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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-06 · 2089 added, 1908 removed, 101 unchanged (98% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective

of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded,

processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also

designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief

executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management

evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),

the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the

Exchange Act.

Based upon that evaluation, our Chief Executive Officers and Chief Financial Officer concluded that during the period covered

by this report, our disclosure controls and procedures were not effective.

We do not expect that our

disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the

benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no

evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and

instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Management’s Annual Report on Internal Control over Financial

As required by SEC rules and

regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or

compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial

reporting at December 31, 2023.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013), which include 1) inadequate segregation of

duties within account processes due to limited personnel and 2) insufficient written policies and procedures for accounting, IT and financial

reporting and record keeping.

Based on our assessments and those criteria, management determined that we do not maintain effective internal

control over financial reporting as of December 31, 2023.

This Annual Report on Form

10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status

as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There have been no changes

in our internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and

management evaluated, with the participation of our Chief Executive Officer (the principal executive officer) and our Chief Financial

Officer (the principal financial officer), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) as of December 31, 2024.

Based upon the evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level,

as of September 30, 2024, we identified the material weakness that we are lack of sufficient financial reporting and accounting personnel

with appropriate knowledge of U.S.

GAAP and SEC reporting requirements to properly address complex U.S.

GAAP technical accounting issues

and prepare and review financial statements and related disclosures in accordance with U.S.

GAAP and reporting requirements set forth

Our management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i)

hiring a consulting firm with U.S.

GAAP experience to strengthen our financial reporting function;

(ii) establishing an ongoing program

to provide sufficient and appropriate training for financial reporting and accounting personnel, especially training related to U.S.

GAAP and SEC reporting requirement.

on Controls and Procedures

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Management’s Annual Report on Internal

Control Over Financial Reporting

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of the company’s registered public accounting firm.

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”).

our predecessor company prior to the consummation of the Merger, is a non-operating public, and the internal controls of the legal acquirer

no longer exist as of the assessment date.

We are not able to conduct an assessment of Thunder Power, a private operating company prior

to the Merger, and we are not able to account FLFV’s internal control over financial reporting in the period bewteen the consummation

date of the Merger and the assessment date.

Changes in Internal Control Over Financial

as discussed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d)

of the Exchange Act) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

and Procedures

management team, including our Chief Executive Officer and Interim Chief Financial Officer, believes that our disclosure controls and

procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives

and are effective at the reasonable assurance level.

However, the effectiveness of any internal control over financial reporting is subject

to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures,

and the inability to completely eliminate all potential for misconduct.

Because of the inherent limitations in all control systems, no

evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate

because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Because of the inherent limitations

in any cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Other Information

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Trading Plans

the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the company

adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term

is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth

information about our directors and executive officers as of the date of this annual report.

Xuedong (Tony) Tian

Chief Executive Officer, Director

Chairwoman and President

Chief Financial Officer

Directors, Executive Officers and

Corporate Governance

Current Directors and Executive Officers

The following table provides

information regarding our executive officers and members of our board of directors as of the date of this Annual Report on Form 10-K:

Christopher Nicoll

Chief Executive Officer

Interim Chief Financial

Director and Chairman of

Mingchih Chen (1)(2)(3)

Ferdinand Kaiser (1)(2)(3)

Kevin Vassily (1)(2)(3)

David Ping Li

Wenbing Chris Wang

Xuedong (Tony) Tian , Chief

Executive Officer, Mr.

Tian has been our Chief Executive Officer since March 2022 and has been our director since June 2022.

Tian has served as Managing Director and Head of Capital Markets at US Tiger Securities, Inc.

since October 2020.

From May 2012 to

October 2020, Mr.

Tian was the Founder and President of Weitian Group LLC, a corporate advisory and investor relations consultancy.

Tian was a sell-side equity analyst at various investment banks, including as Managing Director covering China at Merriman

Capital, Inc.

from June 2013 to January 2016;

Executive Director and Lead Analyst covering China Industrials and IT Outsourcing at Oppenheimer

from May 2011 to May 2012;

Vice President and Lead China Analyst at Ladenburg Thalmann & Co.

from May 2010 to

Senior Associate covering Networking, Hardware & IT Supply Chain at Ticonderoga Securities LLC from October 2009 to May

and Associate covering Semiconductor & Semiconductor Capital Equipment at Pacific Crest Securities LLC (now part of KeyBanc)

from April 2008 to September 2009.

Prior to his Wall Street career, Mr.

Tian also worked for Virgin Mobile USA as a Finance Manager –

Customer Analytics from June 2006 to March 2008 and for AT&T as a Finance Manager from January 2001 to March 2006.

an MBA degree from New York University, a M.A.

degree in Economics from the University of Connecticut and a M.S.

degrees in Land

Resources and Management from China Agricultural University.

Tian is a CFA charter holder and currently holds Series 7, 24, 63, and

Tian has also been the Chief Financial Officer and Director of Inkstone Feibo Acquisition Corporation, a special purpose

acquisition company to be listed on Nasdaq, since April 2022, and the Chief Financial Officer and Director of Aimfinity Investment Corp.

I, a special purpose acquisition company listed on Nasdaq, since March 2023.

Chairwoman and President.

Xu has been our Director and President shortly since our inception and has been our Chairwoman since

Between February 2021 and December 2022, Dr.

Xu served as the President and Chairwoman of Fortune Rise Acquisition Corporation,

a Nasdaq listed special purpose acquisition company.

Xu has served as the Executive President of Boya Foundation, a non-profit

educational charity organization since July 2019.

She has served as the Chairwoman of Peking University Alumni Association of Southern

California (PUAASC) since January 2020.

From January 2016 to December 2019, she served as the President and Director of

Since December 2018, Dr.

Xu has served as a limited partner at Seraph Group, an established global investment firm investing

in early-stage companies in strategic high-growth sectors such as transportation, aerospace, digital media, sensors, social connectivity,

advanced medical devices, health science, data analytics, smart mobility, and ecommerce efficiency.

Xu has been a professor in

the Department of Geography & the Environment at California State University – Fullerton since August 2006.

degrees in Geography from McMaster University, and Bachelor’s degree from Peking University with a major in Urban

and Environmental Sciences and a minor in Economics.

Chief Financial Officer.

Yuanmei Ma has been our Chief Financial Officer shortly since our inception.

Ma has served as the Chief

Financial Officer of Mayrock Automotive Inc., a zero-emission commercial mobility company in California since September 2020.

February 2021 and December 2022, Ms.

Ma served as the Chief Financial Officer of Fortune Rise Acquisition Corporation, a Nasdaq listed

special purpose acquisition company.

Ma was the director of investor relation at Highpower International Inc., from August 2016

to November 2019;

when it was listed on Nasdaq (Formerly Nasdaq:

From July 2010 to June 2013, Ms.

Chief Financial Officer for Baosheng Steel Inc.

She was Chief Financial Officer of Yihe Pharmaceutical Company Ltd.

between August 2009

to June 2010;

and Chief Financial Officer of Zhongpin Inc., (Formerly Nasdaq:

HOGS), from September 2005 to October 2008.

Ma holds an Executive MBA degree from both INSEAD Business School and Tsinghua University and a Bachelor’s degree in Accounting

from Arkansas State University.

Kevin Vassily, Independent

Vassily has extensive working experience as a senior management team member serving private and public companies.

is a director nominee of Fortune Joy International Acquisition Corporation and of Inkstone Feibo Acquisition Corporation, two special

purpose acquisition companies (“SPAC”) seeking Nasdaq listing, and a member of the board of directors of Denali Capital Acquisition

Member of the audit committee.

Member of the compensation

Member of the nominating

and corporate governance committee.

Executive Officers

Christopher Nicoll

serves as our Chief Executive Officer and a member of the Board.

Since 2021, Mr.

Nicoll operated the Auto Advisory Board Ltd.

as a business owner and a commercial automotive consultant, through which he takes on diverse automotive projects and interim roles including,

without limitation, implementing commercial, financial and logistics processes for a start-up, supervised technical conversion, homologation

and emissions testing, and advised a major European dealer group on its international product launch.

Nicoll has previously served

in the capacity of the managing and commercial director of AGT Europe between 2018 and 2020, where he launched the official EU import

for Dodge cars, Ram trucks and MOPAR spare parts.

Between 2015 and 2018, Mr.

Nicoll was the head of marketing and business development

at TPEV where he oversaw start-up EV projects such as, without limitation, R&D activities in Italy, and led cross-functional commercial

and engineering teams.

From 2010 through 2014, Mr.

Nicoll held the positions of the head of global network development, head of APAC

region, and head of EMEA region at Lotus Cars.

Nicoll received a BA in Business Administration from Middlesex University in the UK

and a Diplom Betriebswirt from the Reutlingen University in Germany.

serves as our Interim Chief Financial Officer since September 16, 2024.

Previously, Mr.

Ho was part of Thunder Power since 2015, where

he played a pivotal role in corporate finance, financial planning and analysis, human resources, and corporate governance.

Over his tenure

with Thunder Power he was instrumental in driving strategic decision-making, optimizing resource allocation, and ensuring regulatory

Prior to that, Mr.

Ho held regional roles in the insurance and luxury retail industries from 2012 to 2015.

During this period,

he leveraged his expertise in taxation and human resources cost analysis in Assicurazioni Generali S.p.A.

and Gucci Group, respectively.

This experience provided him with a comprehensive understanding of the financial and operational challenges faced by multinational corporations

in different sectors.

Prior to that, Mr.

Ho began his career at KPMG in 2009, where he specialized in taxation.

During the three-year

tenure with KPMG, Mr.

Ho gained valuable insight into tax regulations and frameworks, and developed a strong foundation in financial

planning and compliance.

Ho graduated from Monash University (Accounting and Finance) in Australia in 2008, and Mr.

Ho is a Certified

Public Accountant.

serves as an Independent Director and Chairman of the Board of Directors of the Company following his appointment by the Board of Directors

on November 28, 2024.

Chen currently serves as Assistant Professor in the Master of Global Entrepreneurial Management Program at

Fu Jen Catholic University and CEO of the Taipei-Ningbo Exchange Foundation.

He holds independent directorships at several publicly listed

companies including Oceanic Beverages Co., Inc., Skardin Industrial Corp., Electric Power Technology Limited, and ACpay Co., Ltd.

Chen holds a Ph.D.

in Business Administration from Fu Jen Catholic University, a Ph.D.

in Physical Education from National Taiwan Sport

University, and is currently a Ph.D.

candidate in Sustainable Energy Technology at National Taiwan University of Science and Technology.

Ferdinand Kaiser

serves as an Independent Director of the Company following his appointment by the Board of Directors on November 28, 2024.

will serve as Chair of the Compensation Committee.

Kaiser currently serves as COO Project Manager at SANLUCAR in Austria.

to 2020, he served as Manager Central EU EMEA at DODGE RAM AGT Europe AG, where he was responsible for automotive business management

across the EU-27 region.

From 2016 to 2018, he was Assistant Vice President of Procurement at Thunder Power Electric Vehicle Limited.

Previously, he held several CEO positions within FIAT Group companies, including CEO & Country Manager for FIAT S.p.a Owned Dealer

Europe EMEA and CEO & Brand Country Manager for JEEP & Lancia.

Kaiser holds an Academic Diploma in Business Administration

from the Vienna University of Economics and Business (Wirtschaftsuniversität Wien).

Mingchih Chen serves

as an independent member of the Board since September 11, 2024.

Chen is a highly accomplished professional with a strong background

in industrial engineering and academia.

With her extensive educational and professional experience, Ms.

Chen has made significant contributions

to various institutions.

Chen pursued her education at Texas A&M University in the United States.

She obtained her Doctoral degree

in Industrial Engineering from Texas A&M University from January 1991 to December 1993.

Prior to that, she completed her master’s

degree in industrial engineering from September 1989 to December 1990.

Chen also holds a bachelor’s degree in industrial engineering

from Chung-Yuan Christian University in Taiwan, which she completed from September 1984 to June 1988.

Throughout her career, Ms.

has held various academic positions and made significant contributions to the field of business administration and industrial engineering.

From August 2021 to July 2023, she served as the Executive Director of the Artificial Intelligence Development Center at Fu Jen Catholic

She also held the position of Director and Professor at Fu Jen Catholic University’s Graduate Institute of Business

Administration in New Taipei City from August 2015 to July 2023.

Chen has been a Professor at Fu Jen Catholic University’s

Graduate Institute of Business Administration since February 2013.

Prior to that, she served as an Associate Professor at the same institution

from August 2010 to January 2013.

Her academic career also includes positions as an Associate Professor at Chaoyang University of Technology’s

Department of Industrial Engineering and Management in Wufeng, Taiwan, from August 1997 to July 2010, and as an Associate Professor at

Ming-Chuan University’s Department of Business Management in Taipei, Taiwan, from August 1994 to July 1997.

Chen’s professional

experience extends beyond academia.

She worked as an Industrial Engineer at Phillip Electronics Company in Chung-Li, Taiwan, from June

1988 to July 1989.

In addition, she served as a Post-doctoral Research Associate under Dr.

Way Kuo at Texas A&M University from January

1994 to July 1994.

With her broad expertise in industrial engineering and business administration, Ms.

Chen will bring valuable insights

and strategic guidance to our Board.

Her extensive academic and professional background ensures that the company benefits from her wealth

of knowledge and experience.

Kevin Vassily serves

as an independent member of the Board.

Vassily has extensive working experience as a senior management team member serving private

and public companies.

Vassily has served as an independent director of FLFV since June 2022.

Vassily is a director of the board

of directors of Denali Capital Acquisition Corp.

since April 2022, and a member of the board of directors of Aimfinity Investment Corp.

I since March 2023, two SPACs listed on Nasdaq.

In January 2021, he was appointed Chief Financial Officer, and in March 2021, became a member of the board of directors of iPower Inc.

In January 2021, he was appointed Chief Financial Officer, and in March 2021, became

a member of the board of directors of iPower Inc.

IPW), an online hydroponic equipment retailer and supplier.

Prior to joining iPower, from 2019 to January 2021, Mr.

Vassily served

as Vice President of Market Development for Facteus, Inc., a financial analytics company focused on the Asset Management industry.

March 2019 through Janurary 2020, he served as an advisor at Woodseer Global, a financial technology firm providing global dividend forecasts.

Prior to joining

iPower, from 2019 to January 2021, Mr.

Vassily served as Vice President of Market Development for Facteus, Inc., a financial analytics

company focused on the Asset Management industry.

From October 2018 through its acquisition in March 2020, Mr.

Vassily served as an advisor at Go Capture (which was acquired by Deloitte

China in 2020), where he was responsible for providing strategic, business development, and product development advisory services for

the company’s emerging “Data as a Service” platform.

Since February 2020, Mr.

Vassily has served as a director of Zhongchao

ZCMD), a provider of healthcare information, education and training services to healthcare professionals and the public

Vassily served as an advisor

at Go Capture (which was acquired by Deloitte China in 2020), where he was responsible for providing strategic, business development,

and product development advisory services for the company’s emerging “Data as a Service” platform.

Since February 2020,

Vassily has served as a director of Zhongchao Inc.

ZCMD), a provider of healthcare information, education and training services

to healthcare professionals and the public in China.

Since July 2018, Mr.

Vassily has also served as an advisor at Prometheus Fund, a Shanghai-based merchant bank/private equity

firm focused on the “green” economy.

Vassily has also served as an advisor at Prometheus Fund, a

Shanghai-based merchant bank/private equity firm focused on the “green” economy.

From April 2015 through May 2018, Mr.

Vassily served as an associate director of research

at Keybanc Capital Markets Inc.

From June 2010 to April 2015, he served as the director of research at Pacific Epoch, LLC (a wholly-owned

subsidiary of Pacific Crest Securities LLC).

From May 2007 to May 2010, he served as the Asia Technology business development representative

and as a senior analyst at Pacific Crest Securities.

From July 2003 to September 2006, he served as senior research analyst in the semiconductor

technology group at Susquehanna International Group, LLP.

From September 2001 to June 2003, Mr.

Vassily served as the vice president and

senior research analyst for semiconductor capital equipment at Thomas Weisel Partners Group, Inc.

Vassily began his career on Wall

Street in August 1998, as a research associate covering the semiconductor industry at Lehman Brothers.

served as an associate director of research at Keybanc Capital Markets Inc.

From June 2010 to April 2015, he served as the director of

research at Pacific Epoch, LLC (a wholly-owned subsidiary of Pacific Crest Securities LLC).

From May 2007 to May 2010, he served as the

Asia Technology business development representative and as a senior analyst at Pacific Crest Securities.

From July 2003 to September

2006, he served as senior research analyst in the semiconductor technology group at Susquehanna International Group, LLP.

From September

2001 to June 2003, Mr.

Vassily served as the vice president and senior research analyst for semiconductor capital equipment at Thomas

Weisel Partners Group, Inc.

Vassily began his career on Wall Street in August 1998, as a research associate covering the semiconductor

industry at Lehman Brothers.

He holds a B.A.

in liberal arts

from Denison University and an M.B.A.

from the Tuck School of Business at Dartmouth College.

David Ping Li , Independent

Li has more than 25 years of experience in the finance and investment industries.

Li is vice president of Finance at

Anthem & Song Pictures since February 2015 and vice president of International Finance at AGBO Films LLC (part-time from June 2020

to July 2022), both co-founded by the Russo brothers, who directed Avengers:

Infinity War , Avengers:

End Game , Captain

The Winter Soldier and Captain America:

From January 2012 to December 2014, Mr.

Li was managing director of Strategic

Investment, Open Innovation at Koninklijke Phillips N.V.

PHG), a global electronics company.

From November 2008 to December 2011,

Li was investment director at Intel Capital, the investment division of Intel Corporation with focus on investments in the technology,

media, and telecom sector.

From January 2004 to October 2008, Mr.

Li served as managing director at ChinaVest Inc., a venture capital

firm responsible for identifying, evaluating and executing investments to achieve financial returns.

From February 2002 to July 2003,

Li served as Chief Financial Officer of Great Wall Technology Co.

Ltd., a publicly traded diversified technology company.

senior associate in the Investment Banking Division of Donaldson, Lufkin & Jenrette (acquired by Credit Suisse First Boston) from

September 1998 to December 2001.

From November 2008 to October 2019, Mr.

Li served as independent director and chairman of the audit committee

of Highpower International, Inc., a lithium battery company listed on NASDAQ (stock ticker:

Li graduated from Peking University

with a Bachelor of Arts degree in Biochemistry.

He received a master’s degree in Molecular Biology from Columbia University and

an MBA in finance from the Wharton School of University of Pennsylvania.

Wenbing Chris Wang ,

Independent Director.

Wang has extensive experience as a senior management team member serving private and public companies.

June 2021, Mr.

Wang has served as Chief Financial Officer of Phoenix Motor Inc.

Wang was the senior

vice president of finance of SPI Energy Co., Ltd (Nasdaq:

SPI) and interim CFO of PEV from November 2020 to June 2021.

Prior to joining

Wang served as Chief Executive Officer of Redwood Group International, a Hong Kong-based merchant bank focused on Greater- China

growth and venture opportunities, from February 2017 to November 2020, and a partner with SAIF Xinhuihuang Asset Management Co., Ltd.

from December 2018 to March 2020.

Prior to that, Mr.

Wang served as President of Fushi Copperweld, Inc.

(previously NasdaqGS:

2009 to 2016 and its Chief Financial Officer from 2005 to 2010.

At Fushi Copperweld, Mr.

Wang led the company’s public listing on

the Nasdaq and the acquisition of Copperweld Bimetallics in 2007, $290 million in total equity and debt financing from 2005 to 2012, and

its $345 million privatization transaction in 2012.

Prior to that, Mr.

Wang worked for Cornerstone China Opportunities Fund, Redwood Capital,

Credit Suisse, VCChina from 1999 to 2005 with progressive responsibilities.

Wang obtained a BSc from the University of Science and

Technology Beijing and an MBA degree in Finance and Corporate Accounting from the University of Rochester.

Wang is currently a board

member of IT Tech Packaging, Inc.

ITP) starting from October 2009.

Our directors and officers

will play a key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial

acquisition transaction.

Except as described below and under “ Directors, Executive Officers and Corporate Governance —

Conflicts of Interest ,” none of these individuals is currently a principal of or affiliated with a public company or blank

check company that executed a business plan similar to our business plan.

We believe that the skills and experience of these individuals,

their collective access to acquisition opportunities and ideas, their contacts, and their transaction expertise should enable them to

identify successfully and effect an acquisition transaction, although we cannot assure you that they will, in fact, be able to do so.

Director Independence

NASDAQ listing standards require

that a majority of our board of directors be independent as long as we are not a controlled company.

An “independent director”

is defined under the Nasdaq rules generally as a person other than an officer or employee of the company or its subsidiaries or any other

individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s

exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that each of

Wang is an “independent director” as defined in the NASDAQ listing standards and applicable SEC

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Audit Committee

Since our IPO, we have an

audit committee of the board of directors.

Wang serve as members of our audit committee.

chairman of the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of

the audit committee all of whom must be independent.

