What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-03-06 · 56 added, 39 removed, 0 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Units began to trade on

the Nasdaq Capital Market, or Nasdaq, under the symbol “FLFVU” on June 16, 2022.

The Class A Common Stock, Warrants and Rights

comprising the Units began separate trading on Nasdaq on August 8, 2022, under the symbols “FLFV”, “FLFVW” and

“FLFVR”, respectively.

At March 4, 2024, there were

2 holders of record of our Class A Common Stock, 8 holders of record of our Class B Common Stock, 1 holder of record of our public units,

2 holders of record of our private units, 1 holder of record of our separately traded Warrants, and 1 holder of record of our separately

traded Rights.

The number of record holders was determined from the records of our transfer agent.

We have not paid any cash

dividends on our shares of Class A Common Stock to date and do not intend to pay cash dividends prior to the completion of an initial

business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements

and general financial condition subsequent to completion of an initial business combination.

The payment of any dividends subsequent to

an initial business combination will be within the discretion of our board of directors at such time.

It is the present intention of our

board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not

anticipate declaring any dividends in the foreseeable future.

In addition, our board of directors is not currently contemplating and does

not anticipate declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare

dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities

Simultaneously with the closing

of the IPO, we completed the Private Placement of 498,875 Private Units, including 478,875 Private Units to the Company’s Sponsor,

and 20,000 units to US Tiger, 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 Units are identical to the units

as part of the Units in the IPO, except that the Private Units are not transferable, assignable or salable (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.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

As a smaller reporting company,

we are not required to make disclosures under this Item.

Market for Registrant’s

Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed on the Nasdaq Capital

Market under the symbol “AIEV”.

Holders of Record

As of March 25, 2025, there

were 70,724,664 shares of common stock issued and outstanding held by approximately 55 stockholders of record.

The number of record holders

was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are

held in the names of various security brokers, dealers, and registered clearing agencies.

We have never declared or

paid any cash dividends on our capital stock.

We currently intend to retain all available funds and future earnings, if any, for the

operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial

condition, results of operations, capital requirements, business prospects and other factors the board of directors deems relevant, and

subject to the restrictions contained in any financing instruments.

Our ability to declare dividends may also be limited by restrictive

covenants pursuant to any other future debt financing agreements.

Recent Sales of Unregistered Equity Securities

Upon closing of the Business

Combination on June 21, 2024, the Sponsor had provided a total of $2,636,000 in working capital loans and elected to convert all such

working capital loans into 263,600 working capital units, which include 263,600 shares of common stock, par value $0.0001 per share,

263,600 warrants, each of which may be exercised into one share of common stock of the Company, and 263,600 rights, each of which

entitles the holder to receive one-tenth of one share of common stock of the Company at the closing of the Business Combination.

Company issued 289,960 shares of common stock to the Sponsor on June 21, 2024.

In connection with the Business

Combination, FLFV engaged a third party financial advisor to assist FLFV in locating target businesses, holding meetings with its

shareholders to discuss a potential business combination and the target business’ attributes, introduce FLFV to potential investors

that are interested in purchasing securities, assist FLFV in obtaining shareholder approval for the business combination and assist with

press releases and public filings in connection with a business combination.

On June 21, 2024, the Company issued 1,200,000 shares of

common stock to the financial advisor as service fees.

The fair value of the 1,200,000 shares of common stock issued to the financial

advisor was $3,072,000, calculated at $2.56 per share by reference to the Nasdaq closing price of the Company’s common stock

on June 21, 2024.

In March 2024, April 2024

and June 2024, the Company entered into certain private placement agreements with certain investors, pursuant to which the Company issued

1,310,740 shares of common stock, 44,940 shares of common stock and 1,155,513 shares of common stock, respectively.

The Company raised

an aggregated proceeds of $946,800 from these private placements.

On July 2, 2024, the sellers purchased and the Company issued additional

3,706,461 shares of the Company’s common stock pursuant to the Forward Purchase Agreement and Subscription Agreement.

made a prepayment shortfall of $150,000.

On August 20, 2024, the

Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the

“Registration Rights Agreement”) with Westwood Capital Group LLC, a Delaware limited liability company (“Westwood”),

pursuant to which Westwood has committed to purchase, subject to certain limitations, up to $100 million of the Company’s common

stock, par value $0.0001 per share (the “Total Commitment”).

In addition, the Company has agreed to pay Westwood a commitment

fee valued at $1,500,000 in the form of 150,000 shares of common stock (the “Commitment Shares”) or an amount of cash (up

to $1,500,000), depending on various factors.

Pursuant to the Purchase Agreement, the Company issued 150,000 shares of the Company’s

stock as commitment shares to Westwood.

Issuer Purchases of Equity Securities

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 5. Market for Registrant’s Common Equity