXATION

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH INTERNAL BUSBAR

Battery Pack/BMS

BATTERY SYSTEM ASSEMBLY PROCESS AND BATTERY SYSTEM

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH UNDERSIDE ARMOR

Battery Pack/BMS

BATTERY SYSTEM

Battery Pack/BMS

BATTERY SYSTEM

Battery Pack/BMS

INTELLIGENT VEHICLE CHARGING

Battery Pack/BMS

WIRELESS VEHICLE RECHARGING SYSTEM

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH FASTENER

Battery Pack/BMS

BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE

CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

Battery Pack/BMS

POWER MANAGEMENT IN ELECTRIC VEHICLES

Battery Pack/BMS

BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE

CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

Battery Pack/BMS

BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE

CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

Battery Pack/BMS

BATTERY SYSTEM ASSEMBLY PRESS AND PROCESS OF MANUFACTURING

A BATTERY SYSTEM ASSEMBLY

Battery Pack/BMS

BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH INTEGRATED COOLING PIPE

Battery Pack/BMS

BATTERY SYSTEM

Battery Pack/BMS

BATTERY MANAGEMENT SYSTEM

Battery Pack/BMS

INTEGRATED BUSBAR AND BATTERY CONNECTION

FOR ELECTRIC VEHICLE BATTERY PACKS

Battery Pack/BMS

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE

CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

Battery Pack/BMS

BATTERY SYSTEM ASSEMBLY PRESS AND PROCESS OF MANUFACTURING

A BATTERY SYSTEM ASSEMBLY

Battery Pack/BMS

BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH INTEGRATED COOLING PIPE

Battery Pack/BMS

BATTERY SYSTEM

Battery Pack/BMS

BATTERY MANAGEMENT SYSTEM

Battery Pack/BMS

INTEGRATED BUSBAR AND BATTERY CONNECTION FOR ELECTRIC

VEHICLE BATTERY PACKS

Battery Pack/BMS

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

BATTERY SYSTEM WITH HEAT EXCHANGE DEVICE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

METHODS AND SYSTEMS FOR BUSBAR COOLING

COOLED BUSBARS AND PLATE

THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM

VEHICLE RADIATOR V TYPE LAYOUT

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

BATTERY COOLANT LOOP PAD FOR ELECTRIC VEHICLES

COOLED BUSBARS AND PLATE

THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM

Micro Lens Array Lighting

The Company intends to leverage

Intelligent Micro Lens Array headlights created and engineered by its affiliate, which are expected to provide a homogeneous and luminant

light source.

Showroom rendering (source from Thunder Power):

Facilities and Production

In alignment with the our

focus on efficiency and scalability, we expect to conduct all short- and medium-term vehicle production through outsourcing partnerships

with established manufacturing facilities.

This approach enables the Company to leverage the expertise, resources, and infrastructure

of its production partners, ensuring high-quality manufacturing standards while maintaining flexibility to scale operations in response

to market demand.

For the longer term, Thunder

Power retains the option to transition to insourced production.

This potential shift will be carefully evaluated based on market conditions,

production volumes, and cost efficiencies, with the goal of enhancing operational control and capturing additional value across the manufacturing

This dual approach ensures that the Company remains agile and competitive while maintaining the ability to adapt its production

strategy to evolving business needs and industry dynamics..

Funding and Revenue

Thunder Power is a pre-revenue

company and has not generated any revenue from the sales of its vehicles.

We expect to generate revenue from the sale of our EV Models,

the sale and/or licensing of our technologies, and from any future research and development services that we may provide.

Go-To-Market Strategy

Thunder Power plans to establish

a comprehensive and well-structured network of dealer partners, designed to provide both sales and after-sales service, ensuring a seamless

and reliable customer experience.

These dealer partners will serve as key touchpoints for customers, offering personalized support, product

education, and maintenance solutions to uphold the brand’s commitment to quality and customer satisfaction.

This traditional dealership

model will be complemented by centrally coordinated marketing initiatives, aimed at driving brand visibility and delivering consistent

messaging across all markets.

Furthermore, to cater to evolving consumer preferences and the growing demand for convenience, Thunder

Power will also provide customers with the option to order vehicles directly through its online platform.

This dual-channel approach

allows the Company to reach a broader audience, offering the flexibility to engage with the brand in a manner that best suits individual

preferences, whether through in-person interactions at dealerships or the convenience of digital commerce.

Thunder Power anticipates

that it will face competition from both traditional automotive original equipment manufacturer (“OEMs”) and an increasing

number of newer companies focused on electric and other alternative fuel vehicles.