Wang are independent.

Each member of the audit committee

is financially literate and our board of directors has determined that Mr.

Li qualifies as an “ audit committee financial expert ”

as defined in applicable SEC rules.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered

public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent auditors;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory, or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

in liberal arts from Denison University and an M.B.A.

from the Tuck School of Business at

Dartmouth College.

Christopher Nicoll serves as a

member of the Board.

For a brief biography of Mr.

Nicoll, please see above under “ Executive Officers .”

Role of Board

in Risk Oversight

One of the key functions

of the Board is the informed oversight of our risk management process.

The Board does not have a standing risk management committee,

but rather administers this oversight function directly through the Board as a whole, as well as through the standing committees of the

Board that address risks inherent in each committee’s respective area of oversight.

In particular, the Board is responsible for

monitoring and assessing strategic risk exposure and the audit committee has the responsibility of considering and discussing financial

risk exposure and the steps management should take to monitor and control such exposure, including implementing guidelines and policies

to govern the process by which risk assessment and management is undertaken.

Board Composition

Our Board consists of five members.

The Board consists of the following members:

● Christopher

Chen ChiWen, Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily and their terms

will expire at the annual meeting of stockholders to be held in 2025;

The Board is expected to

annually undertake a review of the independence of each director.

Based upon information requested from and provided by each director

concerning his or her background, employment, and affiliations, including family relationships, the following members of the Board were

determined by the Board not to have a relationship that would interfere with the exercise of independent judgment in carrying out the

responsibilities of a director and that each of Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily are considered to be “independent”

as that term is defined under Nasdaq rules.

In making these determinations,

the Board has considered the current and prior relationships that each non-employee director has with the Company and all other facts

and circumstances that the Board deems relevant in determining their independence, including the beneficial ownership of the Company’s

capital stock by each non-employee director.

Board Committees

The standing committees

of the Board consist of the Audit Committee, the Compensation Committee and a Nominating and Corporate Governance Committee, each of

which has the composition and the responsibilities described below.

Additionally, from time to time, special committees may be established

under the direction of the Board, as and when the Board deems it necessary or advisable to address specific matters.

The Chief Executive Officer

and other executive officers regularly report to the non-executive directors and each standing committee to ensure effective

and efficient oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

The members of our audit

committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily.

Vassily is the Chair of the audit committee and an “audit

committee financial expert,” as that term is defined under the SEC rules implementing Section 407 of SOX, and possesses financial

sophistication, as defined under the rules of Nasdaq.

The Company’s audit committee has the following functions, among others:

such other functions as the board of directors may from time to time assign to the audit

the performance, independence and qualifications of Thunder Power’s independent auditors

and determining whether to retain Thunder Power’s existing independent auditors or

engage new independent auditors;

the integrity of Thunder Power’s financial statements and Thunder Power’s compliance

with legal and regulatory requirements as they relate to financial statements or accounting

the integrity, adequacy and effectiveness of Thunder Power’s internal control policies

and procedures;

the audit committee report required by the SEC to be included in Thunder Power’s annual

proxy statement;

the scope and results of the audit with Thunder Power’s independent auditors, and reviewing

with management and Thunder Power’s independent auditors Thunder Power’s interim

and year-end operating results;

● establishing

and overseeing procedures for employees to submit concerns anonymously about questionable

accounting or auditing matters;

Thunder Power’s guidelines and policies on risk assessment and risk management;

and approving related-party transactions;

and reviewing a report by Thunder Power’s independent auditors at least annually that

describes Thunder Power’s independent auditors internal quality control procedures,

any material issues raised by review under such procedures, and any steps taken to deal with

such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and non-audit services to be performed by

Thunder Power’s independent auditors.

The Company’s audit committee operates

under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

The foregoing summary

of the audit committee’s functions and responsibilities does not purport to be complete and is subject to the provisions of the

audit committee’s charter, which is filed with the registration statement of which this prospectus forms a part, which should be

read carefully and in its entirety.

Compensation Committee

Since our IPO, we have a compensation

committee of the board of directors.

The members of our Compensation Committee are Mr.

Vassily serves

as chairwoman of the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of

the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives, and determining and approving the remuneration

(if any) of our Chief Executive Officer’s based on such evaluation in executive session at which the Chief Executive Officer is

and approving the compensation of all of our other executive officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments, and other special compensation and benefit arrangements for our executive officers and

a report on executive compensation to be included in our annual proxy statement;

evaluating, and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing,

as indicated above, other than reimbursement of expenses and the business combination fee that we have agreed to pay to the Representatives,

in connection with our business combination, no compensation of any kind, including finders, consulting or other similar fees, will be

paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they

render in order to complete the consummation of the business combination although we may consider cash or other compensation to officers

or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our business combination.

it is likely that prior to the consummation of the business combination, the compensation committee will only be responsible for the review

and recommendation of any compensation arrangements to be entered into in connection with such business combination.

The current charter of the

Compensation Committee also provides that the compensation committee may, in its sole discretion, retain, or obtain the advice of a compensation

consultant, legal counsel, or other adviser and will be directly responsible for the appointment, compensation, and oversight of the work

of any such adviser.

Before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser,

however, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and

Director Nominations

We do not have a standing

nominating committee.

In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a

director nominee for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily

carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will

also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees

to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders

that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

The members of our compensation committee are

Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily.

Ferdinand Kaiser serves as Chair of the compensation committee.

The Company has adopted

a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

the retention of compensation consultants and outside service providers and advisors;

and approving, or recommending that the Thunder Power Board approve the compensation of Thunder

Power’s executive officers, including annual base salary, annual incentive bonuses,

specific performance goals relevant to their compensation, equity compensation, and employment;

and recommending to the Thunder Power Board the compensation of Thunder Power’s directors;

● administering

and determining any award grants under Thunder Power’s 2024 Plan;

and evaluating succession plans for the executive officers;

the compensation committee report required by the SEC to be included in Thunder Power’s

annual proxy statement;

● periodically

reviewing Thunder Power’s practices and policies of employee compensation as they relate

to risk management and risk-taking incentives.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser

and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging

or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider

the independence of each such adviser, including the factors required by Nasdaq and the SEC.

The foregoing summary of the compensation

committee’s functions and responsibilities does not purport to be complete and is subject to the provisions of the compensation

committee’s charter, which is filed with the registration statement of which this prospectus forms a part, which should be read

carefully and in its entirety.

and Corporate Governance Committee

The members of the Company’s nominating

and corporate governance committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily.

Chen serves as Chair of the nominating

and corporate governance committee.

The Company has adopted a nominating and corporate governance committee charter, which details the

purpose and responsibility of the nominating and corporate governance committee, including:

● identifying,

evaluating, and recommending individuals qualified to become members of the Board and its

the performance of the Board and of individual directors;

and recommending corporate governance guidelines to the Board;

an annual evaluation of the Board and management.

The nominating and corporate

governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

The foregoing summary of the nominating and corporate governance committee’s functions and responsibilities does not purport to

be complete and is subject to the provisions of the nominating and corporate governance committee’s charter, which is filed with

the registration statement of which this prospectus forms a part, which should be read carefully and in its entirety.

Code of Business

We have adopted a Code of

ethics that applies to all of our executive officers, directors and employees.

The code of ethics codifies the business and ethical principles

that govern all aspects of our business.

Clawback Policy

We adopted a clawback policy

on November 29, 2023 that applies to our executive officers (the “Policy”) in order to comply with Nasdaq rules, which were

approved by the SEC in June of 2023.

The Policy took effect on November 29, 2023.

The policy gives the Compensation Committee the discretion to require

executive officers to reimburse us for any Erroneously Awarded Compensation (as defined in the Policy) that was based on financial results

that were subsequently restated as a result of that person’s misconduct.

Conflicts of Interest

Although we do not believe

any conflict currently exists between us and the founders, affiliates of our founders may compete with us for acquisition opportunities.

If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity.

In addition, investment ideas generated

within our founders may be suitable for both of us and for an affiliate of founders and may be directed to such entity rather than to

Neither our founders nor members of our management team who are also employed by or affiliated with our founders will have any obligation

to present us with any opportunity for a potential initial business combination of which they become aware, unless presented to such member

specifically in his or her capacity as an officer or director of the company.

Our founders and/or our management team, in their capacities

as employees or affiliates of our founders or in their other endeavors, may be required to present potential business combinations to

future founders’ affiliates or third parties, before they present such opportunities to us.

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which

such officer or director is or will be required to present initial business combination opportunities to such entity.

Accordingly, in

the future, if any of our officers or directors becomes aware of an initial business combination opportunity which is suitable for an

entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such opportunity to such entity.

We do not believe, however, that any fiduciary duties or contractual obligations

of our officers arising in the future would materially undermine our ability to complete our business combination.

Our amended and restated

certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

officers or directors may become an officer or director of any other special purpose acquisition company with a class of securities registered

under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we enter into a definitive agreement regarding

our initial business combination or we have failed to complete our initial business combination by March 21, 2023 (or up to March 21,

2024 if we extend the period of time to consummate an initial

business combination).

In the event that we submit our

business combination to our stockholders for a vote, our founders have agreed to vote any Founder Shares and Private Shares held by them

and any Public Shares purchased during or after the offering in favor of our business combination and our officers and directors have

also agreed to vote any Public Shares purchased during or after the offering in favor of our business combination.

Additionally, as a general

matter, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business

opportunities to a corporation if:

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of

multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities

meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that

we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer

that opportunity to us without violating another legal obligation.

is a table summarizing the entities to which our executive officers, and directors currently have fiduciary duties or contractual obligations:

Entity’s Business

Xuedong (Tony) Tian

US Tiger Securities, Inc.

Broker/Dealer

Managing Director, Head of Capital Markets

Inkstone Feibo Acquisition Corporation

Chief Financial Officer and Director

Aimfinity Investment Corp.

Chief Financial Officer and Director

Boya Foundation

Peking University Alumni Association of Southern California

California State University, Fullerton

Investment Firm

Executive President

Limited Partner

Mayrock Automotive Inc.

Commercial mobility

Chief Financial Officer

Kevin Vassily

Zhongchao Inc.

Prometheus Fund

Denali Capital Acquisition Corp.

Manufacturing

Investment Fund

Chief Financial Officer

Inkstone Feibo Acquisition Corporation

Director Nominee

Aimfinity Investment Corp.

David Ping Li

AGBO Films LLC

Anthem & Song LLC

Entertainment

Vice President, International Finance

Wenbing Chris Wang

Phoenix Motor Inc.

Commercial vehicle company

Chief Financial Officer

Our stockholders shall be

aware that Mr.

Xuedong (Tony) Tian, one of our founders and Chief Executive Officer and Director, is also the Managing Director and Head

of Capital Markets of US Tiger Securities, Inc., a representative of the underwriters in the IPO.

In connection with such engagement,

we would pay fees in an amount that constitutes a market rate for comparable transactions.

The payment of such fee would likely be conditioned

upon the completion of the initial business combination.

US Tiger is an investment banking and advisory firm which provides advice on

mergers and acquisitions, financial restructurings, valuation and capital structure to companies, institutions and governments.

is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination.

While US Tiger may become aware of a potential transaction that is an attractive opportunity for us, US Tiger will not have any duty or

other obligation to offer acquisition opportunities to us.

In addition, our officers and directors may have a duty to offer acquisition

opportunities to clients of US Tiger or our other affiliates or other entities to which they owe duties.

As a result, our affiliates and

their respective clients may compete with us for initial business combination opportunities in the same industries and sectors as we may

target for our initial business combination.

If any of them decide to pursue any such opportunity, we may be precluded from procuring

such opportunities.

Conflicts may arise from US

Tiger’s affiliation with us, its provision of services both to us and to third-party clients, as well as from actions undertaken

by US Tiger for its own account.

US Tiger is often engaged as a financial advisor, or placement agent, to corporations and other entities

and their directors and managers in connection with the sale of those entities, their assets or their subsidiaries.

Clients generally

require US Tiger to act exclusively on their behalf and as a result and/or for other reasons, we may be precluded from attempting to acquire

securities of the business being sold or otherwise participating as a buyer in the transaction.

Alternatively, US Tiger may be a financial

advisor to a target business that we pursue an initial business combination with and US Tiger may receive fees from the target business

in connection with an initial business combination.

US Tiger also represents potential buyer’s businesses and may be incentivized

or obligated to direct an opportunity to one of these buyers in lieu of us, thereby eliminating or reducing the investment opportunity

available to us.

In the event that we submit

our initial business combination to our stockholders for a vote, our founders, officers and directors have agreed to vote any Founder

Shares and Private Shares held by them and any public shares purchased during or after the offering (excluding public shares purchased

by the anchor investors in the offering, if any) in favor of our initial business combination and our officers and directors have also

agreed to vote any public shares purchased during or after the offering in favor of our initial business combination.

Change of Director

On October 2, 2023, Mr.

Davidov resigned from his position as an independent director, and a member of the Audit Committee and Compensation Committee of the of

Board of Directors of the Company, effective immediately after the appointment of his successor.

Michael Davidov’s resignation

is not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

The same day, the Board of Directors

appointed Mr.

Wenbing Chris Wang to serve as an independent director of the Company, effectively immediately.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities

Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more

than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership

and reports of changes in ownership of our shares of Common Stock and other equity securities.

These executive officers, directors, and

greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting

Based solely upon a review

of such forms furnished to us during the most recent fiscal year, or written representations that no Forms 5 were required, we believe

that that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors,

and security holders required to file the same during the fiscal year ended December 31, 2023.

Business Conduct that applies to the Company’s directors, officers, and employees, including our principal executive officer, principal

financial officer, principal accounting officer or controller or, persons performing similar functions.

The Code of Business Conduct

is available on our website at www.aiev.ai/en .

We intend to disclose any amendments to or waivers of our Code of Business

Conduct in a Current Report on Form 8-K.

Information contained on our website is not incorporated by reference into this prospectus

and should not be considered to be part of this prospectus.

Insider Trading

Our board of directors has

adopted an Insider Trading Policy which prohibits trading based on “material, nonpublic information” regarding our company

or any company whose securities are listed for trading or quotation in the United States.

The policy covers all officers and directors

of the company and its subsidiaries, all other employees of the company and its subsidiaries, and consultants or contractors to the company

or its subsidiaries who have or may have access to material non-public information and members of the immediate family or household of

any such person.

The policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq

listing standards.

The policy is filed as an exhibit to this Annual Report on Form 10-K.

Our board of directors has

adopted a clawback policy, which provides that in the event we are required to prepare an accounting restatement due to noncompliance

with any financial reporting requirements under the securities laws or otherwise erroneous data or we determine there has been a significant

misconduct that causes financial or reputational harm, we shall recover a portion or all of any incentive compensation.

The policy is

filed as an exhibit to this Annual Report on Form 10-K.

Committee Interlocks and Insider Participation

None of the members of our

compensation committee is or has been an officer or employee of the Company.

None of our executive officers currently serves, or in the

past fiscal year has served, as a member of the board of directors, or compensation committee (or other board committee performing equivalent

functions) of any entity that has one or more executive officers serving on the Board or compensation committee.

on Liability and Indemnification of Directors and Officers

Our Charter contains certain

provisions permitted under the DGCL related to the liability of directors and officers.

These provisions eliminate the personal liability

for monetary damages resulting from a breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL.

also provide that we may indemnify our directors and officers to the fullest extent permitted by the DGCL and also provide that we must

pay expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by the

DGCL, subject to very limited exceptions.

These provisions may discourage

stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect

of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might

otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay

the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions,

the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented

and experienced officers and directors.

Non-Employee Director

The Board reviews director

compensation periodically to ensure that director compensation remains competitive such that the Company is able to recruit and retain

qualified directors.

The Company is in the process of developing a board of directors’ compensation program that is designed to

align compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to

attract, retain, incentivize, and reward directors who contribute to the long-term success of the Company.

Compliance with Section 16(a) of the Exchange

Section 16(a) of the Exchange

Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities

to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies

of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations

from certain reporting persons, we believe that during the year ended December 31, 2024, all reports applicable to our executive officers,

directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

Executive Compensation

Summary Compensation Table

The following table summarizes

the compensation awarded to, earned by, or paid to Thunder Power’s executive officers for the fiscal years ended December 31,

2024 and 2023.

Name and Principal Position

Christopher Nicoll

Chief Executive Officer

Former Chief Executive Officer

Director of Financial Planning &

In June 2023, Thunder Power issued 17,008,312 shares

of Thunder Power’s common stock at $0.058 per share to Mr.

Wellen Sham to settle certain of Thunder Power’s then-outstanding liabilities.

On the issuance date, the fair value of the common stock was $0.063 per share, and the fair value of the common stock exceeding Thunder

Power’s then-outstanding liabilities was $461,566, which was deemed as share-based compensation to Mr.

For additional information, see “ Note 7 — Common Stocks ” and “ Note 9 — Share-Based Compensation

— Other Share-Based Compensation ” to the notes to Thunder Power’s audited consolidated financial statements.

Elements of Compensation

Our compensation program

for NEOs consists of the following elements of compensation, each described in greater depth below:

● performance-based

● equity-based

incentive compensation;

Base salaries are an annual

fixed level of cash compensation to reflect each NEO’s performance, role and responsibilities, and retention considerations.

Performance-Based Bonus

To incentivize management

to drive strong operating performance and reward achievement of our company’s business goals, our executive compensation program

includes performance-based bonuses for NEOs.

Our Compensation Committee has established annual target performance-based bonuses for each

NEO during the first quarter of the fiscal year.

Equity Compensation

We may pay equity-based

compensation to our NEOs in order to link our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby

ensuring that such NEOs have a continuing stake in our long-term success.

General Benefits

Our NEOs are provided with

other fringe benefits that we believe are commonly provided to similarly situated executives.

Employment Agreements

We have not entered into any

employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Officers and Director Compensation

None of our officers or directors

has received any cash compensation for services rendered to us, except that our Sponsor agreed to transfer an aggregated amount of 505,000

Founder Shares to our officers, directors, secretary and their designees prior to the closing of the IPO, among which, (i) 141,000

Founder Shares were transferred to Mr.

Xuedong (Tony) Tian, our Chief Executive Officer and Director, (ii) 153,000 Founder Shares

were transferred to Dr.

Lei Xu, our Chairwoman and President, (iii) 141,000 Founder Shares were transferred to Ms.

Ma, our Chief Financial Officer, (iv) 10,000 Founder Shares were transferred to Ms.

De Mi, our secretary, and (v) each

20,000 Founder Shares were transferred to each of Messrs.

Kevin Vassily, David Ping Li, Michael Davidov, our independent directors

(Michael Davidov resigned from his position as an independent director on October 2, 2023).

Other than as set forth elsewhere in the Prospectus,

no compensation of any kind, including finder’s and consulting fees, will be paid to our founders or any of their respective affiliates,

for services rendered prior to or in connection with the completion of our initial business combination although we may consider cash

or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial

business combination.

In addition, our officers, directors or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable initial business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our founders

or their affiliates.

After the completion of our business

combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation

materials furnished to our stockholders in connection with a proposed business combination.

We have not established any limit on the amount

of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation

will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible

for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the

board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority

of the independent directors on our board of directors.

Following the business combination,

to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth

information regarding the beneficial ownership of our Common Stock as of the date of this annual report, by:

person known by us to be the beneficial owner of more than 5% of the shares of our outstanding Common Stock;

of our officers and directors;

of our officers and directors as a group.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially

owned by them.

The following table does not reflect record of beneficial ownership of the Warrants or Rights included in the Units sold

in the IPO as Warrants are not exercisable until the later of 30 days after the completion of our initial business combination, or 12

months from the closing of the IPO.

As of the date hereof, there are 5,542,368 shares of Class A Common Stock issued and outstanding and

2,443,750 shares of Class B common stock issued and outstanding.

Name and Address of

Beneficial Owner (1)

Percentage of

Outstanding All

(as converted) (Total)

Feutune Light Sponsor LLC (2)(3)

Sau Fong Yeung (2)

Verakin JX (U.S.) Inc.

Xuedong (Tony) Tian

Effective July 27, 2022,

we executed an employment agreement with Stephan Kim for Mr.

Kim to serve as our full time Chief Financial Officer, effective immediately.

Kim shall receive a monthly payment of $12,000 ($144,000 annually) as compensation for his services, and we granted $56,000 worth

of restricted stock units (RSUs), which vested 3 months after employment and can be sold after one year.

The employment agreement is

an at-will agreement and is terminable by either party at any time.

Except as set forth above

we do not currently have employment agreements with any of our NEOs .

Employment Agreements

Prior to the Business Combination,

Thunder Power did not entered into employment agreements with Messrs.

Wellen Sham, Chiu Wai Jo or Pok Man Ho.

Following the Business

Combination, on September 24, 2024 and September 25, 2024, Thunder Power AI Subsidiary, Inc.

(“TPAI”) Thunder Power’s

Hong Kong branch, entered into certain employment agreements with Ho Pok Man and Christopher Nicoll, respectively.