Thunder Power expects this competition to increase,

particularly as the transportation sector continues to shift towards low-emission, zero-emission or carbon neutral solutions.

Any of the Company’s

future vehicles are expected to compete with both traditional luxury internal combustion vehicles from established automotive OEMs and

electric and other alternative fuel vehicles from both new manufacturers and established automotive OEMs, many of which have entered

or have announced plans to enter the alternative fuel and EV market.

Many major automobile manufacturers, including luxury automobile

manufacturers, have EVs available today, and other current and prospective automobile manufacturers are also developing EVs.

numerous manufacturers offer hybrid vehicles, including plug-in versions, with which Thunder Power’s vehicles will also compete.

Thunder Power believes the

primary competitive factors on which it will compete include, but are not limited to:

quality, reliability and safety;

efficiency and charging speeds;

● technological

innovation, including with respect to AD/ADAS features;

to charging options;

styling and luxury;

options and customer experience;

team experience at bringing electric vehicles and other disruptive technologies to market;

● manufacturing

brand recognition and prestige;

Thunder Power believes that

it is favorably positioned to compete on the basis of these factors.

However, many of Thunder Power’s current and potential competitors

have substantially greater financial, technical, manufacturing, marketing and other resources than Thunder Power.

Thunder Power’s

competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing

and support of their products.

Additionally, many of Thunder Power’s competitors also have greater name recognition, longer operating

histories, larger sales forces, broader customer and industry relationships and other tangible and intangible resources that exceed Thunder

Furthermore, many of Thunder Power’s competitors operate with a traditional sales and dealer distribution model

for vehicles that may be viewed more favorably by potential customers.

These competitors also compete with Thunder Power in recruiting

and retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary

to, or necessary for, Thunder Power’s products.

Additional mergers and acquisitions in the EV and luxury automotive markets may

result in even more resources being concentrated in Thunder Power’s competitors.

Government Regulations and Credits

Environmental Regulations

Federal level:

In 2012 the Environmental

Protection Agency (“EPA”) adopted greenhouse gas emissions (GHG) standards for light duty vehicles produced in model years

2017 – 2025 (Control of Air Pollution from Motor Vehicles:

Tier 3 Motor Vehicle Emission and Fuel Standards, 79 FR 23414

In 2020 (The Safer Affordable Fuel-Efficient (SAFE) Vehicles Rule for Model Years 2021-2026 Passenger

Cars and Light Vehicles, 85 FR 24174 (Apr.

30, 2020)) and 2021 (Revised 2023 and Later Model Year Light-Duty Vehicle Greenhouse

Gas Emissions Standards, 86 FR 74434 (Dec.

30, 2021), the EPA revised and made more stringent its GHG standards and proposed and

finalized a rulemaking (the “2021 rulemaking”), respectively, for model years 2023 – 2026 light-duty passenger

Thunder Power’s production schedule starting in 2025 and covering 2026 will subjected to these more stringent GHG standards.

On April 22, 2021,

the Biden-Harris Administration announced a 50 to 52 percent target reduction from 2005 levels in GHGs by 2030, representing the

Nationally Determined Contribution (NDC) under the Paris Agreement.

This announcement was followed by Executive Order 14037

on August 5, 2021 (“Strengthening American Leadership in Clean Cars and Trucks”) reinforcing the goal of at least a

50 percent GHG reductions from new zero-emission vehicles sales by 2030.

In addition, in 2021 and 2022, respectively, Congress passed

the Infrastructure Investment and Jobs Act (Pub.

Law 117-58, Bipartisan Infrastructure Law) and the Inflation Reduction Act (Pub.

117-169) providing significant government-wide funding and support for GHG reductions, including funding for component technology

and infrastructure for the manufacture, sales and use of electric vehicles.

In 2023, the EPA under its

Clean Air Act (CAA) authority proposed new rules for light-duty vehicles with model years 2027 – 2032, specifically

“off-cycle and air conditioning credits, treatment of upstream emissions associated with zero-emission vehicles and plug-in hybrid

electric vehicles in compliance calculations, medium-duty vehicle incentive multipliers, vehicle certification and compliance, new

standards to control refueling emissions from incomplete medium-duty vehicles, battery durability and warranty requirements for

light-duty and medium-duty plug-in vehicles and minor amendments to requirements for aftermarket fuel conversions, importing

vehicles and engines, evaporative emission test procedures, and test fuel specifications for measuring fuel economy.” (Multi-Pollutant Emissions

Standards for Model Years 2027 and Later Light-Duty and Medium-Duty Vehicles, 88 Fed.