Based on the employment

agreement by and between TPAI and Ho Pok Man (the “Ho Agreement”), effective September 16, 2024, TPAI shall pay Mr.

fixed monthly salary of US$8,000, payable in arrears on the sixth of each month (pro rated for the months if that period of service is

less than one calendar month).

In addition, TPAI also agreed to issue to Mr.

Ho a total of 100,000 the Company’s Common Stock every

year (in two instalments, one on January 1, the other on June 1) under the Company’s 2024 Omnibus Equity Incentive Plan.

may also be subject to certain discretionary bonus in form of either cash or options, or both, if the Company’s financial target

Nicoll Agreement

Based on the employment

agreement by and between TPAI and Christopher Nicoll (the “Nicoll Agreement”), effective July 1, 2024, TPAI shall pay Mr.

Nicoll a fixed monthly salary of US$5,000 for the first 3 months of the employment and US$10,000 since then, payable in arrears on the

sixth of each month (pro rated for the months if that period of service is less than one calendar month).

In addition, TPAI also agreed

to issue to Mr.

Nicoll a total of 200,000 of the Company’s Common Stock every year, payable on the first day of each quarter, in

four equal instalments, under the Company’s 2024 Omnibus Equity Incentive Plan.

Nicoll may also be subject to certain discretionary

bonus in form of either cash or options, or both, if the Company’s financial target is achieved.

Director Compensation

None of the non-employee directors received

compensation during the fiscal years ended December 31, 2024 and 2023 for services rendered to the Company.

Rule 10b5-1 Sales Plans

Our directors and executive

officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or

sell shares of our Common Stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant

to parameters established by the director or executive officer when entering into the plan, without further direction from them.

director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any

Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when

they are not in possession of material non-public information, subject to compliance with the terms of our insider trading policy.

sale of any shares under such a plan will be subject to the Lock-Up Agreements, to the extent that the selling director

or executive officer is a party thereto.

Growth Company Status

The Company is an “emerging

growth company,” as defined in the Jobs Act.

As an emerging growth company, it is exempt from certain requirements related to executive

compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating

to the ratio of total compensation of its chief executive officer to the median of the annual total compensation of all of its employees,

each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and

Consumer Protection Act.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table sets

forth, as of the date of this annual report, the beneficial ownership information of each current director, including each nominee for

director, of the Company, as well as the Company’s executive officers, and the executive officers and directors as a group.

is no person known to the Company to beneficially own 5% or more of the outstanding shares of the Company’s common stock.

of beneficial ownership is based on 70,724,664 shares of the Company’s common stock outstanding as of the date of this annual report.

Beneficial ownership is determined

in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with

respect to the securities.

Ownership information for those persons who beneficially own 5% or more of the shares of the Company’s

common stock is based upon filings by such persons with the SEC and other information obtained from such persons, if available.

The beneficial ownership

percentages set forth in the table below are based on 70,724,664 shares of Common Stock issued and outstanding as as of the date of this

annual report, which includes the Earn Out Shares held by Continental Stock Transfer & Trust Company and do not take into account

the issuance of any shares of Common Stock upon the exercise of Public Warrants or Sponsor Warrants.

In computing the number of shares

of Common Stock beneficially owned by a person, we deemed to be outstanding all shares of Common Stock subject to warrants and convertible

notes held by the person that are currently exercisable or convertible or may be exercised or converted within 60 days of January 24,

The Company did not deem these shares outstanding, however, for purpose of computing the percentage of ownership of any other person.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities

named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.

and Address of Beneficial Owner (1)

Directors and Named Executive Officers:

Christopher Nicoll

Mingchih Chen

Ferdinand Kaiser

Kevin Vassily

David Ping Li

All executive officers, directors, and secretary as a group (6 individuals)

* Less than 1%.

(1) Unless otherwise noted, the business address of each of the

following entities or individuals is c/o Feutune Light Acquisition Corporation, 48 Bridge Street Building A, Metuchen, New Jersey 08840.

(2) Our Sponsor is the record holder of Founder Shares reported

Sau Fong Yeung, a U.S.

permanent resident, is the sole manager of our Sponsor, and as such may be deemed to have sole

voting and investment discretion with respect to the Founder Shares and Private Shares held by our Sponsor.

(3) Our Sponsor is the record holder of Founder Shares reported

Sam Yu is a member of our Sponsor with 41.38% of ownership interests, and as such may be deemed to hold 41.38% of the

beneficial ownership of the Founder Shares and Private Shares held by the Sponsor.

Sam Yu is a U.S.

(4) Our Sponsor is the record holder of Founder Shares reported

Verakin JX (U.S.) Inc., a Delaware corporation, is a member of our Sponsor with 17.24% of ownership interests, and as such may

be deemed to hold 17.24% of the beneficial ownership of the Founder Shares and Private Shares held by the Sponsor.

The Founder Shares and Private

Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us entered into by our founders.

Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the Founder Shares, 50% of Founder

Shares may not be transferred, assigned or sold until the earlier to occur of:

(a) six months after the date of the consummation of our

initial business combination, or (b) the date on which the closing price of our Common Stock equals or exceeds $12.50 per share (as adjusted

for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing

after our initial business combination and the remaining 50% of the Founder Shares may not be transferred, assigned or sold until six

months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial

business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all

of our stockholders having the right to exchange their shares for cash, securities or other property, and (ii) in the case of the Private

Shares, until 30 days after the completion of our initial business combination, except in each case (a) to our founders, any affiliates

or family members of any of our founders, direct and indirect equity holders, (b) in the case of an individual, by gift to a member of

the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or

an affiliate of such person, or to a charitable organization;

upon death of the individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales

or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities

were originally purchased;

(f) in the event of our liquidation prior to the completion of our initial business combination;

virtue of the laws of Delaware or our founders’ limited liability company agreement upon dissolution of our founders, provided,

however, that in the case of clauses (a) through (e), or (g) these permitted transferees must enter into a written agreement agreeing

to be bound by these transfer restrictions.

In addition, in order to finance

transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are

not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust

Account to repay such loaned amounts but no Trust Funds would be used for such repayment.

Up to $3,000,000 of such loans may be convertible

into Private Shares at $10.00 per share at the option of the lender.

The terms of such loans by our officers and directors, if any, have

not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than

our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver

against any and all rights to seek access to funds in the Trust Account.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Founder Shares and Private Units

On February 2, 2022, the Sponsor

acquired 2,443,750 Founder Shares of for an aggregate purchase price of $25,000, or approximately $0.01 per share.

Our Sponsor also agreed to

transfer an aggregated amount of 505,000 Founder Shares to our officers, directors, secretary and their designees prior to the closing

of the IPO, among which, (i) 141,000 Founder Shares were transferred to Mr.

Xuedong (Tony) Tian, our Chief Executive Officer

and Director, (ii) 153,000 Founder Shares were transferred to Dr.

Lei Xu, our Chairwoman and President, (iii) 141,000 Founder

Shares were transferred to Ms.

Yuanmei Ma, our Chief Financial Officer, (iv) 10,000 Founder Shares were transferred to Ms.

Mi, our secretary, and (v) each 20,000 Founder Shares were transferred to each of Messrs.

Kevin Vassily, David Ping Li, Michael

Davidov, our independent directors (Michael Davidov resigned from his position as an independent director on October 2, 2023).

agreements were executed immediately prior to the closing of the IPO on June 21, 2022.

sale of the Founders Shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

The fair value of the 505,000 shares granted to the Company’s management and directors less estimated

forfeitures of 75,650 shares was $107,712 for a total of 429,350 shares or $0.25 per share.

The Founders Shares were granted subject

to a performance condition (i.e., the occurrence of a business combination).

Compensation expense related to the Founders Shares is recognized

only when the business combination is consummated under ASC 718.

As such no stock-based compensation expense has been recognized.

compensation would be recognized at the date a business combination is consummated in an amount equal to the number of Founders Shares

with estimated forfeiture times the grant date fair value per share (unless subsequently modified) less the amount initially received

for the purchase of the Founders Shares .

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.

The founders have agreed not

to transfer, assign or sell 50% of its Founder Shares until the earlier to occur of:

(A) six months after the date of the consummation

of the Company’s initial business combination, or (B) the date on which the closing price of the Company’s Common Stock equals

or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading

days within any 30-trading day period commencing after the Company’s initial business combination and the remaining 50% of the Founder

Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s initial business

combination, or earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummates a

subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having

the right to exchange their shares for cash, securities or other property.

As more fully discussed in

the section of this report entitled “ Directors, Executive Officers and Corporate Governance — Conflicts of Interest,”

if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business

of any entity to which he or she has then-current fiduciary or contractual obligations, including our founders, he or she will honor

his or her fiduciary or contractual obligations to present such opportunity to such entity.

Our officers and directors currently have

certain relevant fiduciary duties or contractual obligations to other entities that may take priority over their duties to us.

than as set forth elsewhere in this report, no compensation of any kind, including finder’s and consulting fees, will be paid to

our founders, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial

business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to

be paid either prior to or in connection with our initial business combination.

In addition, these individuals will be reimbursed for

any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing

due diligence on suitable initial business combination.

Our audit committee will review on a quarterly basis all payments that were made

to our founders, advisors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our

Promissory Note

On March 21, 2023, the Extension

Payment 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.

connection with the Extension Payment, the Company issued a promissory note to the Sponsor (the “Note”).

The Note is non-interest bearing

and payable (subject to the waiver against trust provisions) upon the date on which the Company consummates its initial business combination.

The principal balance may be prepaid at any time, at the election of the Company.

The holder of the Note has the right, but not

the obligation, to convert the Note, in whole or in part, into Private Units of the Company, as described in the Prospectus, by

providing the Company with written notice of its intention to convert the Note at least two business days prior to the closing of

the Company’s initial business combination.

The number of Private Units to be received by the holder of the Note in connection

with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the holder,

by (y) $10.00.

$600,000 of the Extension Payment was deposited by the Company’s Sponsor and $377,500 was deposited by the

Company from its working capital account in lieu of the Sponsor, pursuant to the Short-Term Loan to the Company, which provides

for repayment on or before March 31, 2023.

The Short-Term Loan was repaid in full on March 24, 2023.

Following the Special Meeting,

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.

As a result, the Company currently has sought nine Monthly Extensions

to have until March 21, 2024 to complete an initial business combination.

Working Capital Loans

In addition, in order to finance

transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are

not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust

Account to repay such loaned amounts but no Trust Funds would be used for such repayment.

Up to $3,000,000 of such loans may be convertible

into Private Shares at $10.00 per share at the option of the lender.

The terms of such loans by our officers and directors, if any, have

not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than

our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver

against any and all rights to seek access to funds in our Trust Account.

As of December 31, 2023, the Company had $485,000 of borrowings under

the working capital loans.

After our initial business

combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation

materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution

of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable,

as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration

rights agreement with respect to the Private Shares sold in the Private Placement, the Private Shares issuable upon conversion of working

capital loans (if any), and the Founder Shares.

RELATED PARTY POLICY

We have not yet adopted a

formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above were

not reviewed, approved or ratified in accordance with any such policy.

We have adopted a code of

ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board

of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our code of ethics,

conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee

of indebtedness) involving the company.

We have adopted code of ethics.

In addition, our audit committee

is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative

vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to

approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

Without a meeting,

the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits

information about related party transactions.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee or officer.

To further minimize conflicts

of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders

unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member

of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

Furthermore, other than as set forth elsewhere in this report and the S-1, no finder’s fees, reimbursements or cash payments will

be made to our founders, existing advisors, or our or their affiliates, for services rendered to us prior to or in connection with the

completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire

subsequent to the IPO to be paid either prior to or in connection with our initial business combination.

In addition, the following payments

will be made to our founders or their affiliates, none of which will be made from the Trust Funds prior to the completion of our initial

All directors and officers as a group (5 individuals)

Five Percent Holders

Wellen Sham (2)

Represents less than 1

otherwise indicated, the business address of each of the following entities or individuals is 221 W 9th St #848, Wilmington, DE 19801.

(2) Includes:

(a) 10,834,898

shares of Common Stock held of record by Electric Power Technology Ltd, a Taiwanese public company listed in Taiwan (Taiwan List Co.

4529), of which Mr.

Sham is a chairperson.

Sham and Ling Houng Sham have a 19.36% interest in the ordinary shares of Electric Power

Technology Ltd, and companies with which Mr.

Sham is affiliated with have a 20.31% interest in the ordinary shares of Electric Power

Technology Ltd.

Accordingly, Mr.

Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly

by Electric Power Technology Ltd.

Sham and Ling Houng Sham disclaim beneficial ownership of the shares held of record by Electric

Power Technology Ltd.

The principal business address of Electric Power Technology Ltd is 4F, No.

632 Guangfu South Road, Da’an

District, Taipei Taiwan.

(b) 4,129,066

shares of Common Stock held of record by Old Gen Holdings LLC, a Delaware limited liability company, of which Mr.

Sham is the primary

Accordingly, Mr.

Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly

by Old Gen Holdings LLC.

The principal place of business of Old Gen Holdings LLC is 108 W 13th St, Ste.

100, Wilmington DE 19801.

shares of Common Stock held of record by Ling Houng Sham, wife of Mr.

(d) 2,183,887

shares of Common Stock held of record by Mr.

Wellen Sham, former Chief Executive Officer of Thunder Power prior to consummation of the

Business Combination.

● Reimbursement

for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

of loans which may be made by our founders or an affiliate of our founders to finance transaction costs in connection with an intended

initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect

Up to $3,000,000 of such loans may be convertible into working capital shares, at a price of $10.00 per share at the option

of the lender.

Our audit committee will review

on a quarterly basis all payments that were made to our founders or their affiliates.

Securities Authorized for Issuance Under Equity Compensation Plans

In October 2014, TP Holdings

adopted a Thunder Power Holdings Limited Share Option Plan (the “2014 Plan”), As of September 30, 2024, the 2014 Plan existed

to the extent that there are options/awards outstanding thereunder.

On June 17, 2024, the stockholders

of the Company voted to approve the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), which became effective

at the closing of the Business Combination.

All outstanding options to purchase share of TP Holdings granted under the 2014 Plan has

rolled over into the 2024 Plan and became options to purchase share of Common Stock of the Company.

Such options granted under the 2014

Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock options and the terms

of the 2024 Plan (including the terms of the Prior Plan attached as an exhibit to the 2024 Plan).

The total number of shares

of the Company’s Common Stock reserved and available for grant and issuance pursuant to awards under the 2024 Plan equals 10%

of the total number of outstanding shares of the Company’s Common Stock immediately following the Business Combination, the full

amount of which may be issued pursuant to incentive stock options.

In addition, annually on the first trading day of the calendar year,

beginning with the 2025 calendar year, the share reserve (but not the incentive stock option limit) will automatically increase by 5%

of the total number of shares of the Company’s Common Stock outstanding as of the last day of the immediately preceding calendar

year, unless the administrator of the 2024 Plan acts prior to January 1 of such calendar year to provide that there will be no increase

or a lesser increase in the share reserve for that year.

Under the 2024 Plan, non-employee directors, employees and consultants, and

any individual to whom the Company and the affiliates have extended a formal offer of employment, are eligible to receive awards under

the 2024 Plan.

There is no limit on the number or class of directors, employees or consultants that are eligible to receive awards.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans

(excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Changes in Control

Certain Relationships and Related

Transactions, and Director Independence

Related Person Transactions Policy

The Board has adopted a

related person transaction policy that sets forth the Company’s procedures for the identification, review, consideration and approval

or ratification of related person transactions.

The policy became effective upon approval by the Board following the consummation of

the Business Combination.

The Company’s audit committee has the primary responsibility for reviewing and approving or disapproving

“related party transactions.” The charter of the Company’s audit committee provides that the audit committee will review

and approve in advance any related party transaction.

A “related person transaction” is

a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which:

Company has been or is to be a participant,

amount involved exceeds or will exceed $120,000;

of the Company’s directors or executive officers or holders of more than 5% of the

Company’s capital stock, or any immediate family member of, or person sharing the household

with, any of these individuals, had or will have a direct or indirect material interest.

Under the policy, if a transaction has been identified

as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any

transaction that was not initially identified as a related person transaction prior to consummation, the Company’s management must

present information regarding the related person transaction to the Company’s audit committee, for review, consideration and approval

or ratification.

The audit committee will consider all relevant facts and circumstances of such a transaction, including, but not limited

(i) the related party’s relationship to the Company and interests in the transaction, (ii) the proposed amount involved in

the transaction, (iii) whether the transaction was or will be undertaken in the ordinary course of the Company’s and related party’s

business, (iv) the way in which any transaction was or is to be initiated, (v) whether the potential related party transaction is on

terms comparable to those available from an unrelated third party, (vi) the benefits to the Company of the proposed transaction, and

(vii) any other material fact pertinent to the transaction.

Nature of relationships with related parties :

with the Company

Thunder Power (Hong Kong)

Limited (“TP HK”)

Over which the spouse of

Wellen Sham, the Company’s controlling shareholder, exercises significant influence

Thunder Power Electric

Vehicle (Hong Kong) Limited (“TPEV HK”)

Over which the spouse of

Wellen Sham, the Company’s controlling shareholder, exercises significant influence

Controlling shareholder

of the Company

Ling Houng Sham

Spouse of Mr.

Feutune Light Sponsor LLC

(“FLFV Sponsor”)

Shareholder of the Company

Related party transactions:

For the Year Ended

Rental expenses

On June 30, 2023, the outstanding

balances due to TP HK, TPEV HK and Mr.

Wellen Sham as of June 30, 2023 were settled by issuance of 2,183,887 of the Company’s

common stock.

For the year ended December

31, 2024, the Company borrowed $951,560 from Mr.

Wellen Sham to support the Company’s operations.

The borrowings bear interest

rate ranging between 8% and 10% and is payable through December 2025.

As of December 31, 2024, the Company repaid borrowings of $25,000

Balance with related parties:

For the Year Ended

Amount due to the related party

Wellen Sham (2)

Amount due to the related party

Ling Houng Sham (2)

Amount due to the related party

The balance due to TP HK

represented the payments made by TP HK on behalf of TP Holdings regarding the office rental fee and employee salary expenses.

balance is interest free and is repayable on demand.

The balance due to Mr.

Wellen Sham represented

the promissory notes of $560,000 for extension of FLFV, promissory notes of $691,560 for the daily operation of the Company, other

payable of $4,000 for payment of operating expenses on behalf of the Company and interest payable of $40,855.

The balance due to

Ling Houng Sham represented promissory notes of $200,000 for extension of FLFV and interest payable of $8,636.

Among the promissory notes issued to Mr.

Wellen Sham, $260,000 of which was borrowed by Thunder Power and bear interest rate of 8% per annum and were payable on June 21,

2024, $300,000 was borrowed by FLFV which bear interest rate of 10% and is payable on September 19, 2024, $350,060 was borrowed by

the Company which bear interest rate of 10% and is payable on September 10, 2025, $100,000 was borrowed by the Company which bear

interest rate of 10% and is payable on October 16, 2025, $121,500 was borrowed by the Company which bear interest rate of 8% and

is payable on November 12, 2025, and $120,000 was borrowed by the Company which bear interest rate of 8% and is payable on December

As of December 31, 2024, the Company repaid $25,000 to Mr.

As of the date of this Annual Report, the Company

has not settled the promissory notes with Mr.

Among the promissory notes issued to Ms.

Ling Houng Sham, $100,000 borrowed by Thunder Power which bear interest rate of 8% per annum and were payable on June 21, 2024, and $100,000

borrowed by FLFV which bear interest rate of 8% and is payable on June 21, 2024.

As of the date of this Annual Report, the Company has

not settled the promissory notes with Ms.

Ling Houng Sham.

In May and June 2024, FLFV

issued three promissory notes to the FLFV Sponsor in exchange for an aggregated loans of $190,000 from the FLFV Sponsor, among which

$50,000 was payable on closing of the Business Combination, and $140,000 was payable on July 21, 2024.

As of the date of this Annual

Report, the Company has not settled the promissory notes with FLFV Sponsor.

Principal Accountant Fees and Services

Public Accounting Fees

The following chart sets forth public accounting fees in connection

with services rendered by MaloneBailey, LLP, Marcum LLP and Friedman LLP for the years ended December 31, 2023 and 2022.

MaloneBailey,

Audit-Related Fees

All Other Fees

Audit-Related Fees

All Other Fees

Audit-Related Fees

Prior Audit Firm

MaloneBailey, LLP (“MaloneBailey”)

served as our independent registered public accounting firm from April 25, 2023.

At such time, we amicably terminated the engagement

of MaloneBailey, and such termination was approved by our Board of Directors and Audit Committee.

The reports of MaloneBailey on our

financial statements as of and for the fiscal year ended December 31, 2023did not contain any adverse opinion or disclaimer

of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of providing

a qualification as to our predecessor’s ability to continue as a going concern.

Since its appointment and through the subsequent

interim period ended August 1, 2024, there were no disagreements with MaloneBailey on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MaloneBailey,

would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report;

and there were

no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

Current Audit Firm

We have appointed Assentsure

PAC (“Assentsure”) to serve as our independent registered public accounting firm for the fiscal year ending December 31,

BCRG has served as our independent registered public accounting firm since August 1, 2024.

Fees Billed to the Company in fiscal year

2024 and 2023

The following table sets

forth the fees billed to us by our principal auditor and former principal auditor professional services rendered during the fiscal years

ended December 31, 2023 and our principal auditor, Assentsure PAC, for professional services rendered during the fiscal years

ended December 31, 2024:

related fees (2)

All other fees

fees were for professional services rendered by MaloneBailey, LLP or Marcum LLP for the audit of our annual financial statements, and

services that are normally provided by MaloneBailey, LLP or

Marcum LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services in

connection with our IPO.

“Audit-related fees” are fees for assurance and related services by our principal accountant that

are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.”

Pre-Approval of Services

Because our audit committee

was not formed until June 16, 2022, the audit committee did not pre-approve all of the foregoing services, although any services rendered

prior to the formation of our audit committee were approved by our board of directors.

All services subsequent to the formation of the

audit committee have been approved by the audit committee.

Audit Fees — Audit

fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial

Audit-Related Fees — These

consisted principally of the aggregate fees related to audits that are not included Audit Fees.

Tax Fees — Tax

fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our various jurisdictions’

income tax returns.

Pre-Approval Policies and Procedures

The Audit Committee has

the authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification).

The Audit Committee is also responsible for the compensation and oversight of the work of the independent registered public accounting

firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial

reporting) for the purpose of preparing or issuing an audit report or related work.

The independent registered public accounting firm

was engaged by, and reports directly to, the Audit Committee.

The Audit Committee pre-approves

all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent

registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of

the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently

approved prior to the completion of the audit.

We have complied with the procedures set forth above, and the Audit Committee has otherwise

complied with the provisions of its charter.

Exhibits, Financial Statement Schedule

following documents are filed as part of this Report:

Financial Statements

of Independent Registered Public Accounting Firm

Statements of Operations

of Changes in Shareholders’ Deficit

of Cash Flows

to Financial Statements

Financial Statements Schedule

All financial statement

schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is

presented in the financial statements and notes beginning on F-1 on this Report.

Exhibits and Financial Statement Schedules.

(a) Financial Statements:

The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein.

All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable.

See attached Exhibit Index of this Annual Report on Form 10-K

Underwriting Agreement, dated June 15, 2022, among the Registrant, US Tiger and EF Hutton, division of Benchmark Investments, LLC, as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Amended and Restated Certificate of Incorporation, dated June 14, 2022 (incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2023)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 19, 2023 and filed on June 20, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 20, 2023)

Bylaws (incorporated by reference to Exhibit 3.3 to Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

Specimen Right Certificate (incorporated by reference to Exhibit 4.5 to Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

Warrant Agreement, dated June 15, 2022, between the Registrant and Continental Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Right Agreement, dated June 15, 2022, between the Registrant and Continental Stock Transfer & Trust Company, LLC, as right agent (incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Description of Securities of the Registrant (incorporated by reference to Exhibit 4.7 to Registrant’s Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2023).

Letter Agreement, dated June 15, 2022, among the Registrant and certain stockholders (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Investment Management Trust Agreement, dated June 15, 2022, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC, as trustee.

(incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Registration Rights Agreement, dated June 15, 2022, among the Registrant, certain security holders.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Private Placement Units Purchase Agreement, dated June 15, 2022, by and between the Registrant and Sponsor (incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Private Placement Units Purchase Agreement, dated June 15, 2022, by and between the Registrant and US Tiger (incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Form of Indemnity Agreements, dated June 15, 2022, by and between the Registrant and each of its directors and officers (incorporated by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Securities Transfer Agreement, dated June 15, 2022, among the Registrant and certain directors and officers of the Registrant (incorporated by reference to Exhibit 10.7 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 21, 2022)

Promissory Note, dated March 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2023)

Short-Term Loan Note, dated March 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2023)

Promissory Note, dated June 20, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on June 20, 2023)

Promissory Note, dated August 21, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 21, 2023)

Promissory Note, dated September 21, 2023, issued by Feutune Light Acquisition Corporation to Feutune Light Sponsor LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities & Exchange Commission on September 21, 2023)

Promissory Note, dated October 26, 2023, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the SEC on October 27, 2023)

Agreement and Plan of Merger, dated as of October 26, 2023, by and among Feutune Light Acquisition Corporation, Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited (attached as Annex A to the proxy statement/prospectus contained in this registration statement) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 27, 2023, File No.

Parent Support Agreement, dated as of October 26, 2023, by and among Feutune Light Acquisition Corporation, Thunder Power Holdings Limited and certain stockholders of Feutune Light Acquisition Corporation signatory thereto (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on October 27, 2023)

Promissory Note, dated November 20, 2023, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 21, 2023)

Promissory Note, dated December 20, 2023, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 21, 2023)

Promissory Note, dated January 19, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 19, 2024)

Promissory Note, dated February 21, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 21, 2024)

Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

List of Subsidiaries

Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications

of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy Relating to Recovery of Erroneously Awarded Compensation

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 14, 2022)

Agreement and Plan of Merger, dated as of October 26, 2023, by and among Feutune Light Acquisition Corp., Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited.

October 27, 2023

First Amendment to Agreement and Plan of Merger, dated as of March 19, 2024, by and among Feutune Light Acquisition Corporation, Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited.

March 20, 2024

Form of Third Amended and Restated Certificate of Incorporation of Thunder Power Holdings, Inc.

Proxy Statement

Amended and Restated Bylaws of Thunder Power Holdings, Inc.

June 27, 2024

Amended and Restated Warrant Agreement, dated June 21, 2024, by and between Feutune Light Acquisition Corporation and Continental Stock Transfer & Trust Company.

June 27, 2024

Letter Agreement, dated June 15, 2022, among Feutune Light Acquisition Corporation and certain stockholders.

June 21, 2022

Promissory Note, dated May 20, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited.

Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to Ling Houng Sham.

Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to Rockridge International Inc.

Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Wellen Sham.

June 27, 2024

Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Sam Yu.

June 27, 2024

Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Sau Fong Yeung.

June 27, 2024

Letter Agreement date June 21, 2024, among Feutune Light Acquisition Corporation and certain stockholders

June 27, 2024

Forward Purchase Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation, Thunder Power Holdings Limited, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC.

June 13, 2024

Subscription Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC.

June 13, 2024

Escrow Agreement, dated June 21, 2024, by and between Feutune Light Acquisition Corporation, Wellen Sham, Yuanmei Ma and Continental Stock Transfer & Trust Company.

June 27, 2024

Agreement re Settlement of Outstanding Note, dated June 21, 2024, by and between Feutune Light Acquisition Corporation and certain promissory

June 27, 2024

Form of Non-Competition Agreement.

June 27, 2024

Form of Lock-up Agreement.

June 27, 2024

Form of Indemnification Agreement.

June 27, 2024

2024 Omnibus Equity Incentive Plan.

Proxy Statement

Common Stock Purchase Agreement, dated August 20, 2024, by and between Thunder Power Holdings, Inc.

and Westwood Capital Group LLC.

August 21, 2024

Registration Rights Agreement, dated August 20, 2024, by and between Thunder Power holdings, Inc.

and Westwood Capital Group LLC

August 21, 2024

Promissory Note, dated October 10, 2024, issued by Thunder Power Holdings, Inc.

to Wellen Sham.

Exhibit 10.19

November 6, 2024

Employment Agreement with Ho Pok Man.

Exhibit 10.20

November 6, 2024

Employment Agreement with Christopher Nicoll.

Exhibit 10.21

November 6, 2024

Capital Markets Advisory Agreement, dated May 15, 2024, by and between Thunder Power Holdings, Inc.

and Benjamin Securities, Inc.

Exhibit 10.26

January 14, 2025

First Amendment to Capital Markets Advisory Agreement, dated June 21, 2024, by and between Thunder Power Holdings, Inc.

and Benjamin Securities, Inc.

Exhibit 10.27

January 14, 2025

The Share Exchange Agreement

Proxy Statement

January 29, 2025

The Amendment Agreement

Proxy Statement

January 29, 2025

Code of Business Conduct.

November 6, 2024

Insider Trading Policy

List of Subsidiaries of Thunder Power Holdings, Inc.

November 6, 2024

Power of Attorney (included on signature page to initial filing of this Registration Statement).

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Audit Committee Charter.

November 6, 2024

Compensation Committee Charter.

November 6, 2024

Nominating and Corporate Governance Committee Charter.

November 6, 2024

Policy relating to recovery of compensation

Inline XBRL Instance Document.

5 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Previously Filed.

Filed herewith

Certain portions of this exhibit (indicated by “***”)

have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information

that the Registrant treats as private or confidential.

The Registrant agrees to furnish supplementally a copy of such schedules,

or any section thereof, to the SEC upon request.

Indicate management contract or compensatory plan or

Form 10-K Summary

Pursuant to the requirements

of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

FEUTUNE LIGHT ACQUISITION CORPORATION

of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

March 31, 2025

/s/ Yuanmei Ma

Thunder Power

Holdings, Inc.

Christopher Nicoll

Chief Executive Officer

(principal executive officer)

Pursuant to the requirements

1 unchanged sentence

the capacities and on the dates indicated.

/s/ Xuedong (Tony) Tian

Chief Executive Officer (Principal executive officer)

March 6, 2024

Xuedong (Tony) Tian

President and Chairwoman

March 6, 2024

/s/ Yuanmei Ma

Chief Financial Officer (Principal Financial and

March 6, 2024

Accounting Officer)

/s/ Kevin Vassily

Independent Director

Christopher Nicoll

Chairperson of the Board,

President, Chief Executive Officer

Christopher Nicoll

(principal executive officer)

and interim Chief Financial Officer

(principal financial officer and principal accounting officer)

Interim Chief Financial Officer

March 31, 2025

and Chairman of the Board

Mingchih Chen

Ferdinand Kaiser

Kevin Vassily

/s/ David Ping Li

Independent Director

March 6, 2024

David Ping Li

/s/ Wenbing Chris Wang

Independent Director

March 6, 2024

Wenbing Chris Wang

FEUTUNE LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Stockholders’ Deficit F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Feutune Light Acquisition Corporation

Kevin Vassily

THUNDER POWER HOLDINGS,

INDEX TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

of Changes in Shareholders’ Deficit

of Cash Flows

to Financial Statements

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To The Shareholders and the Board of Directors of Thunder Power Holdings

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Feutune Light Acquisition Corporation and its subsidiary (collectively, the “Company”) as of December 31,

2023 and 2022 and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year

ended December 31, 2023, and for the period from January 19, 2022 (inception) through December 31, 2022, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for the

year ended December 31, 2023 and for the period from January 19, 2022 (inception) through December 31 2022, in conformity with accounting

principles generally accepted in the United States of America.

Going Concern Matter

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company’s business plan is dependent on the completion

of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of

Liquidity concern and mandatary liquidation raise substantial doubt about the Company’s ability to continue as a going

Management's plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

balance sheets of Thunder Power Holdings Inc and its subsidiaries (collectively, the “Company”) as of December 31, 2024 and

2023 and the related statements of income and comprehensive income, changes in shareholders’ equity and cash flow for the years

ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial positions of the Company as of December 31, 2024 and

2023, and the results of its income and comprehensive income and its cash flows for the years ended December 31, 2024 and 2023, in conformity

with accounting principles generally accepted in the United States of America.

Explanatory Paragraph - Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3 to the consolidated financial statements, the Company has accumulated deficits of $36,932,246 and $34,429,895 as of December

31, 2024 and 2023, respectively and loss from operations of $2,502,351 and $1,815,644

in 2024 and 2023, respectively.

These factors raise substantial doubts about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are described in Note 3.

The consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

7 unchanged sentences

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

standards of the PCAOB and in accordance with the auditing standards generally accepted in the United States of America.

Those standards

require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal

control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial

reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial

Accordingly, we express no such opinion.

6 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since

Houston, Texas

Assentsure PAC

March 31, 2025

FEUTUNE LIGHT ACQUISITION CORPORATION

PCAOB ID Number 6783

We have served as the Company’s auditor

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light

Acquisition Corporation)

CONSOLIDATED BALANCE SHEETS

Prepaid expenses

As of December 31, 2024 and 2023

(Expressed in U.S.

dollar, except for the number of shares)

Current Assets

Deferred offering costs

Prepaid expenses for forward purchase contract

Other current assets

Total Current Assets

Cash and Marketable securities held in Trust Account

$ 101,240,621

Liabilities, Temporary Equity, and Stockholders’ Deficit

Non-current Assets

Property and equipment, net

Right of use assets

Total Non-current

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Accrued expenses

Franchise tax payable

Income taxes payable

Excise tax payable

Loan from related parties

Advance of subscription fees from shareholders

Amount due to related parties

Other payable and accrued expenses

Lease liabilities

Underwriter fee payable

Total Current Liabilities

Deferred underwriters’ discount

Total Liabilities

Commitments and Contingencies

Class A common stock subject to possible redemption, 4,983,493 shares and 9,775,000 shares at conversion value of $ 10.84 and $ 10.24 per share as of December 31, 2023 and December 31, 2022, respectively

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value, 500,000 shares authorized, none issued and outstanding

Class A common stock, $ 0.0001 par value, 25,000,000 shares authorized, 558,875 issued and outstanding (excluding 4,983,493 and 9,775,000 shares subject to possible redemption as of December 31, 2023 and December 31, 2022, respectively)

Class B common stock, $ 0.0001 par value, 4,500,000 shares authorized, 2,443,750 shares issued and outstanding

Commitments and Contingencies (Note

Shareholders’ Equity

Common stock ($ 0.0001 par value, 1,000,000,000 shares authorized;

50,724,664 and

37,488,807 shares issued and outstanding at December 31, 2024 and 2023, respectively)*

Additional paid-in capital*

Accumulated deficit

( 6,119,758 )

Accumulated loss

( 36,932,246 )

Total Stockholders’ Deficit

( 34,429,895 )

Accumulated other comprehensive income

Total Shareholders’

Total Liabilities and

Shareholders’ Equity

* The share information and additional paid-in capital are presented on a retroactive basis to reflect the reverse recapitalization on June 21, 2024 (see the discussion under the heading “ Reverse Recapitalization ” in “ Note 1 – Organization and Business Description ”).

The accompanying notes

are an integral part of the financial statements.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light

Acquisition Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended December 31, 2024 and 2023

(Expressed in U.S.

dollar, except for the number of shares and loss per share)

For the Year Ended

Operating expenses

General and administrative expenses

( 2,502,190 )

Total Liabilities, Temporary Equity and Stockholders’ Deficit

( 1,815,071 )

The accompanying notes are an integral part of these consolidated financial statements.

FEUTUNE LIGHT ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

Formation and operating costs

Franchise tax expenses

Loss from Operations

Total operating expenses

( 2,502,190 )

( 1,815,071 )

Interest earned on investment held in Trust Account

Income before income taxes

Income taxes provision

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net income per share, common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock attributable to Feutune Light Acquisition Corporation

Basic and diluted net loss per share, common stock attributable to Feutune Light Acquisition Corporation

The accompanying notes are an integral part of these consolidated

financial statements.

FEUTUNE LIGHT ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

Stockholders’

Balance as of December 31, 2022

Other income (expenses)

Interest income, net

Foreign currency exchange loss

Total other expenses, net

Loss before income taxes

( 2,502,351 )

( 1,815,644 )

Remeasurement of carrying value to redemption value

Income tax expenses

( 2,502,351 )

( 1,815,644 )

Additional amount deposited into trust for extensions

Other comprehensive income

Foreign currency adjustments

Comprehensive loss

$ ( 2,502,218 )

$ ( 1,815,644 )

Excise tax payable attributable to redemption

Loss per share – basic and diluted*

Weighted average shares – basic and diluted*

* The shares and per share information are presented on a retroactive basis to reflect the reverse recapitalization on June 21, 2024 (see the discussion under the heading “ Reverse Recapitalization ” in “ Note 1 - Organization and Business Description ”).

The accompanying notes are an integral part

of the consolidated financial statements.

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICITS)

For the Years Ended December 31, 2024 and 2023

(Expressed in U.S.

dollar, except for the number of shares)

Accumulated other

shareholders’

comprehensive income

Balance as of December 31, 2022

1 unchanged sentence

$ ( 519,825 )

Stockholders’

Balance as of January 19, 2022 (inception)

Founder shares issued to initial stockholder

Sale of public units through public offering

Sale of private placement shares

Issuance of representative shares

Offering costs

( 5,966,117 )

Reclassification of common stock subject to redemption

( 9,775,000 )

Capital injection from shareholders

Issuance of ordinary shares to a related party to settle liabilities

due to the related party

Share-based compensation

( 1,815,644 )

Allocation of offering costs to common stock subject to redemption

Accretion of carrying value to redemption value

Balance as of December 31, 2023

$ ( 34,429,895 )

Capital injection from shareholders

Reverse recapitalization (Note 1)

Issuance of common stock to a financial advisor (Note 8)

Issuance of common stock to independent directors

Share-based compensation

Settlement of working capital loans

Issuance of ordinary shares pursuant to forward purchase contracts

Issuance of ordinary shares pursuant to a private placement

Share-based compensation to non-employees (Note 11)

( 2,502,351 )

Foreign exchange adjustments

Balance as of December 31, 2024

$ ( 36,932,246 )

$ ( 2,797,902 )

The accompanying notes are an integral part of

these consolidated financial statements.

FEUTUNE LIGHT ACQUISITION CORPORATION

The share information and

additional paid-in capital are presented on a retroactive basis to reflect the reverse recapitalization on June 21, 2024 (see the

discussion under the heading “ Reverse Recapitalization ” in “ Note 1 - Organization and Business Description ”).

The accompanying notes are an integral part

of the consolidated financial statements.

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2024 and 2023

(Expressed in U.S.

For the Year Ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on investment held in Trust Account

$ ( 2,502,351 )

$ ( 1,815,644 )

Adjustments to reconcile net loss to net cash used in operating

Depreciation expenses

Amortization of right of use assets

Share-based compensation

Share-based settlement expenses

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Franchise tax payable

Income taxes payable

Net Cash Used in Operating Activities

Other current assets

Amount due to related parties

Other payable and accrued expenses

Lease liabilities

Net cash used in operating

( 1,227,253 )

Cash flows from investing activities:

Purchase of investment held in trust account

( 99,216,250 )

Investment of cash in Trust Account for extension loans

( 1,677,500 )

Cash withdrawn from trust to pay taxes

Cash withdrawn from Trust Account in connection with redemption

Net Cash Provided by (Used in) Investing Activities

( 99,216,250 )

Cash acquired in reverse capitalization

Net cash provided

by investing activities

Cash flows from financing activities:

Proceeds from issuance of founder shares

Proceeds from issuance of promissory note to related parties

Proceeds from extension loans

Proceeds from working capital loans

Payment of promissory note to related party

Proceed from public offering

Proceeds from private placement

Payment of underwriter discount

( 1,955,000 )

Payment of deferred offering costs

Redemption of Class A Common Stock

( 50,225,065 )

Net Cash (Used in) Provided by Financing Activities

( 48,062,565 )

Net Change in Cash

Cash at Beginning of Period

Cash at End of Period

Supplemental Disclosure of Cash Flow Information:

Cash paid for income taxes

Cash paid for interest

Non-cash Financing Activities:

Deferred underwriters’ marketing fees

Issuance of representative shares

Change in value of common stock subject to redemption

Allocation of offering costs to common stock subject to redemption

Remeasurement of carrying value to redemption value

Additional amount deposited into trust for extensions

Excise tax payable attributable to redemption

The accompanying notes are an integral part of these consolidated financial statements.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Organization and Business Operation

Light Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware company

on January 19, 2022.

The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase,

recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) as discussed below.

The Company has

selected December 31 as its fiscal year end.

July 3, 2023, the Company incorporated Feutune Light Merger Sub, Inc, (“Merger Sub”), a

Delaware corporation and wholly owned subsidiary of the Company.

Subscription fees advanced from shareholders

Subscription fees received from shareholders

Payment of offering cost

Return of subscription fees to an investor

Borrowings from related parties

Repayment of borrowings to a related party

Payment of extension loans

Payment of extension loans on behalf of a third party

Proceeds of prepayment shortfall under

forward purchase contract

provided by financing activities

Net decrease in cash

Cash at beginning of year

Cash at end of year

Supplemental cash flow information

Cash paid for interest expense

Cash paid for income tax

Non-cash investing and financing activities

Operating lease right-of-use assets obtained

in exchange for operating lease liabilities

Transfer of advance of subscription fees

from shareholders to equity

Payable of expenses directly related to

the business combination

Issuance of ordinary shares to settle the

liabilities due to a controlling shareholder

Issuance of ordinary shares to settle the

liabilities due to a related party

Issuance of ordinary shares to settle working

capital loans

Share based compensation to a non-employee

as part of offering cost

The accompanying notes are an integral part

of the consolidated financial statements.