29184, Proposed Rule (May 5,

2023)) Any EVs Thunder Power, as a light-duty vehicle manufacturer (manufacturing vehicles between 8,501 and 14,000 pounds gross

vehicle weight rating (GVWR)), produces in 2027 to 2032 would be subjected to any final rules.

In addition, during production

periods from 2025 to 2032, Thunder Power would have to comply with two separate EPA rules on GHG reduction standards.

2022 Advanced Clean Cars II rule requires all new light-duty vehicles sold in the state of California to be zero-emission vehicles

at 29188, note 14, citing to the California Air Resources Board “California moves to accelerate to 100%

new zero-emission vehicle sales by 2035.” Also, Id .

note 15, citing the State of California Office of the

Governor, “Governor Newsom Announces California Will Phase Out Gasoline-Powered Cars & Drastically Reduce Demand for Fossil

Fuel in California’s Fight Against Climate Change”).

2021, in advance of Climate Week 2021, New York Governor Hochul signed Legislation (A.4302/A.2758) requiring all new light-duty vehicles

sold in the state of New York to be zero-emission vehicles by 2035.

note 17, citing Governor of New York Press

Office, “In Advance of Climate Week 2021, Governor Hochul Announces New Actions to Make New York’s Transportation Sector

Greener, Reduce Climate-Altering Emissions”).

Massachusetts:

not finalized, in 2022 the state of Massachusetts announced that it may ban sale of all new gas-powered vehicles by 2035.

note 18, citing Boston.com, “Following California’s lead, state will likely ban all sales of new gas-powered cars

in 2022, the Department of Ecology in the State of Washington issued a press release regarding its plan to require 100% of new passenger

cars and trucks to run on zero-emission technology by 2035.

note 20, citing Washington Department of Ecology “Washington

sets path to phase out gas vehicles by 2035.”).

Other States:

2022, the Associated Press (“AP”) reported that 17 states may follow California’s rule to require all new cars, pickups

and SUVs to be electric or hydrogen powered by 2035.

According to the AP article “under the EPA’s Clean Air Act, states must

abide by the federal governments standard vehicle emissions standards unless they at least partially opt to follow California’s

stricter requirements.” ( Id .

note 21, citing Associated Press, “17 states weigh adopting California’s electric

car mandate”).

States such as Virginia, Minnesota, Colorado and Pennsylvania are unsure to follow California’s new laws citing

climate differences and wanting to give consumers options.

International Zero-Emission Vehicle

In November 2021, ZEV announced that by 2035 its members will move to all ZEV sales.

( Id .) ZEV members

are Baden-Württemberg, British Columbia, California, Canada, Chile, Connecticut, Costa Rica, Germany, Maryland, Massachusetts, Netherlands,

New Jersey, New York, Norway, Oregon, Québec, Rhode Island, United Kingdom, Vermont, and Washington.

According to the EPA, “at

least 20 countries, as well as numerous local jurisdictions, have announced targets for shifting all new passenger car sales to zero-emission vehicles

in the coming years, including Norway (2025);

Austria, the Netherlands, Denmark, Iceland, India, Ireland, Israel, Scotland, Singapore,

Sweden, and Slovenia (2030);

Canada, Chile, Germany, Thailand, and the United Kingdom (2035);

and France, Spain, and Sri Lanka (2040).”

note 23, citing Environmental and Climate Change Canada, “Achieving a Zero-Emission Future for Light-Duty Vehicles:

Stakeholder Engagement Discussion Document December 17”).

Emissions Credits

In January 2023, Tesla

reported sales of carbon offset credits or carbon allowances to other manufacturers who failed to meet the emissions standards set by

the California Air Resources board (CARB) of USD 1.78 billion.

(Carbon Credits, Jennifer L., Tesla Carbon Credit Sales

Reach Record $1.78 Billion in 2022 , Jan.

27, 2023, available at https://carboncredits.com/tesla-carbon-credit-sales-reach-record-1-78-billion-in-2022 ).

Thunder Power expects to

earn carbon offset credits and other regulatory credits that it will sell to other manufacturers from its manufacture, sale, and/or registration

of Zero Emission Vehicles (“ZEVs”).

In addition, Thunder Power anticipated that it will be able to sell ZEV credits in up

to 12 Section 177 States such as California, Connecticut, Delaware, Maine, Maryland, Massachusetts, New Jersey, New York, Oregon,

Pennsylvania, Rhode Island, Vermont, and Washington.