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND BUSINESS DESCRIPTION

History of Thunder Power Holdings Limited

(“TP Holdings”)

TP Holdings is a company

incorporated under the laws and regulations of the British Virgin Islands with limited liability on December 31, 2015 .

TP Holdings is

a parent holding company with no operations.

TP Holdings has one wholly-owned

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.

TP Holdings together with

TP NEV, are engaged in design, development and manufacturing of high-performance electric vehicles.

As of December 31, 2024 and 2023,

its operations activities were carried out in Taiwan and its management team are currently located in Taiwan and USA.

History of Feutune Light Acquisition Corporation (“FLFV”)

FLFV is a blank check company

incorporated as a Delaware company on January 19, 2022.

FLFV was formed for the purpose of entering into a merger, stock exchange, asset

acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses.

2023, FLFV incorporated Feutune Light Merger Sub, Inc (“Merger Sub”), a Delaware corporation and wholly owned subsidiary

Merger Sub is a holding company with no operations.

Reverse recapitalization

On June 21, 2024, FLFV consummated

its business combination with TP Holdings (the “Business Combination”), pursuant to that certain Agreement and Plan of Merger,

dated as of October 26, 2023 (as amended on March 19, 2024 and April 5, 2024, the “Merger Agreement”).

The combined company

changed its name to “Thunder Power Holdings, Inc.” (the “Company”).

Upon closing of the Business

Combination, the Company acquired all of the issued and outstanding securities of TP Holdings in exchange for (i) 40,000,000 shares

of common stock, par value $ 0.0001 per share, and (ii) earn out payments consisting of up to an additional 20,000,000 shares

of common stock (the “Earnout Shares”) if the Company meets certain revenue performance targets in the following years through

December 31, 2026 (see “ Note 12 – Contingent Consideration ”).

Immediately after giving

effect to the Business Combination, there were (i) 46,859,633 shares of common stock of the Company, par value $ 0.0001 per

share, issued and outstanding (without taking into account the Earnout Shares), (ii) 10,537,475 warrants to purchase 10,537,475

shares of common stock issued and outstanding, and (iii) 20,000,000 shares of common stock reserved for issuance as Earnout Shares and

placed in an escrow account managed by Continental Stock Transfer & Trust Company (“CST”).

We have also capitalized

offering cost of $ 1,491,495 , which was recorded as reduction against additional paid-in capital.

Following the consummation

of the Business Combination, the combined Company’s common stock began trading on the Nasdaq Global Market (the “Nasdaq”)

under the symbol “AIEV” on June 24, 2024.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND BUSINESS DESCRIPTION (cont.)

The reverse recapitalization

is equivalent to the issuance of securities by TP Holdings for the net monetary assets of FLFV, accompanied by a recapitalization.

Company debited equity for the fair value of the net liabilities of FLFV.

In the subsequent financial statements after the Business Combination,

the amounts of assets and liabilities for the period before the reverse recapitalization in financial statements, are presented as those

of TP Holdings and recognized and measured at their pre-combination carrying amounts.

The equity account of TP Holdings was carried forward

in the reverse recapitalization, subject to adjustments to reflect the par value of the outstanding capital stock of FLFV.

As part of the Business

Combination, the Company issued 5,279,673 shares of common stock to the shareholders of FLFV, among which 2,443,750 shares

of common stock were issued to the Initial Insiders (defined below), 548,761 shares of common stock were issued to Private Shareholders

(defined below), 2,227,162 shares of common stock were issued to Public Shareholders (defined below) and 60,000 shares of common stock

were issued to the underwriter in FLFV’s initial public offering as representative shares.

Initial Insiders were comprised

of Feutune Light Sponsor LLC (the “Sponsor”), US Tiger Securities, Inc (“US Tiger”).

and certain officers and

directors of the Company.

The Private Shareholders referred to the Sponsor and US Tiger.

The Public Shareholders referred to the shareholders

who held the public shares that were issued in the initial public offering of FLFV.

Upon closing of the Business

Combination, the Company issued an aggregated 90,000 shares of common stock to three independent directors of FLFV.

The fair value of

these shares was $ 900,000 by reference to the per share price of $ 10.00 .

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.

Entry into share exchange

On December 19, 2024, the

Company entered into a Share Exchange Agreement (the “Agreement”) with certain shareholders (the “TW Company Shareholders”)

of Electric Power Technology Limited, a Taiwan corporation (“TW Company”).

Pursuant to the Agreement,

the TW Company Shareholders will exchange 26,079,550 ordinary shares of TW Company for 31,034,666 newly issued shares of the Company’s

common stock, par value $ 0.0001 per share (the “Exchange”).

Upon completion of the Exchange, the Company will acquire approximately

30.8 % of TW Company’s total issued and outstanding shares.

The closing of the Exchange is subject to customary conditions, including

receipt of all necessary regulatory approvals and the approval of the Company’s shareholders.

The Agreement contains customary

representations, warranties and covenants by the parties.

The closing must occur no later than October 31, 2025.

The Agreement may be

(1) by mutual consent of the parties;

(2) by either party upon material breach by the other party that remains uncured for

10 days after notice;

(3) if the closing has not occurred within 90 days of signing (subject to extension for regulatory approvals);

or (4) by either party if a court or regulatory authority permanently enjoins the transaction.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

as determined by the Financial Accounting Standards Board (“FASB”) and pursuant to the accounting and disclosure rules and

regulations of the SEC.

Basis of consolidation

The consolidated financial

statements include the accounts of the Company and its wholly-owned subsidiaries.

All intercompany transactions and balances have been

eliminated upon consolidation.

Use of estimates

The preparation of consolidated

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the consolidated financial statements,

and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from those estimates under different

assumptions or conditions.

On an ongoing basis, management reviews these estimates and assumptions using the currently available information.

Changes in facts and circumstances may cause the Company to revise its estimates.

The Company bases its estimates on past experience and

on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying

values of assets and liabilities.

Estimates are used when accounting for items and matters including, but not limited to, determinations

of the useful lives and valuation of long-lived assets, estimates of allowances for expected credit losses, valuation allowance of deferred

tax assets and other provisions and contingencies.

To the extent there are material differences between the estimates and actual results,

the Company’s future results of operations will be affected.

Fair value of financial instruments

The Company’s financial

instruments are accounted for at fair value on a recurring basis.

Fair value is defined as the price that would be received to sell an

asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The three levels

of the fair value hierarchy are described below:

inputs to the valuation

methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

inputs to the valuation

methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets

or liability, either directly or indirectly, for substantially the full term of the financial instruments.

inputs to the valuation

methodology are unobservable and significant to the fair value.

As of December 31, 2024

31, 2023, there has been no activity in Merger Sub.

of December 31, 2023 and 2022, the Company had not commenced any operations.

For the period from January 19, 2022 (inception) through

December 31, 2023, the Company’s efforts have been limited to organizational activities, as activities related to the initial public

offering (“IPO”) and Business Combination.

The Company will not generate any operating revenues until after the

completion of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from

the proceeds derived from the IPO.

registration statement for the Company’s IPO became effective on June 15, 2022.

On June 21, 2022, the Company consummated the IPO

of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over-allotment option, the “Public Units”).

Each Public Unit consists of one share of Class A common stock, $ 0.0001 par value per share (the “Public Shares”), and one

redeemable warrant (the “Warrants”) and one right (the “Rights”) to receive one-tenth (1/10) of one share of

Class A common stock (the “Class A Common Stock”).

Each Warrant entitles the holder thereof to purchase one share of Class

A Common Stock at an exercise price of $ 11.50 per share.

The Public Units were sold at an offering price of $ 10.00 per Unit, generating

gross proceeds of $ 97,750,000 .

Substantially

concurrently with the closing of the IPO, the Company completed the sale in a private placement (the “Private Placement”)

of 498,875 units (the “Private Placement Units”) including 478,875 units to the Company’s sponsor, Feutune Light Sponsor

LLC (the “Sponsor”) and 20,000 shares to U.S.

Tiger Securities, Inc.

(“US Tiger”) at a purchase price of $ 10.00

per Private Placement Unit, generating gross proceeds to the Company of $ 4,988,750 .

Each Private Placement Unit consists of one share

of Class A common stock (the “Private Shares”), one Warrant, and one Right.

Company also issued 60,000 representative shares (the “Representative Shares”) to US Tiger, a representative of the underwriters

of the IPO, as part of representative compensation.

The Representative Shares are identical to the Public Shares included in the IPO

except that the representative has agreed not to transfer, assign or sell any such Representative Shares until the completion of the

Company’s initial Business Combination.

In addition, US Tiger agreed (i) to waive its redemption rights with respect to the Representative

Shares and Private Shares it owns in connection with the completion of the Company’s initial Business Combination and (ii) to waive

its rights to liquidating distributions from the Trust Account (as defined below) with respect to the Representative Shares and Private

Shares if the Company fails to complete its initial Business Combination within the Combination Period (as defined below).

costs amounted to $ 5,966,117 , consisting of $ 5,376,250 of underwriting fees, $ 517,692 of other offering cost and of $ 72,175 fair value

of the 60,000 Representative Shares as part of the transaction costs.

Following the consummation of the IPO, cash of $ 1,029,523 were

held outside of the Trust Account (as defined below) and is available for working capital purposes.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Company’s 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 (as defined below) (excluding the deferred underwriting discounts and commissions

and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for the post-transaction company

not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company

There is no assurance that the Company will be able to complete a Business Combination successfully.

the closing of the IPO, $ 99,216,250 ($ 10.15 per Public Unit) from the proceed of the IPO and the proceeds from the sale of the Private

Placement Units was held in a U.S.-based trust account (the “Trust Account”) with Continental Stock Transfer & Trust

Company acting as trustee.

The funds held in the Trust Account invested only in U.S.

government treasury bills, bonds or notes with a

maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the

Investment Company Act which invest solely in direct U.S.

government treasury, so that the Company are not deemed to be an investment

company under the Investment Company Act.

Except with respect to interest earned on the funds held in the trust account that may be released

to the Company to pay the Company’s tax obligation, the proceeds from the IPO and the sale of the Private Placement Units that

are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (a) the completion

of the initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder

vote to amend then current amended and restated Company’s certificate of incorporation (i) to modify the substance or timing

of its obligation to allow redemption in connection with its initial Business Combination or to redeem 100 % of the Company’s Public

Shares if it does not complete the initial Business Combination within the Combination Period (as defined below) the IPO or (ii) with

respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (c) the redemption

of 100 % of the Company’s Public Shares if it is unable to complete the Business Combination within the required time frame, subject

to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which

could have higher priority than the claims of the Company’s public stockholders.

Under the Company’s amended and restated

certificate of incorporation, if the Company has not consummated its initial Business Combination by March 21, 2023 (within nine (9) months

from the consummation of the IPO), it may extend the period of time to consummate a Business Combination up to three (3) times by an

additional three-month period each time for a total of up to an additional nine (9) months, affording the Company up to December

21, 2023 (up to eighteen (18) months from the consummation of the IPO) to complete its initial Business Combination.

Anticipating that

it would not be able to consummate such initial Business Combination, the Company sought its first extension on March 21, 2023 (described

The Company may extend the period of time to consummate a Business Combination for up to two (2) additional three-month periods

from the current deadline of June 21, 2023, and the public stockholders will not be offered the opportunity to vote on or redeem their

shares if the Company chooses to make any such paid extension.

Pursuant to the terms of the Company’s amended and restated certificate

of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company acting as

trustee, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit

into the Trust Account for each three-month extension $ 977,500 ($ 0.10 per share), on or prior to the date of the applicable deadline.

Any such payments would be made in the form of a loan.

If the Company completes its initial Business Combination, the Company would repay

such loaned amounts out of the proceeds of the Trust Account.

In addition, such extension funding loans may be convertible into Private

Placement Units upon the closing of the Company’s initial Business Combination at $ 10.00 per unit at the option of the lender.

March 21, 2023, an aggregate of $ 977,500 (the “Extension Payment”) 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 (the “Extension”).

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

connection with the Extension Payment, the Company issued an unsecured promissory note (the “Note”) to the Sponsor.

is non-interest bearing and payable (subject to the waiver against trust provisions) upon the date on which the Company consummates its

initial Business Combination.

The principal balance may be prepaid at any time, at the election of the Company.

The holder of the Note

has the right, but not the obligation, to convert the Note, in whole or in part, into Private Units of the Company, as described in the

final prospectus dated June 17, 2022 filed by the Company with the SEC (the “Prospectus”), by providing the Company with

written notice of its intention to convert the Note at least two business days prior to the closing of the Company’s initial Business

The number of Private Units to be received by the holder of the Note in connection with such conversion shall be an amount

determined by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $ 10.00 .

$ 600,000 of the Extension

Payment was deposited by the Company’s Sponsor and $ 377,500 was deposited by the Company from its working capital account in lieu

of the Sponsor, pursuant to a non-interest bearing, short-term loan provided by the Company to the Sponsor (the “Short-Term Loan”)

to the Company, which provides for repayment on or before March 31, 2023.

The Short-Term Loan was repaid in full on March 24, 2023.

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

of the stockholders (the “Special Meeting”), where the stockholders of the Company approved the amendment of the Company’s

Amended and Restated Certificate of Incorporation (the “Charter”) 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 Company’s Trust Account, the lesser of (i) $ 100,000 for all Public Shares and (ii) $ 0.04 for each Public Share for each one-month

On June 20, 2023, a certificate of amendment to the Charter (the “Charter Amendment”) was filed with the State

of Delaware, effective on the same date.

In connection with the votes to approve the Charter Amendment, 4,791,507 shares of Class A Common

Stock of the Company were rendered for redemption.

June to September 2023, four $ 100,000 Monthly Extension Payment were deposited into the Trust Account for the public stockholders, which

enabled the Company to extend the period of time it has to consummate its initial Business Combination by four months from June 21, 2023

to October 21, 2023.

Among the four $ 100,000 Monthly Extension Payments, the $ 100,000 deposited on July 20, 2023 (the “July Monthly

Extension Payment”) was deposited by the Company from its working capital account in lieu of a deposit by the Sponsor.

Such advancement

was repaid by the Sponsor to the Company in September 2023.

From October to December 2023, three Monthly Extension Payments was deposited

into the Trust Account by TPH (as defined below) which enabled the Company to extend the date by which it has to consummate its initial

Business Combination by three months from October 21, 2023 to January 21, 2024.

connection with the four Monthly Extension Payments, the Company issued four unsecured promissory notes of $ 100,000 to the Sponsor to

evidence the payments made by the Sponsor for the Monthly Extension Payment.

In connection with the October to December Monthly Extension

Payments, and pursuant to the Merger Agreement (as defined below), the Company issued three unsecured promissory notes of $ 100,000 each

to TPH to evidence the payment made for the October to December Monthly Extension Payments.

notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company’s Business

Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”).

The following shall constitute an

event of default:

(i) a failure to pay the principal within five business days of the Maturity Date;

(ii) the commencement of a voluntary

or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder;

(iv) any cross defaults;

(v) any enforcement

proceedings against the Company;

and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder,

in which case the notes may be accelerated.

payee of the notes, the Sponsor, has the right, but not the obligation, to convert the notes, in whole or in part, respectively, into

Private Units of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus,

by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business

The number of Private Units to be received by the Sponsor in connection with such conversion shall be an amount determined

by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $ 10.00 .

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

of December 31, 2023, the Company has until January 21, 2024 to consummate its initial Business Combination.

However, if the Company

anticipates that it may not be able to consummate its initial Business Combination by January 21, 2024, the Company may, but is not obligated

to, extend the period of time to consummate its initial Business Combination for up to four more times by an additional one-month each

time and may have until March 21, 2024 to consummate its initial Business Combination.

See Note 10 Subsequent events for further extensions

The shares of Class A Common Stock subject to redemption will be recorded

at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will consummate a Business

Combination and, solely if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination

and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business

The Company currently has until December 21, 2024 which is the current maximum extension to complete the initial Business

Combination (the “Combination Period”).

the Company is unable to complete the initial Business Combination within the Combination Period, the Company 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 the Company to pay the Company’s 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 the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

will be no redemption rights or liquidating distributions with respect to the Company’s Warrants and Rights, which will expire

worthless if the Company fails to complete the Business Combination within the Combination Period.

The Sponsor, directors and officers

(the “founders”) have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their

redemption rights with respect to any Founder Shares (as defined in Note 5), Private Shares, and any Public Shares held by them in connection

with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private

Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate

of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial

Business Combination or to redeem 100 % of the Company’s Public Shares if the Company does not complete its initial Business Combination

within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business

Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder

Shares and Private Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period,

although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the

Company fails to complete the initial Business Combination within the Combination Period.

If the Company submits it initial Business

Combination to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding

shares of common stock voted are voted in favor of the initial Business Combination.

In no event will the Company redeem its Public Shares

in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

In such case, the Company would not proceed with the

redemption of Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

sold to the Company, or by a prospective target business with which the Company has 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 the value of the trust assets,

in each case net of the interest which may be withdrawn to pay taxes.

This liability will not apply with respect 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 the Company’s

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

Moreover, in the

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

to the extent of any liability for such third party claims.

the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether

the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities

of the Company.

Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

None of the officers

or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

October 26, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Thunder Power Holdings

Limited, a British Virgin Islands company (“TPH”), and Feutune Light Merger Sub, Inc., a Delaware corporation and wholly

owned subsidiary of the Company (“Merger Sub”).

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

TPH is dedicated to creating electric vehicles

that deliver a premium driving experience combined with a high degree of personalization and has developed and is planning to manufacture

a family of EVs suited to various stages of life and driving environments.

to the Merger Agreement, TPH will be merged with and into Merger Sub (the “Merger”), with the Merger Sub surviving the Merger

as a direct wholly owned subsidiary of the Company.

and Capital Resources and Going Concern

of December 31, 2023, the Company had cash of $ 18,330 and a working capital deficit of $ 2,268,086 .

Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on

the Trust Account, excluding deferred underwriting commissions, to complete its Business Combination.

The Company may withdraw interest

from the Trust Account to pay taxes, if any.

To the extent that the Company’s share capital or debt is used, in whole or in part,

as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital

to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business

due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses

or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate

and complete a Business Combination.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s

Sponsor or an affiliate of the Company Sponsor or certain of the Company’s officers and directors may, but are not obligated to,

loan the Company funds as may be required.

If the Company completes the initial Business Combination, it would repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside

the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $ 3,000,000

of such loans may be convertible into units, at a price of $ 10.00 per unit at the option of the lender.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to

our initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete our Business Combination

or because the Company become obligated to redeem a significant number of our public shares upon completion of our Business Combination,

in which case the Company may issue additional securities or incur debt in connection with such Business Combination, all of which raise

substantial doubt about our ability to continue as a going concern.

In addition, under the Company’s currently effective amended

and restated certificate of incorporation, as of December 31, 2023, the Company has until January 21, 2024, or December 21, 2024 upon

maximum extension, to complete the initial Business Combination.

The Company may seek approval from its stockholders holding no less than

65 % or more of the votes to approve to extend the completion period.

If the Company fails to obtain approval from the stockholders for

such extension or the Company does not seek such extension, the Company will cease all operations.

There is no assurance that the Company’s

plans to consummate a Business Combination will be successful within the Combination Period and that the Company will obtain enough votes

to extend the Combination Period.

In connection with the Company’s assessment of going concern considerations in accordance with

the Accounting Standards Update (“ASU”) 2014-15 of the Financial Accounting Standard Board (FASB), “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity concern and mandatary

liquidation mentioned above raised substantial doubt about the Company’s ability to continue as a going concern.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

— Significant accounting policies

of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States

of America (“US GAAP”) and pursuant to the rules and regulations of the SEC and include all normal and recurring adjustments

that management of the Company considers necessary for a fair presentation of its financial position and operation results.

of consolidation

consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary Merger Sub, over which

the Company exercises control.

All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012, (the “JOBS Act”), and it may 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 of 2002, reduced disclosure

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public

company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial

statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 18,330 and $ 546,632 of cash held in bank accounts as of December 31, 2023 and December 31, 2022, respectively.

Cash and Marketable securities held in Trust Account

31, 2023 and December 31, 2022, $ 54,075,630 and $ 100,525,498 , respectively of the assets held in the Trust Account were held in money

market funds, which are invested in short term U.S.

Treasury securities.

of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on

the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments

held in Trust Account are accounted as interest income in the accompanying statement of operations.

Interest income for the year ended

December 31, 2023 and the period from January 19, 2022 (inception) through December 31, 2022 amounted to $ 3,664,204 and $ 1,309,248 , respectively.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Value of Financial Instruments

Topic 820 “ Fair Value Measurements and Disclosures ” defines fair value, the methods used to measure fair value and

the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between the buyer and the seller at the measurement date.

In determining fair value, the valuation

techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value.

ASC Topic 820

establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in

pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the

Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on

the best information available in the circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

1 - Valuations based on unadjusted quoted prices in active markets for identical assets or

liabilities that the Company has the ability to access.

Valuation adjustments and block discounts

are not being applied.

Since valuations are based on quoted prices that are readily and regularly

available in an active market, valuation of these securities does not entail a significant

degree of judgment.

2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities,

(ii) quoted prices in markets that are not active for identical or similar assets, (iii)

inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived

principally from or corroborated by market through correlation or other means.

3 - Valuations based on inputs that are unobservable and significant to the overall fair

value measurement.

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s

specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)

and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the Warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements

for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A Common

Stock and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s

control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted

at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.

issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component

of equity at the time of issuance.

For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants

are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are

measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the

Company’s control) are classified as temporary equity.

At all other times, common stock is classified as stockholders’

The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s

control and subject to occurrence of uncertain future events.

Accordingly, as of December 31, 2023, common stock subject

to possible redemption are presented at redemption value of $ 10.84 per share as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and

adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or

accumulated deficit if additional paid in capital equals to zero .

discussed in Note 1, in connection with the votes to approve the Charter Amendment, 4,791,507 shares of Class A Common Stock of the Company

were rendered for redemption resulting in $ 50,225,065 paid from the Trust Account to redeeming stockholders.

As a result of the redemption,

as of December 31, 2023, the Company has 4,983,493 shares of Class A common stock subject to possible redemption at the redemption

amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s

balance sheet that are subject to redemption.

See Note 4 for further details.

Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials ”

(“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “ Expenses of Offering ”.

Offering costs

were $ 5,966,117 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and

charged to stockholders’ equity upon the completion of the IPO.

(Loss) Per Common Share

Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

In order to determine the net income

(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)

allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using

the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted

average number of shares outstanding between the redeemable and non-redeemable common stock.

Any remeasurement of the accretion to redemption

value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders.

and 2023, financial instruments of the Company primarily comprised of current assets and current liabilities including cash, other current

assets, due to related parties, other payables, lease liabilities and underwriter fee payable.

The carrying amount of these current assets

and current liabilities approximate their fair values because of the short-term nature of these instruments.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Foreign currency translation

Transactions denominated in currencies other

than the functional currency are translated into the functional currency at the exchange rates prevailing on the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

using the applicable exchange rates on the date of the balance sheet.

The reporting currency of the Company and its

subsidiaries is U.S.

dollars (“US$”).

In general, for consolidation purposes, assets

and liabilities of the Company and its subsidiaries whose functional currency is not the US$, are translated into US$, using the exchange

rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing during the period.

The gains and losses

resulting from translation of financial statements of the Company and its subsidiaries are recorded as a separate component of accumulated

other comprehensive income within the statement of shareholders’ equity.

Translation of amounts from TWD into US$ has

been made at the following exchange rates for the respective periods:

TWD exchange rate for balance sheet items, except

for equity accounts

For the Year Ended

TWD exchange rate for items in the statements

of operations and comprehensive loss, and statements of cash flows

Cash and cash equivalents

primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdraw and use.

Prepaid expenses for forward purchase contract

On June 11, 2024, FLFV and

TP Holdings entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities

Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, the

“Seller”, or, the “Meteora”) (the “Forward Purchase Agreement”).

For purposes of the Forward Purchase

Agreement, (i) FLFV is referred to as the “Counterparty” prior to the consummation of the Business Combination, while the

Company is referred to as the “Counterparty” after the consummation of the Business Combination and (ii) “Shares”

means shares of the Class A common stock, par value $ 0.0001 per share, of FLFV prior to the closing of the Business Combination, and,

after the closing of the Business Combination, shares of common stock, par value $ 0.0001 per share, of the Company.

Pursuant to the terms of

the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to 4,900,000 Shares (the “Purchased Amount”),

less the number of shares purchased by the Seller separately from third parties through a broker in the open market (“Recycled

The Seller will not be required to purchase an amount of shares such that following such purchase, the Seller’s

ownership would exceed 9.9 % of the total Shares outstanding immediately after giving effect to such purchase, unless the Seller, at its

sole discretion, waives such 9.9 % ownership limitation.

The Forward Purchase Agreement

provides for a prepayment shortfall in an amount in U.S.

dollars equal to 0.25 % of the product of the Recycled Shares and the Initial

Price which is equal to the redemption price of $ 11.1347 (the “Prepayment Shortfall”).

The Seller will pay the Prepayment

Shortfall to the Company on the prepayment date (which amount will be netted from the Prepayment Amount) (the “Initial Prepayment

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Prepaid expenses for forward purchase contract (cont.)

The Seller in its sole discretion

may sell Recycled Shares at any time following June 11, 2024 and at any sales price, without payment by the Seller of any early termination

obligation until such time as the proceeds from such sales equal 110 % of the Prepayment Shortfall (such sales, “Shortfall Sales,”

and such shares, “Shortfall Sale Shares”).

A sale of shares is only (a) a “Shortfall Sale,” subject to the terms

and conditions applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and

(b) an Optional Early Termination, subject to the terms and conditions of the Forward Purchase Agreement applicable to Terminated Shares

(as defined in the Forward Purchase Agreement), when an OET Notice (as defined in the Forward Purchase Agreement) is delivered under

the Forward Purchase Agreement, in each case the delivery of such notice in the sole discretion of the Seller (as further described under

“Optional Early Termination” and “Shortfall Sales” in the Forward Purchase Agreement).

The Seller will purchase

“Additional Shares” from the Counterparty at any date prior to the Valuation Date at the Initial Price, with such number

of Shares to be specified in a Pricing Date Notice as Additional Shares subject to 9.9 % ownership limitations which may be waived by

Seller at its sole discretion;

provided that such number of Additional Shares that may be purchased from the Counterparty will not exceed

(x) the Maximum Number of Shares, minus (y) the Recycled Shares.

The Forward Purchase Agreement

provides that the Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (x) the product

of (i) the number of Shares as set forth in a Pricing Date Notice and (ii) the redemption price per share of $ 11.1347 , less (y) the Initial

Prepayment Shortfall.

In addition to the Prepayment Amount, the Counterparty will pay directly from the Trust Account, on the Prepayment

Date, an amount equal to the product of (x) up to 100,000 (with such final amount to be determined by Seller in its sole discretion via

written notice to the Counterparty) and (y) the Initial Price.

The Shares purchased with the Share Consideration (the “Share Consideration

Shares”) will be incremental to the Maximum Number of Shares (as defined below) and will not be included in the number of Shares

in connection with the Transaction under the Forward Purchase Agreement.

The reset price (the “Reset

Price”) will initially be $ 10.00 .

The Reset Price will be subject to reset on a weekly basis commencing the first week following

the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then current Reset Price, (b) the Initial

Price and (c) the VWAP Price of the Shares of the prior trading weeks;

provided that the Reset Price will be subject to reduction upon

a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.

The “Maximum Number of Shares” subject

to the Forward Purchase Agreement will initially be the Purchased Amount;

upon the occurrence of a Dilutive Offering Reset, a number

of Shares equal to the quotient of (i) the Purchased Amount divided by (ii) the quotient of (a) the price of such Dilutive Offering divided

by (b) the $ 10.00 .

The “Maximum Number of Shares” subject to the Forward Purchase Agreement will initially be the Purchased

upon the occurrence of a Dilutive Offering Reset, a number of Shares equal to the quotient of (i) the Purchased Amount divided

by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) the $ 10.00 .

From time to time and on

any date following the Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward Purchase

Agreement, the Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to the

Counterparty (the “OET Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) no later

than the next Payment Date following the OET Date, (which will specify the quantity by which the number of Shares will be reduced (such

quantity, the “Terminated Shares”)).

The effect of an OET Notice will be to reduce the number of Shares by the number of

Terminated Shares specified in such OET Notice with effect as of the related OET Date.

As of each OET Date, the Counterparty will be

entitled to an amount from the Seller, and the Seller will pay to the Counterparty an amount, equal to the product of (x) the number

of Terminated Shares and (y) the Reset Price in respect of such OET Date (except that no amount will be due to Counterparty upon any

Shortfall Sale).

The payment date may be changed within a quarter at the mutual agreement of the parties.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Prepaid expenses for forward purchase contract (cont.)

The “Valuation Date”

is the earlier to occur of (a) the date that is 36 months after the Closing Date, (b) the date specified by the Seller in a written notice

to be delivered to the Counterparty at the Seller’s discretion (which Valuation Date will not be earlier than the day such notice

is effective) after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting

Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event, and (c) the date

specified by the Seller in a written notice to be delivered to the Counterparty at the Seller’s sole discretion (which Valuation

Date will not be earlier than the day such notice is effective).

The Valuation Date notice will become effective immediately upon its

delivery from the Seller to the Counterparty in accordance with the Forward Purchase Agreement.

On June 15, 2024, the Sellers

issued a pricing date notice to the Company, pursuant to which the Sellers had 1,089,038 shares of Recycled Shares.

Together with the

100,000 Share Consideration Shares and net off Prepayment Shortfall, the Company made a total of Prepayments Amount of $ 13,264,964 to

The Company recorded the prepayment in the account of “prepaid expenses for forward purchase contract” on the

consolidated balance sheet.

The Company will subsequently derecognize the prepayments when the Sellers sell the Recycled Shares.

difference between the fair value on the date when the Sellers sell the Recycled Shares and $ 11.1347 will be charged to additional paid-in

The Company assessed that there are no material risks arising from the Forward Purchase Agreement.

On July 10, 2024, the Company

issued an aggregate of 3,706,461 shares of the Company’s common stock to Meteora pursuant to the Forward Purchase Agreement and

Subscription Agreement.

On July 2, 2024, the Sellers

purchased and the Company issued additional 3,706,461 shares of the Company’s common stock to Meteora pursuant to the Forward Purchase

Agreement and Subscription Agreement.

The sellers made a prepayment shortfall of $ 150,000 .

The Company recorded the proceeds from shortfall

prepayments as a reduction against the account of “prepaid expenses for forward purchase contract”.

As of December 31, 2024,

31, 2023 and 2022, the Company has not considered the effect of the Warrants sold in the IPO and the Private Placement in the calculation

of diluted net income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the

inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that

could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted income

(loss) per share is the same as basic (income) loss per share for the periods presented.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

net income (loss) per share presented in the statement of operations is based on the following:

Accretion of carrying value to redemption

( 4,156,240 )

( 10,472,899 )

Net loss including accretion

of carrying value to redemption value

$ ( 2,819,305 )

$ ( 10,068,283 )

December 31, 2023

For the Period From

January 7, 2022

(inception) through

December 31, 2022

Basic and diluted

net income/(loss) per share:

of net loss including carrying value to redemption value

$ ( 1,992,897 )

$ ( 826,408 )

$ ( 2,819,305 )

$ ( 6,805,147 )

$ ( 3,263,136 )

$ ( 10,068,283 )

of carrying value to redemption value

of net income (loss)

$ ( 826,408 )

$ ( 3,263,136 )

Denominators:

Weighted-average

shares outstanding

Basic and diluted net income (loss) per share

Concentration

of Credit Risk

Financial instruments that potentially subject the Company to concentration

of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses on this account and management

believes the Company is not exposed to significant risks on such account.

As of December 31, 2023, the balance in this account was fully

covered by the Federal Deposit Insurance Corporation (FDIC) limit.

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax

assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities

and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements

and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be

sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties,

accounting in interim period, disclosure and transition.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2023.

The Company is currently not aware of any issues

under review that could result in significant payments, accruals or material deviation from its position.

Company has identified the United States as its only major tax jurisdiction.

Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes.

These potential

examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance

with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will

materially change over the next twelve months.

Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

The Company is also registered as a foreign corporation with the State of New Jersey Department of the Treasury and is subject to New

Jersey state tax laws.

August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law.

The IRA provides for,

among other things, a new U.S.

federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic

(i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the

repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 %

of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax,

repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of

stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury

(the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or

avoidance of the excise tax.

The IRA applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs

after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or

otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection

with the Company’s initial Business Combination, extension or otherwise, (ii) the structure of the Company’s initial

Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Company’s

initial Business Combination (or otherwise issued not in connection with the Company’s initial Business Combination but issued within

the same taxable year of the Company’s initial Business Combination) and (iv) the content of regulations and other guidance

from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics

of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand

to complete the Company’s initial Business Combination and in the Company’s ability to complete its initial Business Combination.

As a result of the 4,791,507 shares of Class A common stock redeemed in June 2023, the Company accrued the 1 % excise tax in the amount

of $ 502,251 as a reduction of retained deficit since additional paid in capital was not available.

Because the Company did not complete a Business Combination by December

31, 2023, any additional redemption or other repurchase that occurs in connection with an initial Business Combination may be subject

to the excise tax.

Whether and to what extent the Company would be subject to the excise tax would depend on a number of factors, including

(i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of

the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but

issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S.

Department of the Treasury.

sale of the Founders Shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

The fair value of the 505,000 shares granted to the Company’s management and directors

less estimated forfeitures of 75,650 shares was $ 107,712 for a total of 429,350 shares or $ 0.25 per share.

Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense

related to the Founders Shares is recognized only when the Business Combination is consummated under ASC 718.

As such no stock-based

compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is consummated

in an amount equal to the number of Founders Shares with estimated forfeiture times the grant date fair value per share (unless subsequently

modified) less the amount initially received for the purchase of the Founders Shares.

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control

the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also

considered to be related if they are subject to common control or common significant influence.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Pronouncements

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

on the Company’s consolidated financial statements.

Note 3 — Investments

Held in Trust Account

of December 31, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $ 54,075,630 and $ 100,525,498 , respectively, in

money market funds which are invested in short term U.S.

Treasury Securities.

Interest income for the year ended December 31, 2023 and

the period from January 19, 2022 (inception) through December 31, 2022 amounted to $ 3,664,204 and $ 1,309,248 , respectively.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December

31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value:

Trust Account - U.S.

Treasury Securities

Money Market Fund

Trust Account - U.S.

Treasury Securities

Money Market Fund

$ 100,525,498

Initial Public Offering

to the IPO, the Company sold 9,775,000 Public Units at $ 10.00 per Public Unit (with the underwriters’ over-allotment option exercised

in full) on June 21, 2022, generating gross proceeds of $ 97,750,000 .

Each Public Unit has an offering price of $ 10.00 and consists of

one share of the Class A Common Stock, one Warrant and one Right.

The Warrants will become exercisable on the later of 30 days after

the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO, and will expire five years

after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

of the 9,775,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the

redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection

with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s

In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable

equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require

common stock subject to redemption to be classified outside of permanent equity.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has

been codified in ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either

accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the

instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

The Company has elected to recognize the changes immediately.

The accretion or remeasurement is treated as a deemed dividend

(i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

of December 31, 2023, and December 31, 2022, the common stock reflected on the balance sheet is reconciled in the following table.

allocated to Warrants issued in IPO

( 1,055,700 )

allocated to Rights issued in IPO

( 1,270,750 )

costs of Public Units

( 5,824,123 )

( 50,225,065 )

of carrying value to redemption value

stock subject to possible redemption

$ 100,072,326

Private Placement

Substantially

concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $ 10.00 per

unit including 478,875 units to the Company’s Sponsor, and 20,000 units to US Tiger for aggregate proceeds to the Company of $ 4,988,750 .

Each Private Placement Units consists of one share of Class A Common Stock, one Warrant, and one Right.

The Sponsor will be permitted

to transfer the Private Placement Units held by them to certain permitted transferees, including the Company’s officers and directors

and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject

to the same agreements with respect to such securities as the founders.

Founder Shares and Private Shares are identical to the Public Shares.

However, the Company’s founders have agreed (A) to vote

their Founder Shares and Private Shares in favor of any proposed Business Combination, (B) not to propose, or vote in favor of,

prior to and unrelated to an initial Business Combination, an amendment to the Company’s certificate of incorporation that would

affect the substance or timing of the Company’s redemption obligation to redeem all Public Shares if the Company cannot complete

an initial Business Combination within the Combination Period, unless the Company provides public stockholders an opportunity to redeem

their Public Shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder Shares, Private Shares

and Public Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a proposed initial

Business Combination or sell any shares to the Company in any tender offer in connection with the Company’s proposed initial Business

Combination, and (D) that the Founder Shares and Private Shares shall not participate in any liquidating distribution upon winding

up if a Business Combination is not consummated.

Private Placement Units sold in the Private Placement including the underlying securities and the Working Capital Units (defined below)

that may be issued upon conversion of working capital loans (including extension notes) may not, subject to certain limited exceptions,

be transferred, assigned or sold by the holder until 30 days following the closing of the Business Combination, subject to certain exceptions.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Related Party Transactions

February 2, 2022, the Sponsor acquired 2,443,750 Class B common stock (“Founder Shares”) of for an aggregate purchase

price of $ 25,000 , or approximately $ 0.01 per share.

As of December 31, 2023 and 2022, there were 2,443,750 Founder Shares issued and

number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20 % of the number of

Class A Common Stock and Class B Common Stock (defined below in Note 7) issued and outstanding upon completion of the IPO.

founders have agreed not to transfer, assign or sell 50 % its Founder Shares until the earlier to occur of:

(A) six months after the completion

of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s Class A Common

Stock equals or exceeds $ 12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any

20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and the remaining

50 % of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s

initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company

consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right

to exchange their shares of Class A Common Stock for cash, securities or other property.

Any permitted transferees will be subject to

the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares.

has transferred an aggregate amount of 505,000 Founder Shares to the Company’s management and directors.

Substantially

concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $ 10.00 per

unit including 478,875 shares to the Company’s Sponsor, and 20,000 shares to US Tiger for an aggregate proceeds to the Company

the Company had outstanding balance of prepaid expenses for forward purchase contract of $ 13,114,964 .

Property and equipment, net

Property and equipment primarily

consist of office equipment.

Office equipment is stated at cost less accumulated depreciation less any provision required for impairment

Depreciation is computed using the straight-line method with no residual value based on the estimated useful lives of five years.

Costs of repairs and maintenance

are expensed as incurred and asset improvements are capitalized.

The cost and related accumulated depreciation of assets disposed of

or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations.

Impairment of long-lived assets

The Company reviews long-lived

assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted

cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment recognized is measured

by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

The Company impaired the property and

equipment with net book value of nil for the year ended December 31, 2024.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Underwriter fee payable

The underwriter fee payable

was due to two underwriters of FLFV in the initial public offering.

Pursuant to the underwriter agreements, the Company paid a total

underwriter fee of 2.0 % of the gross proceeds of the IPO, or $ 1,955,000 to the underwriters at the closing of the IPO.

the underwriters are entitled to an underwriter fee of 3.5 % of the gross proceeds of the IPO, or $ 3,421,250 upon the closing

of the Business Combination.

For the year ended December

31, 2024, the Company paid a total of $ 500,000 to both underwriters.

As of December 31, 2024, the Company had underwriter fee payable

of $ 2,921,250 .

sale of the Founder Shares to the Company’s management and directors is within the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

The fair value of the 505,000 Founder Shares granted to the Company’s management and

directors less the estimated forfeiture of 75,650 Founder Shares was $ 107,712 for a total of 429,350 Founder

Shares or $ 0.25 per share.

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business

Combination).

Compensation expense related to the Founder Shares is recognized only when the Business Combination is consummated under

As such no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a

Business Combination is consummated in an amount equal to the number of Founder Shares less the number of Founder Shares forfeited times

the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder

Representative

Company also issued 60,000 Representative Shares to US Tiger as part of representative compensation.

The Representative Shares are identical

to the Public Shares except that US Tiger has agreed not to transfer, assign or sell any such Representative Shares until the completion

of the Company’s initial Business Combination.

In addition, US Tiger has agreed (i) to waive its redemption rights with respect

to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to

liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination

within the Combination Period.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Note — Related Parties

February 2, 2022, the Sponsor agreed to loan the Company up to $ 500,000 to be used for a portion of the expenses of the IPO.

is non-interest bearing, unsecured and is due at the earlier of (1) January 31, 2023 or (2) the date on which the Company consummates

an initial public offering of its securities.

Prior to the IPO, the Company had $ 280,000 outstanding loan balance.

The loan was repaid

General and administrative expenses

General and administrative

expenses consist primarily of salaries, share-based compensation and benefits for employees involved in general corporate functions,

depreciation, legal and professional services fees, rental and other general corporate related expenses.

The Company accounts for

income taxes in accordance with the asset and liability method, the recognition of deferred income tax liabilities and assets for the

expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities.

Provision for income taxes consists of taxes currently due plus deferred taxes.

The charge for taxation is based on the results for the

year as adjusted for items which are non-assessable or disallowed.

It is calculated using tax rates that have been enacted or substantively

enacted by the balance sheet date.

Deferred tax is accounted

for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount

of assets and liabilities in the financial statements and the corresponding tax basis.

Deferred tax assets are recognized to the extent

that it is probable that taxable income to be utilized with prior net operating loss carried forwards.

Deferred tax is calculated using

tax rates that are expected to apply to the period when the asset is realized or the liability is settled.

Deferred tax is charged or

credited in the statements of operations, except when it is related to items credited or charged directly to equity.

Deferred tax assets

are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred

tax assets will not be realized.

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

An uncertain tax position

is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination,

with a tax examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than 50 % likely

of being realized on examination.