Thunder Power may also expect to earn and sell U.S.

Department of Transportation’s

Corporate Average Fuel Economy (“CAFÉ”) credits, EPA’s greenhouse gas credits and credits earned or saleable

in other North American regions, UK, Europe, and Asia.

EPA Emissions and Certificate of Conformity

Act requires that Thunder Power obtain a Certificate of Conformity issued by the EPA and a California Executive Order issued by the California

Air Resources Board (“ CARB ”) certifying that its vehicles comply with applicable emissions requirements.

A Certificate

of Conformity is required for vehicles sold in the United States, and an Executive Order from the CARB is required for vehicles

sold in states that have adopted California standards.

CARB sets the California standards for emissions control for certain regulated

pollutants for new vehicles and engines sold in California.

States that have adopted the California standards as approved by EPA also

recognize the CARB Executive Order for sales of vehicles.

In addition to California, there are 13 other states that have either adopted

or are in the process of adopting the stricter California standards, including New York, Massachusetts, Vermont, Maine, Pennsylvania,

Connecticut, Rhode Island, Washington, Oregon, New Jersey, Maryland, Delaware and Colorado.

Although the Thunder Power

vehicles will have zero emissions, Thunder Power is required to seek an EPA Certificate of Conformity and, for vehicles sold in California

or any of the other 13 states that have adopted the stricter California standards, a CARB Executive Order.

Vehicle Safety and Testing

Thunder Power’s vehicles

will be subject to, and will be required to comply with, numerous regulatory requirements established by the National Highway Traffic

Safety Administration (“ NHTSA ”), including applicable U.S.

Federal Motor Vehicle Safety Standards (“ FMVSS ”).

Thunder Power intends that its family of EVs will fully comply with all applicable FMVSSs without the need for any exemptions, and we

expect future Thunder Power’s EVs to either fully comply or comply with limited exemptions related to new technologies.

Additionally,

there are regulatory changes being considered for several FMVSSs, and while Thunder Power anticipates compliance, there is no assurance

that Thunder Power will comply with such changes under the final versions as enacted.

As a U.S.-based manufacturer,

Thunder Power must self-certify that its EVs meet all applicable FMVSS, as well as the NHTSA bumper standard, or otherwise are exempt,

before its EVs can be sold in the United States.

Numerous FMVSS will apply to Thunder Power’s EVs, such as crash-worthiness

requirements, crash avoidance requirements and EV-specific requirements.

Thunder Power will also be required to comply with other

federal laws and regulations administered by NHTSA, including, among other things, ensuring its EVs do not contain defects related to

motor vehicle safety, recall requirements, the Corporate Average Fuel (CAFE) standards, Theft Prevention Act requirements, consumer information

labeling requirements, reporting required notices, bulletins and other communications, Early Warning Information reporting, foreign recall

reporting and owner’s manual requirements.

The Automobile Information

and Disclosure Act requires manufacturers of motor vehicles to disclose certain information regarding the manufacturer’s suggested

retail price, optional equipment and pricing.

In addition, this law allows inclusion of city and highway fuel economy ratings, as determined

Environmental Protection Agency (EPA), as well as crash test ratings as determined by NHTSA if such tests are conducted.

Thunder Power intends to

bring production in Europe and then expand its offerings within the U.S.

and outside of the U.S., and in connection with such expansion

its EVs will be subject to foreign safety, environmental and other regulations.

Many of those regulations are different from those applicable

and may require redesign and/or retesting.

For example, the European Union (“ E.U.

”) has established

new approval and oversight rules requiring that a national authority certify compliance with heightened safety rules, emissions limits

and production requirements before vehicles can be sold in each E.U.

member state, the initial of which rules were rolled out on September 1,

There is also regulatory uncertainty regarding how these rules will impact sales in the United Kingdom given its withdrawal from

These changes could impact the rollout of new vehicle features in Europe.

In addition to the various

territorial legal requirements Thunder Power is obligated to meet, Thunder Power’s family of EVs is engineered with the expectation

that it will deliver overall five-star performance in the two main voluntary vehicle safety performance assessment programs, the

New Car Assessment Program (“ NCAP ”) and the European New Car Assessment Programme (“ Euro NCAP ”).

Five-star is the maximum attainable score.

These independent organizations have introduced a number of additional safety related

tests aimed at improving the safety of passenger vehicles, both for occupants and pedestrians involved in collisions with vehicles.

of these tests are derived from legal requirements, such as side impact, but have higher performance requirements.