Penalties and interest incurred related to underpayment of income tax are classified as income tax

expense in the period incurred.

The Company may be subject

to income taxes in the U.S.

and foreign jurisdictions, when applicable.

The Company is incorporated in the State of Delaware and is required

to pay either income tax or franchise tax, whichever is applicable, to the State of Delaware on an annual basis.

The Company is also

registered as a foreign corporation with the State of New Jersey Department of the Treasury The Company would be subject to New Jersey

state tax laws if it has operation in the State of New Jersey.

Under the current and applicable

laws of BVI, both TP Holdings and TP NEV are not subject to tax on income or capital gains.

As of December 31, 2024 and 2023, there were

no temporary differences and no deferred tax asset or liability recognized.

The Company does not believe that there was any uncertain

tax positions as of December 31, 2024 and 2023.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Operating leases

The Company leases its offices,

which are classified as operating leases in accordance with Topic 842.

Operating leases are required to record in the balance sheet

as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments.

The Company has elected

the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of

the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and

(3) initial direct costs for any expired or existing leases as of the adoption date.

The Company elected the short-term lease exemption

as the lease terms are 12 months or less.

At the lease commencement

date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest

rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same

term as the underlying lease.

The right-of-use asset is

recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred,

consisting mainly of brokerage commissions, less any lease incentives received.

All right-of-use assets are reviewed for impairment.

There was no impairment for right-of-use lease assets as of December 31, 2024 and 2023.

Loss per share

Basic loss per share is

computed by dividing net income attributable to the holders of common stock by the weighted average number of common stock outstanding

during period presented.

Diluted loss per share is calculated by dividing net income attributable to the holders of common stock as adjusted

for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of common stock and dilutive common stock

equivalents outstanding during the period.

However, ordinary share equivalents are not included in the denominator of the diluted earnings

per share calculation when inclusion of such shares would be anti-dilutive.

Commitments and contingencies

In the normal course of

business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover

a wide range of matters, including, among others, government investigations and tax matters.

In accordance with ASC No.

450, the Company

records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably

The Jumpstart Our Business

Startups Act of 2012 (“JOBS Act”) provides that an emerging growth company (“EGC”), as defined therein, can take

advantage of an extended transition period for complying with new or revised accounting standards.

This allows an EGC to delay adoption

of certain accounting standards until those standards would otherwise apply to private companies.

The Company qualifies as an EGC as

of December 31, 2021 and has elected to apply the extended transition period for complying with new or revised accounting standards

that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC or (ii)

affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

As a result, our consolidated financial

statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently issued accounting standards

In November 2024, the FASB

issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40):

Disaggregation of Income Statement

Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by

requiring disaggregation of specific income statement expense captions.

Under the new guidance, entities are required to disclose a breakdown

of certain expense categories, such as:

employee compensation;

depreciation;

amortization, and other material components.

The disaggregated

information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular

The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

adoption is permitted.

The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have

a material impact.

In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 (on disclosures

about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance

in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December

15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU.

In December 2023, the FASB

issued ASU 2023-09, which is an update to Topic 740, Income Taxes.

The amendments in this update related to the rate reconciliation and

income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income

(or loss) and income tax expense (or benefit) to be consistent with U.S.

Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h),

Rules of General Application—General Notes to Financial Statements:

Income Tax Expense, and (2) removing disclosures that no longer

are considered cost beneficial or relevant.

For public business entities, the amendments in this update are effective for annual periods

beginning after December 15, 2024.

For entities other than public business entities, the amendments are effective for annual periods

beginning after December 15, 2025.

Early adoption is permitted for annual financial statements that have not yet been issued or made

available for issuance.

The amendments in this update should be applied on a prospective basis.

Retrospective application is permitted.

In November 2023, the FASB

issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures.

The amendments improve reportable segment

disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance

interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide

new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash

The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years

beginning after December 15, 2024.

The Company assesses that the adoption of these ASUs will not have a material impact on the Company’s

consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows.

In October 2023, the

FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification

initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall,

250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting—

Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall,

860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to

Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real

Estate Investment Trusts—Overall.

The amendments represent changes to clarify or improve disclosure and presentation requirements

of above subtopics.

Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures

with those entities that were not previously subject to the SEC’s requirements.

Also, the amendments align the requirements in

the Codification with the SEC’s regulations.

For entities subject to existing SEC disclosure requirements or those that must provide

financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the

date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K.

Early adoption is not allowed.

For all other

entities, the amendments will be effective two years later from the date of the SEC’s removal.

The Company does not believe

other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on it’s the

consolidated financial position, statements of operations and cash flows.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Significant risks and uncertainties

Assets that potentially

subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents.

The maximum exposure

of such assets to credit risk is their carrying amount as at the balance sheet dates.

As of December 31, 2024, the Company held cash

of $ 52,616 , among which $ 10,679 was deposits in bank accounts in Taiwan, $ 131,687 deposited in bank accounts in the United States and

$ 250 in bank accounts in Hong Kong.

Bank accounts in each bank

in Taiwan is insured by the government authority with the maximum limit of TW$ 3,000,000 (equivalent to approximately $ 91,500 ).

account in the United States is insured by Federal Deposit Insurance Corporation (“FDIC”) insurance with the maximum limit

of $ 250,000 .

Each bank account in Hong Kong is insured by the government authority with the maximum limit of HK$ 500,000 (equivalent

to approximately $ 64,400 ).

To limit exposure to credit risk relating to deposits, the Company primarily place cash and cash equivalent

deposits with large financial institutions in the United States and Hong Kong which management believes are of high credit quality

and the Company also continually monitors their credit worthiness.

GOING CONCERN

The Company has been incurring

losses from operations since its inception.

The Company had limited operations and did not generate any revenue for the financial year

ended December 31, 2024, and 2023 respectively.

This resulted in an accumulated deficit of $ 36,932,246 and $ 34,429,895 , loss from operations

of $ 2,502,351 and $ 1,815,644 and net cash outflows from operating activities of $ 1,227,253 and $ 658,729 in 2024 and 2023 respectively.

The working capital excluded the non-cash items, which are prepaid expenses for the Forward Purchase Agreement, deferred offering costs

and advance of subscription fees from shareholders.

These conditions raised substantial doubts about the Company’s ability to continue

as a going concern.

The Company’s liquidity

is based on its ability to obtain capital financing from equity interest investors and borrow funds on favorable economic terms to fund

its general operations and capital expansion needs.

The Company’s ability to continue as a going concern is dependent on management’s

ability to successfully raise more capitals and execute its business plan, which includes increasing revenue while controlling operating

cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive

financing cash flows.

Currently, the Company is working to improve its liquidity and capital sources mainly through borrowing from related

parties and obtaining financial support from its principal shareholder who has agreed to continue providing funds for the Company’s

working capital needs whenever needed.

In addition, in order to

fully implement its business plan and sustain continued growth, the Company is also actively seeking financing from outside investors,

borrowings from related parties and financial institutions.

However, there can be no assurance that these plans and arrangements will

be sufficient to fund the Company’s ongoing capital expenditure, working capital, and other requirements.

The accompanying consolidated

financial statements do not include any adjustments related to the recoverability or classification of asset and the amounts or classification

of liabilities that may result from the outcome of this uncertainty.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OTHER CURRENT ASSETS

Other current assets consisted

of the following:

made on behalf of the Sponsor (a)

made on behalf of a third party (b)

Prepaid expenses

(a) As discussed in Note 1, TP Holdings entered into a Merger Agreement with FLFV and its Merger Sub.

The balance of payments on behalf of the Sponsor represented the payments of extension loans in an amount of $ 300,000 made by TP Holdings on behalf of the Sponsor.

The balance was deducted against additional paid-in capital upon the closing of the Business Combination in 2024.

(b) Before entering into a Merger Agreement with FLFV, TP Holdings entered into a letter of intent with Aetherium Acquisition Corp.

(“GMFI”) to explore a potential business combination.

TP Holdings paid extension loans in an amount of $ 300,000 and working capital loans in an amount of $ 15,000 on behalf of GMFI.

In March 2024, the letter of intent with GMFI was terminated.

PROPERTY AND EQUIPMENT, NET

Property and equipment,

net consisted of the following:

Office equipment

accumulated depreciation

expense was $ 1,974 and $ 4,366 for the years ended December 31, 2024 and 2023, respectively.

the year ended December 31, 2024, the Company fully wrote off its office equipment

with net book value of $ nil .

OPERATING LEASE

In March 2022, TP Holdings

entered into one office spaces lease agreement (“March 2022 lease arrangement”) in Hong Kong under non-cancellable operating

lease, with lease terms of 24 months.

In March 2024, the March 2022 lease arrangement extended for 12 months through March 2025.

The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease

term and initial measurement of right of use assets and lease liabilities .

Lease expense for lease payment is recognized on a straight-line

basis over the lease term.

The Company determines whether

a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance

or operating lease.

When available, the Company uses the rate implicit in the lease to discount lease payments to present value;

most of the leases do not provide a readily determinable implicit rate.

Therefore, the Company discounts lease payments based on an estimate

of the incremental borrowing rate.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OPERATING LEASE (cont.)

For operating leases that

include rent holidays and rent escalation clauses, the Company recognizes lease expense on a straight-line basis over the lease term

from the date it takes possession of the leased property.

The Company records the straight-line lease expense and any contingent rent,

if applicable, in general and administrative expenses on the consolidated statements of income and comprehensive income.

The lease agreements do

not contain any material residual value guarantees or material restrictive covenants.

For short-term leases, the

Company records operating lease expense in its consolidated statements of income and comprehensive income on a straight-line basis over

the lease term and record variable lease payments as incurred.

The table below presents

the operating lease related assets and liabilities recorded on the consolidated balance sheets.

Right of use assets

Operating lease liabilities, current

Operating lease liabilities, noncurrent

Total operating lease

In June 2023, the Company

issued ordinary shares to settle obligations due to related parties, including lease liabilities of $ 131,588 (Note 7).

As of December 31,

2023, the Company had no outstanding lease liabilities.

Other information about

the Company’s leases is as follows:

For the Year Ended

Weighted average remaining lease term (years) $ 0.21 $ 0.21

Weighted average discount rate 5.5 % 5.5 %

Operating lease expenses

were $ 27,681 and $ 27,696 , respectively, for the years ended December 31, 2024 and 2023.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OTHER PAYABLE AND ACCRUED EXPENSES

Other payable and accrued

expenses consisted of the following:

Accrued professional expenses incurred for Business

Combination (a)

Accrued exercise tax on repurchases of common stocks (b)

(a) As of December 31, 2024, the balance of accrued professional expenses incurred for business combination consisted of expenses payable to a financial advisor, the counselor, public relation service providers and transfer agent.

(b) On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law.

The IRA provides for, among other things, a new U.S.

federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

As of December 31, 2024, the amount of the excise tax was accrued at 1 % of the fair market value of the shares repurchased at the time of the repurchase.

The Company has 1,000,000,000

shares of common stock authorized with par value $ 0.0001 per share.

As part of the Business

Combination between the FLFV and TP Holdings, the Company issued 5,279,673 shares of common stock to the shareholders of FLFV,

among which 2,443,750 shares of common stock were issued to the sponsor of FLFV, 548,761 shares of common stock were issued to private

shareholders, 2,227,162 shares of common stock were issued to public shareholders and 60,000 shares of common stock were issued to the

underwriter as representative shares.

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.

March 21, 2023, the Extension Payment 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.

connection with the Extension Payment, the Company issued the Note to the Sponsor.

The Note is non-interest bearing and payable (subject

to the waiver against trust provisions) upon the date on which the Company consummates its initial Business Combination.

The principal

balance may be prepaid at any time, at the election of the Company.

The holder of the Note has the right, but not the obligation, to

convert the Note, in whole or in part, into Private Units of the Company, as described in the Prospectus, by providing the Company with

written notice of its intention to convert the Note at least two business days prior to the closing of the Company’s initial Business

The number of Private Units to be received by the holder of the Note in connection with such conversion shall be an amount

determined by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $ 10.00 .

$ 600,000 of the Extension

Payment was deposited by the Company’s Sponsor and $ 377,500 was deposited by the Company from its working capital account in lieu

of the Sponsor, pursuant to the Short-Term Loan to the Company, which provides for repayment on or before March 31, 2023.

The Short-Term

Loan was repaid in full on March 24, 2023.

Following the Special Meeting, as of December 31, 2023, four Monthly

Extension Payments were deposited into the Trust Account for the public stockholders as of December 31, 2023 by the Sponsor, which

enabled the Company to extend the period of time it has to consummate its initial Business Combination by four months from June 21, 2023

to October 21, 2023.

In connection with the four Monthly Extension Payments, the Company issued four notes to the Sponsor.

October to December 2023, three Monthly Extension Payments was deposited into the Trust Account by TPH which enabled the Company to extend

the date by which it has to consummate its initial Business Combination by three months from October 21, 2023 to January 21, 2024.

In connection

with the October to December Monthly Extension Payments, the Company issued three unsecured promissory notes of $ 100,000 each to TPH

to evidence the payment made for the October to December Monthly Extension Payments.

notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination

or (ii) the date of expiry of the term of the Company (the “Maturity Date”).

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the Maturity Date;

(ii) the commencement of a voluntary or involuntary

bankruptcy action, (iii) the breach of the Company’s obligations thereunder;

(iv) any cross defaults;

(v) any enforcement proceedings

against the Company;

and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which

case the notes may be accelerated.

payee of the notes, has the right, but not the obligation, to convert the notes, in whole or in part, respectively, into Private Units

of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus, by

providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business

The number of Private Units to be received by the Sponsor in connection with such conversion shall be an amount determined

by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $ 10.00 .

of December 31, 2023 and December 31, 2022, the Company had total of $ 1,377,500 and nil , respectively, of promissory notes for extension

from the Sponsor.

As of December 31, 2023 and December 31, 2022, the Company had total of $ 300,000 and nil , respectively, of promissory

notes for extension from TPH.

addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate

of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may

If the Company completes the initial Business Combination, it would repay such loaned amounts.

In the event that the initial

Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such

loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $ 3,000,000 of such loans may be converted

upon consummation of the Business Combination into Private Placement Units at a price of $ 10.00 per unit (the “Working Capital

If the Company does not complete a Business Combination, the loans would be repaid out of funds not held in the Trust

Account, and only to the extent available.

Such Working Capital Units converted from loan would be identical to the Private Placement

Units sold in the Private Placement.

addition to the promissory notes in relation to the Monthly Extension Payments, the Company also borrowed $ 485,000 from the Sponsor for

working capital purposes.

of December 31, 2023 and December 31, 2022, the Company had total loan from related parties amounted to $ 2,162,500 and nil , respectively.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Commitments & Contingencies

and Uncertainties

Management continuously evaluates the impact of the COVID-19 pandemic

on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s

financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of

the date of these consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

holders of the Founder Shares and Private Placement Units, Working Capital Units issuable upon the conversion of certain working capital

loans and any underlying securities will be entitled to registration rights pursuant to a registration rights agreement signed on June

15, 2022, requiring the Company to register such securities for resale.

The holders of these securities are entitled to make up to three

demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business

Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

underwriters of the IPO (the “underwriters”) exercised the option to purchase an additional 1,275,000 units in the IPO.

Company paid an underwriting discount of 2.0 % of the gross proceeds of the IPO, or $ 1,955,000 to the underwriters at the closing of the

In addition, the underwriters will be entitled to a deferred fee of 3.5 % of the gross proceeds of the IPO, or $ 3,421,250 until the

closing of the Business Combination.

In addition, the Company issued 60,000 Representative Shares to US Tiger upon the closing of the

Stockholders’ Equity

Stock — Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized

to issue 500,000 shares of preference stock, $ 0.0001 par value, with such designations, voting and other rights and preferences as may

be determined from time to time by the Company’s board of directors.

As of December 31, 2023 and December 31, 2022, there was no

preferred stock issued or outstanding.

Common Stock — Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized

to issue 25,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share.

As of December 31, 2023 and December 31,

2022, there were 558,875 shares of Class A Common Stock issued and outstanding, excluding 4,983,493 and 9,775,000 shares subject

to possible redemption, respectively.

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

Common Stock — Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized

to issue 4,500,000 shares of Class B common stock (the “Class B Common Stock”) with a par value of $ 0.0001 per share.

As of December 31, 2023 and December 31, 2022, the Company issued 2,443,750 shares of Class B common stock.

stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

Holders of the Class A

common stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s

stockholders, except as required by law.

Class B Common Stock will automatically convert into shares of the Class A Common Stock at the time of the initial Business Combination,

or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution

On June 21, 2022, the Company issued 9,775,000 Rights in connection with the IPO.

Substantially concurrently with the closing of the

IPO, the Company issued 478,875 Rights to the Company’s Sponsor and 20,000 rights to US Tiger.

Except in cases where the Company

is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-tenth (1/10) of common

stock upon consummation of the initial Business Combination.

In the event the Company will not be the surviving company upon completion

of the initial Business Combination, each holder of a Right will automatically receive the kind and amount of securities or properties

of the surviving entity that each one-tenth (1/10) of one share of Class A Common Stock of the Company is entitled to receive upon consummation

of the Business Combination.

The Company will not issue fractional shares upon conversion of the Rights.

As a result, holder must convert

Rights in multiples of 10 in order to receive shares upon closing of a Business Combination.

If the Company is unable to complete an

initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust

Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless.

of December 31, 2023 and December 31, 2022, 10,273,875 Rights were outstanding.

— On June 21, 2022, the Company issued 9,775,000 Warrants in connection with the IPO.

Substantially concurrently with

the closing of the IPO, the Company issued 478,875 Warrants to the Company’s Sponsor and 20,000 Warrants to US Tiger.

entitles the registered holder to purchase one share of the Company’s Class A Common Stock at a price of $ 11.50 per share, subject

to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion

of the initial Business Combination.

The Warrants will expire five years after the completion of the Company’s initial Business

Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business

Combination, it will use its reasonable best efforts to file, and within 60 business days following its initial Business Combination

to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A Common

Stock issuable upon exercise of the Warrants.

The Company will use its reasonable best efforts to maintain the effectiveness of such

registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions

of the warrant agreement signed on June 15, 2022 (the “warrant agreement”).

No Warrants will be exercisable for cash unless

the Company has an effective and current registration statement covering the Class A Common Stock issuable upon exercise of the Warrants

and a current prospectus relating to such shares of Class A Common Stock.

Notwithstanding the above, if the Company’s Class A Common

Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition

of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of

Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities

Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required

to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising

purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price

(the “Newly Issued Price”) of less than $9.20 per share (with such issue price or effective issue price to be determined

in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s founders or their

affiliates, without taking into account any shares held by the Company’s founders or such affiliates, as applicable, prior to such

issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest

thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s

initial Business Combination (net of redemptions), and (z) the volume weighted average reported trading price of Class A Common

Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination

(the “Fair Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent)

to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price

described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued

Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant:

Upon closing of the Business

Combination, the Company issued an aggregated 90,000 shares of common stock to three independent directors of FLFV.

The fair value of

these shares was $ 900,000 by reference to the per share price of $ 10.00 .

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.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY (cont.)

On July 2, 2024, the Sellers

purchased and the Company issued additional 3,706,461 shares of the Company’s common stock to Meteora pursuant to the Forward Purchase

Agreement and Subscription Agreement.

The sellers 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.

As of December 31, 2024,

the Company had 50,716,094 shares of common stock issued and outstanding.

Preferred Stock

The Company has 100,000,000

shares of Preferred Stock authorized with par value $ 0.0001 per share.

As of December 31, 2024, the Company had nil shares of Preferred

Stock issued and outstanding.

Warrants issued in connection with FLFV’s

initial public offering (“IPO”)

In connection with FLFV’s

IPO on June 21, 2022, FLFV issued 9,775,000 warrants (“Public Warrants”).

Substantially concurrently with the closing

of the IPO, FLFV issued 478,875 warrants to FLFV’s Sponsor and 20,000 warrants to US Tiger (“Private

Warrants”) (Public Warrants and Private Warrants collectively the “Warrants”).

Each Warrant entitles the registered

holder to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment, at any time commencing on the

later of 12 months from the closing of the IPO or 30 days after June 21, 2024.

The Warrants will expire five years after June

The Warrants became exercisable

after the consummation of the Business Combination on June 21, 2024.

No Warrants will be exercisable for cash unless the Company has

an effective and current registration statement covering the common stock issuable upon exercise of the Warrants and a current prospectus

relating to such common stock.

The Company may call the

Warrants for redemption at a price of $ 0.01 per Warrant:

whole and not in part;

not less than 30 days’ prior written notice of redemption (the “30-day redemption

period”) to each warrant holder;

and only if, the reported last sale price of the Class A Common Stock equals or exceeds

$16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20 trading days within a 30-trading day period ending three business

days before the Company sends the notice of redemption to the warrant holders.

Company accounted for the 9,775,000 Warrants issued in the IPO as equity instruments in accordance with ASC 480, “Distinguishing

Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging:

● upon not less than 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder;

● if, and only if, the reported last sale price of the common stock equals or exceeds $ 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY (cont.)

The Company accounted for

the Warrants as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40,

“Derivatives and Hedging:

Contracts in Entity’s Own Equity”.

Company accounted for the Warrant as an expense of the IPO resulting in a charge directly to stockholders’ equity.

estimates that the fair value of the Warrants is approximately $ 1.1 million, or $ 0.108 per Unit, using the Monte Carlo Model.

fair value of the Warrants is estimated as of the date of grant using the following assumptions:

(1) expected volatility of 10.3 %,

(2) risk-free interest rate of 2.92 %, (3) expected life of 1.38 years, (4) exercise price of $ 11.50 and (5) stock price

Company accounted for the 498,875 Warrants issued in the Private Placement as equity instruments in accordance with ASC 480,

“Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging:

Contracts in Entity’s Own

The Company accounted for the Warrant as an expense of the sale of the Private Placement Units resulting in a charge

directly to stockholders’ equity.

The Company estimates that the fair value of the Warrants was approximately $ 0.05 million, or $ 0.108 per

Unit, using the Monte Carlo Model.

The fair value of the Warrants is estimated as of the date of grant using the following

The Company accounted for the Warrants as an expense

of the IPO resulting in a charge directly to stockholders’ equity.

The Company estimates that the fair value of the Public Warrants

and Private Warrants to be approximately $ 1.1 million and $ 0.05 million, respectively, or at $ 0.108 per warrant, using

the Monte Carlo Model.

The fair value of the Public Warrants and Private Warrant are estimated as of the date of grant using the

following assumptions:

(1) expected volatility of 10.3 %, (2) risk-free interest rate of 2.92 %, (3) expected life of 1.38 years,

(4) exercise price of $ 11.50 and (5) stock price of $ 9.76 .

of December 31, 2023 and December 31, 2022, 10,273,875 Warrants were outstanding.

— Income Taxes

Company’s taxable income primarily consists of interest earned on investments held in the Trust Account.

The income tax provision (benefit) for the year

ended December 31, 2023 and for the period from January 19, 2022 (inception) through December 31, 2022 were as follows:

in valuation allowance

tax provision

LIGHT ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation

of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

For the Period

statutory rate

State income tax, net of federal benefit

Permanent difference

Change in valuation

Other Warrants

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.

31, 2024, the Company issued 263,600 warrants to the Sponsor.

As of December 31, 2024,

the Company had issued and outstanding 10,537,475 warrants to purchase 10,537,485 shares of common stock.

On June 21, 2022, FLFV issued 9,775,000 Rights

(as defined below) in connection with the IPO.

Substantially concurrently with the closing of the IPO, FLFV issued 478,875 Rights

to the Sponsor and 20,000 rights to US Tiger.

Except in cases where FLFV was not the surviving company in an initial business

combination, each holder of a Right was automatically entitled to receive one-tenth (1/10) of common stock (the “Rights”)

upon consummation of the initial business combination.

On June 21, 2024, the Company

issued 1,027,386 shares of common stock to settle the rights.

As of December 31, 2024, the Company did not have outstanding rights.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cayman Islands

Under the current laws of

the Cayman Islands, the Company is not subject to tax on income or capital gain.

Additionally, upon payments of dividends to the shareholders,

no Cayman Islands withholding tax will be imposed.

British Virgin

Under the current and applicable laws

of BVI, TP Holdings and TP NEV are not subject to tax on income or capital gains.

TP HK is incorporated in

Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted

in accordance with relevant Hong Kong tax laws.

The applicable tax rate for the first HKD$ 2 million of assessable profits is

8.25 % and assessable profits above HKD$ 2 million will continue to be subject to the rate of 16.5 % for corporations in Hong Kong,

effective from the year of assessment 2018/2019.

Before that, the applicable tax rate was 16.5 % for corporations in Hong Kong.

TP TW is incorporated in

Taiwan and is subject to Taiwan corporate income tax on the taxable income as reported in its statutory financial statements adjusted

in accordance with relevant Taiwan tax laws.

The applicable tax rate for the first TW$ 120,000 of assessable profits is exempt from tax

and assessable profits above TWD$ 120,000 will be subject to the rate of 20 % for resident companies in Taiwan.

For the year ended December

31, 2024 and 2023, the Company did not incur income tax expenses.

Below is a reconciliation of the statutory tax rate to the effective

BVI statutory income tax rate

Effect of different income tax rates in other jurisdictions

Effect of changes in valuation allowance

Effective tax rate

Company’s net deferred tax assets at December 31, 2023 and December 31, 2022 were as follows:

Deferred tax assets(liability):

Start up cost

Deferred tax assets, net

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of

the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future

taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future

realization of the deferred tax assets and has therefore established a full valuation allowance.

— Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the date the financial statement is issued.

Other than the events below, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

January 19, 2024 and February 21, 2024, two Monthly Extension Payments of $ 100,000 were deposited into the Trust Account which enabled

the Company to extend the date by which it has to consummate its initial Business Combination from January 21, 2024 to March 21, 2024.

In connection with the Monthly Extension Payments, and pursuant to the Merger Agreement, on October 26, 2023, the Company issued two

unsecured promissory notes of $ 100,000 each to TPH to evidence the payment made for the January and February Monthly Extension Payments.

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.

Deferred tax assets and

deferred tax liabilities as of December 31, 2024 and 2023 consist of the following:

Net operating losses carryforwards

valuation allowance

Total deferred tax assets

As of December 31,

2024, the Company had net operating loss carrying forwards of $ 117,590 from the Company’s Hong Kong subsidiaries, which will be

carried forward indefinitely to offset future profits of the Company’s Hong Kong subsidiaries.

The Company evaluates its valuation

allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering

whether, based on the weight of that evidence, a valuation allowance is needed.

When circumstances cause a change in management’s

judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected

in income from operations.

The future realization of the tax benefit of an existing deductible temporary difference ultimately depends

on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable

The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred

tax asset will be fully realized.

As of December 31, 2024, full valuation allowance of was provided against deferred tax assets arising

from net operation losses carryforwards as the Company assessed that it was more likely than not that that the net operating losses would

not be fully utilized before expiration.

Uncertain tax positions

The Company evaluates each

uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the

unrecognized benefits associated with the tax positions.

As of December 31, 2024 and 2023, the Company did not have any unrecognized

uncertain tax positions and the Company does not believe that its unrecognized tax benefits will change over the next twelve months.

For the years ended December 31, 2024 and 2023, the Company did not incur any interest and penalties related to potential underpaid income

tax expenses.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS AND BALANCES

Nature of relationships with

related parties:

Relationship with the Company

Thunder Power (Hong Kong) Limited (“TP HK”) Over which the spouse of Mr.

Wellen Sham, the Company’s controlling shareholder, exercises significant influence

Thunder Power Electric Vehicle (Hong Kong) Limited (“TPEV HK”) Over which the spouse of Mr.

Wellen Sham, the Company’s controlling shareholder, exercises significant influence

Wellen Sham Controlling shareholder of the Company

Ling Houng Sham Spouse of Mr.

Feutune Light Sponsor LLC (“FLFV Sponsor”) Shareholder of the Company

Related party transactions:

For the Year Ended December 31,

Nature 2024 2023

TP HK Rental expenses $ 27,681 $ 27,696

On June 30, 2023, the outstanding

balances due to TP HK, TPEV HK and Mr.

Wellen Sham as of June 30, 2023 were settled by issuance of 2,183,887 of the Company’s

common stock.

For the year ended December

31, 2024, the Company borrowed $ 951,560 from Mr.

Wellen Sham to support the Company’s operations.

The borrowings bear interest

rate ranging between 8 % and 10 % and is payable through December 2025.

As of December 31, 2024, the Company repaid borrowings of $ 25,000

Balance with related parties:

For the Year Ended

Nature 2024 2023

TP HK (1) Amount due to the related party $ 96,236 $ 68,992

Wellen Sham (2) Amount due to the related party 1,271,415 —

Ling Houng Sham (2) Amount due to the related party 208,636 —

FLFV Sponsor (3) Amount due to the related party 190,000 —

$ 1,766,287 $ 68,992

(1) The balance due to TP HK represented the payments made by TP HK on behalf of TP Holdings regarding the office rental fee and employee salary expenses.

The balance is interest free and is repayable on demand.

(2) The balance due to Mr.

Wellen Sham represented the promissory notes of $ 560,000 for extension of FLFV, promissory notes of $ 691,560 for the daily operation of the Company, other payable of $ 4,000 for payment of operating expenses on behalf of the Company and interest payable of $ 40,855 .

The balance due to Ms.

Ling Houng Sham represented promissory notes of $ 200,000 for extension of FLFV and interest payable of $ 8,636 .

Among the promissory notes issued to Mr.

Wellen Sham, $ 260,000 of which was borrowed by TPHL and bear interest rate of 8 % per annum and were payable on June 21, 2024, $ 300,000 was borrowed by FLFV which bear interest rate of 10 % and is payable on September 19, 2024, $ 350,060 was borrowed by the Company which bear interest rate of 10 % and is payable on September 10, 2025, $ 100,000 was borrowed by the Company which bear interest rate of 10 % and is payable on October 16, 2025, $ 121,500 was borrowed by the Company which bear interest rate of 8 % and is payable on November 12, 2025, and $ 120,000 was borrowed by the Company which bear interest rate of 8 % and is payable on December 9, 2025.

As of December 31, 2024, the Company repaid $ 25,000 to Mr.

As of the date of this Annual Report, the Company has not settled the promissory notes with Mr.

Among the promissory notes issued to Ms.

Ling Houng Sham, $ 100,000 borrowed by TPHL which bear interest rate of 8 % per annum and were payable on June 21, 2024, and $ 100,000 borrowed by FLFV which bear interest rate of 8 % and is payable on June 21, 2024.

As of the date of this Annual Report, the Company has not settled the promissory notes with Ms.

Ling Houng Sham.

(3) In May and June 2024, FLFV issued three promissory notes to the FLFV Sponsor in exchange for an aggregated loans of $ 190,000 from the FLFV Sponsor, among which $ 50,000 was payable on closing of the Business Combination, and $ 140,000 was payable on July 21, 2024.

As of the date of this Annual Report, the Company has not settled the promissory notes with FLFV Sponsor.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SHARE-BASED COMPENSATION

Share options

In October 2014, TP

Holdings adopted a Thunder Power Holdings Limited Share Option Plan (the “2014 Plan”), As of December 31, 2024, the 2014

Plan existed to the extent that there are options/awards outstanding thereunder.

On June 17, 2024, the stockholders

of the Company voted to approve the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), which became effective at the closing

of the Business Combination.

All outstanding options to purchase share of TP Holdings granted under the 2014 Plan has rolled over into

the 2024 Plan and became options to purchase share of Common Stock of the Company.

Such options granted under the 2014 Plan will continue

to be subject to the terms and conditions as set forth in the agreements evidencing such stock options and the terms of the 2024 Plan

(including the terms of the Prior Plan attached as an exhibit to the 2024 Plan).

The total number of shares

of the Company’s Common Stock reserved and available for grant and issuance pursuant to awards under the 2024 Plan equals 10 % of

the total number of outstanding shares of the Company’s Common Stock immediately following the Business Combination, the full amount

of which may be issued pursuant to incentive stock options.

In addition, annually on the first trading day of the calendar year, beginning

with the 2025 calendar year, the share reserve (but not the incentive stock option limit) will automatically increase by 5 % of the total

number of shares of the Company’s Common Stock outstanding as of the last day of the immediately preceding calendar year, unless

the administrator of the 2024 Plan acts prior to January 1 of such calendar year to provide that there will be no increase or a lesser

increase in the share reserve for that year.

Under the 2024 Plan, non-employee directors, employees and consultants, and any individual

to whom the Company and the affiliates have extended a formal offer of employment, are eligible to receive awards under the 2024 Plan.

There is no limit on the number or class of directors, employees or consultants that are eligible to receive awards.

For the years ended December

31, 2024 and 2023, the transaction activities of share options were as below:

Weighted average exercise price per

Outstanding at December 31, 2022

Outstanding at December 31, 2023

Outstanding at December 31, 2024

The following table summarizes

information with respect to outstanding share options to employees as of December 31, 2024.

options Weighted average remaining

Outstanding at December 31, 2024 377,500 $ 0.31

For the year ended December

31, 2024 and 2023, the Company charged share-based compensation expenses of $ nil and $ 45 , respectively, in the accounts of “General

and administrative expenses”.

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

SHARE-BASED COMP ENSATION

Other share-based compensation

As noted in Note 8,

the Company issued 2,183,887 shares of common stock to Mr.

Wellen Sham, to settle its outstanding liabilities due to related parties

aggregating $ 609,958 .

The fair value of the common stock was $ 0.49 per share.

The total fair value of these common stock of $ 1,071,524

exceeded the outstanding liabilities by $ 461,566 , which was deemed as share-based compensation to Mr.

The Company recorded

$ 461,566 as share-based settlement expenses in the account of “General and administrative expenses” in the consolidated statements

of operations.

In July 2023, the Company

issued 2,835,526 shares of common stock to certain investors in exchange for cash consideration of $ 1,060,000 .

On the issuance date,

the fair value of the common stock was $ 0.49 per share.

The total fair value of the common stock of $ 1,391,250 exceeded the cash consideration

by $ 331,250 , which was deemed as share-based compensation expenses to these investors.

The Company recorded $ 331,250 as share-based compensation

expenses in the account of “General and administrative expenses” in the consolidated statements of operations.

In July 2023, the Company

issued 150,727 shares of common stock to Ms.

The issuance of common stock was to settle the consulting service fees of $ 56,346

On the issuance date, the fair value of the common stock was $ 0.49 per share.

The fair value of the common stock of

$ 73,953 exceeded the Company’s liabilities by $ 17,608 , which was deemed as a share-based compensation expenses to Ms.

Company recorded $ 17,608 as share-based compensation expenses in the account of “General and administrative expenses” in

the consolidated statements of operations.

In June 2024, the Company

issued 90,000 shares of common stock to three independent directors of FLFV for their past services.

The grant date fair value of the

common stock was $ 900,000 , calculated at $ 10 per share.

The Company recorded share-based compensation expenses in the “general

and administrative expenses” with corresponding accounts to equity.

Immediately prior to the

closing of FLFV’s IPO on June 21, 2022, FLFV’s Sponsor agreed to transfer an aggregated amount of 505,000 founder shares

that are shares of FLFV Common Stock initially purchased by the Sponsor (“Founder Shares”)to FLFV’s officers, directors,

secretary and their designees.

The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a business

combination).

Compensation expense related to the Founders Shares is recognized only when the business combination is consummated under

The sale of the Founders Shares to FLFV’s management and directors is within the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

On June 21, 2024, the Sponsor transferred 429,350 shares to FLFV’s officers, directors, secretary

and their designees.

The fair value was $ 107,712 for a total of 429,350 shares or $ 0.25 per share.

The Company recognized share-based

compensation expenses of $ 107,712 on June 21, 2024.

On June 21, 2024, the Company

entered into an advisory agreement with a service provider, pursuant to which the Company would issue 8,570 shares of common stock to

the service provider for its services provided in connection with consummation of the Business Combination.

The Company referred the

closing price of $ 2.56 per share on June 21, 2024 as the grant date fair value, and recorded the share-based compensation expenses of

$ 21,939 as reduction against additional paid-in capital.

In October 2024, the Company issued 8,570 shares of common stock to the service

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

CONTINGENT CONSIDERATION

On June 21, 2024, the Company

entered into an escrow agreement (the “Escrow Agreement”) with Mr.

Wellen Sham, Yuanmei Ma and CST, pursuant to which, among

other things, (1) CST will act as the escrow agent under the Escrow Agreement;

(2) at the closing of the Business Combination, the Company

deposited with CST 20,000,000 shares of common stock as Earnout Shares, to be held by CST in a segregated escrow account (“Earnout

Escrow Account”);

and (3) if any portion of the Earnout Shares becomes eligible for release in accordance with the terms of the

Escrow Agreement, CST will release the applicable portion of the Earnout Shares from the Earnout Escrow Account in accordance with the

terms of the Escrow Agreement and disburse to each eligible recipient the applicable portion of Earnout Shares therefrom.

The Earnout Shares shall

be released or otherwise forfeited as follows:

(i) an aggregate of 5,000,000 Earnout Shares (the “Tranche 1 Earnout Shares”)

will be vested, if and only if, on the occurrence that the amount of sales/revenues of the Company for any of the fiscal years (such

fiscal year is referred to as “Tranche 1 Fiscal Year”) ending from December 31, 2023 to December 31, 2025 is no less than

$ 42,200,000 as evidenced by the audited financial statements of the Company prepared in accordance with U.S.

GAAP for the Tranche 1 Fiscal

Year that is contained in an annual report on Form 10-K filed by the Company with the SEC (the “Tranche 1 Annual Report”);

(ii) an aggregate of 15,000,000 Earnout Shares (the “Tranche 2 Earnout Shares”) will be vested, if and only if, on the occurrence

that the amount of sales/revenues of the Company for any of the fiscal years (such fiscal year is referred to as “Tranche 2 Fiscal

Year”) ending from December 31, 2023 to December 31, 2026 is no less than $ 415,000,000 as evidenced by the audited financial statements

of the Company prepared in accordance with U.S.

GAAP for the Tranche 2 Fiscal Year that is contained in an annual report on Form 10-K

filed by the Company with the SEC (the “Tranche 2 Annual Report”);

(iii) Within five (5) business days following the determination

that all or any portion of the Tranche 1 Earnout Shares or Tranche 2 Earnout Shares become vested, the Company, together with Mr.

Ma, shall instruct the Escrow Agent to irrevocably and unconditionally release the vested tranche of Earnout Shares from the

Escrow Account in accordance with the terms of the Escrow Agreement to certain of the Company’s shareholders.

Each tranche of Earnout

Shares may be released only once, but more than one tranche can be released in any year in accordance with the Escrow Agreement.

The Earnout Shares are determined

as contingent consideration in connection with the reverse recapitalization.

In addition, the issuance of Earnout Shares does not meet

any condition to be classified as a liability under ASC 815, thus it should be classified as an equity financial instrument, and measure

at fair value using the quoted market price on grant date, June 11, 2024, which was $ 2.56 per share.

For the year ended December

31, 2024, the sales/revenues condition described above was not met.

Currently the Company could not reasonably assess the performance

condition for the year ending December 31, 2025.

The Company will recognize share-based compensation expenses with corresponding account

charged to additional paid-in capital upon the vesting of Earnout Shares.

CONTINGENCIES

On December 19, 2024, the Company entered into a Share Exchange Agreement

(the “Agreement”) with certain shareholders (the “TW Company Shareholders”) of Electric Power Technology Limited,

a Taiwan corporation (“TW Company”).

Pursuant to the Agreement, the TW Company Shareholders will exchange 31,626,082 ordinary

shares of TW Company for 37,635,039 newly issued shares of the Company’s common stock, par value $ 0.0001 per share (the “Exchange”).

Upon completion of the Exchange, the Company will acquire approximately 30.8 % of TW Company’s total issued and outstanding shares.

The closing of the Exchange is subject to customary conditions, including receipt of all necessary regulatory approvals and the approval

of the Company’s shareholders.

The Agreement contains customary representations, warranties and covenants by the parties.

must occur no later than October 31, 2025.

SUBSEQUENT EVENT

On March 7, 2025,

the Company received a notification letter from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”)

stating that the Company has not regained compliance with Nasdaq Listing Rules 5450(a)(1), which requires the Company’s listed

securities to maintain a minimum bid price of $ 1.00 per share (the “Bid Price Rule”) and 5450(b)(2)(A), which requires the

Company to maintain a minimum Market Value of Listed Securities (“MVLS”) of $ 50,000,000 (the “MVLS Rule”).

the Nasdaq Staff has determined that the Company’s securities was delisted from the Nasdaq Global Market.

Unless the Company requests

an appeal of Nasdaq’s determination, trading of the Company’s common stock was suspended at the opening of business on March

18, 2025, and a Form 25-NSE was filed with the Securities and Exchange Commission, which removed the Company’s securities from

listing and registration on The Nasdaq Stock Market.

On March 26, 2025, the Company

received approval from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) to transfer the listing

of the Company’s common stock (“Common Stock”) from the Nasdaq Global Market to the Nasdaq Capital Market (the “Approval

The Company’s Common Stock was transferred to the Nasdaq Capital Market at the opening of business on March 28,

2025, and will continue to trade under the symbol “AIEV.”

Following the transfer of

the Company’s Common Stock to the Nasdaq Capital Market on March 28, 2025, the Company is now subject to continued listing requirements

of the Nasdaq Capital Market.

The MVLS Requirement is no longer applicable to the Company.

In the Approval Letter, Nasdaq notified the

Company that the Company is non-compliant with Nasdaq Capital Market Listing Rule 5555(a)(1), which requires the Company to comply with

the same Bid Price Requirement.

The Company intends to submit a plan to regain compliance with the continued listing requirements to the

Panel as part of the Hearing process.

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 9A. Controls and Procedures