Others are unique

to the programs.

Areas covered by these tests in 2020 included:

Progressive Deformable Barrier;

Full Width Rigid Barrier;.

Mobile Side Impact Barrier;

Far Side Impact;

Vulnerable Road Users (Pedestrians

and Cyclists);

Safety Assist;

Rescue and Extrication

Automobile Manufacturer and Dealer Regulation

In the United States,

state laws regulate the manufacture, distribution, sale and service of automobiles, and generally require motor vehicle manufacturers

and dealers to be licensed in order to sell vehicles directly to residents.

Certain states do not permit automobile manufacturers to

be licensed as dealers or to act in the capacity of a dealer, or otherwise restrict a manufacturer’s ability to deliver or service

To sell vehicles to residents of states where Thunder Power is not licensed as a dealer, Thunder Power expects to conduct the

transfer of title out of the state.

In certain such states, Thunder Power expects to open studios that serve an educational purpose and

where the title transfer may not occur.

Some automobile dealer trade

associations may challenge the legality of Thunder Power’s operations and direct selling operations by OEMs in court and may use

administrative and legislative processes to attempt to prohibit or limit such OEMs’ ability to operate existing stores or expand

to new locations.

Certain dealer associations may also actively lobbied state licensing agencies and legislators to interpret existing

laws or enact new laws in ways not favorable to Thunder Power’s planned direct sales and service model.

Thunder Power expects dealer

trade associations to continue to lobby state licensing agencies and legislators to interpret existing laws or enact new laws in ways

not favorable to its business model;

however, Thunder Power intends to oppose such efforts to limit its ability to operate and intends

to proactively support legislation that enables its business model.

Should Thunder Power not

be allowed to develop relationships with the largest multi-brand and high-end brand dealers in the U.S.

it would be difficult

for it as a newcomer to the U.S.

EV market to gain a foothold in the U.S.

Thunder Power recognizes that its best strategy for

market penetration is to align itself with a U.S.

dealership network, especially for sale of the Coupe, and the eventual servicing

of its family of EVs.

Battery Safety and Testing Regulation

Thunder Power’s battery

packs are designed to conform to mandatory regulations that govern transport of “dangerous goods,” defined to include lithium-ion batteries,

which may present a risk in transportation.

The governing regulations, which are issued by the Pipeline and Hazardous Materials Safety

Administration, are based on the United Nation (“ U.N.

”) Recommendations on the Safe Transport of Dangerous Goods Model

Regulations and related U.N.

Manual Tests and Criteria.

The regulations vary by mode of shipping transportation, such as by ocean

vessel, rail, truck or air.

Prior to launch, Thunder Power plans to complete all applicable transportation tests for its battery packs,

demonstrating its compliance with applicable regulations.

Thunder Power intends to use lithium-ion cells in the high voltage battery

packs in its EVs.

The use, storage and disposal of battery packs is regulated under federal law.

Thunder Power’s battery packs

are intended to meet the applicable compliance requirements of the UN Manual of Tests and Criteria demonstrating its ability to ship

battery packs by any method.

These tests include:

Altitude simulation — simulating air transport;

Thermal cycling — assessing cell and battery

seal integrity;

Vibration — simulating vibration during transport;

Shock — simulating possible impacts during transport;

External short circuit — simulating an external

short circuit;

Overcharge — evaluating the ability of a rechargeable

battery to withstand overcharging.

Data Privacy and Security Laws

Numerous state, federal

and foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and

other personal information, and could apply now or in the future to our operations or the operations of our partners.

In the United States,

numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws

and consumer protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal

In addition, certain foreign laws govern the privacy and security of personal data, including health-related data.

and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance

efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions

on data processing.

Employees and Human Capital Resources

As of December 31, 2024,

we had 2 full-time employees.

None of our employees are represented by a labor union or party to a collective bargaining agreement.

Our human capital objectives

include retaining and incentivizing existing employees and recruiting and integrating new employees.

The principal purposes of our compensation

program, including our equity incentive plans, are to attract, retain and appropriately motivate employees, consultants and directors

through the granting of stock-based compensation awards and cash-based bonus awards.

Corporate Information

Our corporate office

is located at 221 W 9th St #848, Wilmington, DE 19801 and its telephone number is (909) 214-2482.

Our telephone number is (909) 214-2482.

Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form

10-K, and you should not consider information on our website to be part of this Annual Report on Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business