Thunder Power Holdings, Inc 8-K, filed Jun 20, 2024
Thunder Power Holdings, Inc. (AIEV)
About this 8-K
Thunder Power Holdings, Inc filed this 8-K on June 20, 2024, reporting on events of June 17, 2024.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act: None.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 17, 2024, Feutune Light Acquisition Corporation (“FLFV”) held a special meeting of the stockholders (the “Special Meeting”) in connection with the Business Combination (as defined below).
At the Special Meeting, the stockholders of FLFV approved the proposal (“NTA Requirement Amendment Proposal”) to amend FLFV’s current amended and restated certificate of incorporation (the “Current Charter”) to amend the requirement that FLFV may not redeem FLFV’s public shares of common stock in an amount that would cause FLFV’s net tangible assets to be less than US$5,000,001 following such redemptions (the “NTA Requirement Amendment”). The purpose of the NTA Requirement Amendment is to expand the methods that FLFV may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “SEC”). On June 17, 2024, the NTA Requirement Amendment was filed with the Secretary of State of Delaware, effective on the same date.
A copy of the NTA Requirement Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2024, FLFV held the Special Meeting in connection with the Business Combination contemplated by an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”), by and among FLFV, Feutune Light Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of FLFV (“Merger Sub”), and Thunder Power Holdings Limited, a British Virgin Islands company (“Thunder Power”), pursuant to which Thunder Power will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of FLFV (the “Business Combination”). The Business Combination is described in the definitive proxy statement/prospectus included in the registration statement on Form S-4 (File No. 333-275933) (as amended or supplemented from time to time, the “Form S-4”), initially filed by FLFV with the SEC on December 7, 2023 and declared effective by the SEC on May 10, 2024. Capitalized terms used but not defined this Current Report on Form 8-K shall have the meanings set forth in the Form S-4.
On April 22, 2024, the record date of the Special Meeting, there were 5,607,419 issued and outstanding shares of common stock of FLFV, including 2,604,794 Public Shares (as defined below), 2,443,750 Founder Shares, 60,000 Representative Shares and 498,875 Private Shares, approximately 90.66% of which were represented in person or by proxy at the Special Meeting. In this Current Report on Form 8-K, “Public Shares” means the shares of Class A common stock of FLFV issued in its initial public offering and “Combined Company” or “PubCo” means FLFV subsequent to the Business Combination under the name of “Thunder Power Holdings, Inc.”
The final results for the matters submitted to a vote of FLFV’s stockholders at the Special Meeting are as follows:
1. The Business Combination Proposal
The stockholders of FLFV approved the proposal to (a) adopt and approve the Merger Agreement; (b) adopt and approve each Additional Agreement (as defined in the Merger Agreement); and (c) approve the Merger and other transactions contemplated therein.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
2. NTA Requirement Amendment Proposal
The stockholders of FLFV approved the NTA Requirement Amendment Proposal.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,275,262 | 0 | 0 |
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3. The Charter Amendment Proposal
The stockholders of FLFV approved the proposal to adopt the Proposed Charter, a copy of which is attached to the Form S-4 as Annex C, which will be in effect upon the closing of the Merger.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
4. The Advisory Charter Amendment Proposals
The stockholders approved, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which were presented pursuant to guidance of the SEC as six separate sub-proposals:
Advisory Charter Amendment Proposal A — to change the corporate name of the Combined Company to “Thunder Power Holdings, Inc.” on and from the time of the Business Combination.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,850,307 | 233,383 | 0 |
Advisory Charter Amendment Proposal B — to increase the authorized shares of common stock of the Combined Company to 1,000,000,000 shares of common stock, par value of $0.0001 per share.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,850,307 | 233,383 | 0 |
Advisory Charter Amendment Proposal C — to increase the authorized shares of preferred stock of the Combined Company to 100,000,000 shares of preferred stock, par value of $0.0001 per share.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
Advisory Charter Amendment Proposal D — to provide that certain named individuals be elected to serve as Class I, Class II, and Class III directors to serve staggered terms on the board of directors of the Combined Company until their respective successors are duly elected and qualified, or until their earlier resignation, death, or removal, and to provide that the removal of any director be only for cause and only by the affirmative vote of the holders of at least two-thirds (66 2/3%) of the Combined Company’s then-outstanding shares of capital stock entitled to vote at an election of directors.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
Advisory Charter Amendment Proposal E — to provide that certain amendments to provisions of the Proposed Charter will require the approval of the holders of at least two-thirds (66 2/3%) of the Combined Company’s then-outstanding shares of capital stock entitled to vote on such amendments, and of the holders of shares of each class entitled to vote thereon as a class.
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The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
Advisory Charter Amendment Proposal F — to make the Combined Company’s corporate existence perpetual instead of requiring FLFV to be dissolved and liquidated if it cannot complete its initial business combination with the period provided in its Current Charter, and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies including changing its designation from being a blank check company.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
5. The Nasdaq Stock Issuance Proposal
The stockholders of FLFV approved, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of 60,000,000 shares of PubCo Common Stock in connection with the Business Combination.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
6. Director Election Proposal
The stockholders of FLFV approved the appointment of five directors who, upon consummation of the Business Combination, will become directors of the Combined Company.
The voting results were as follows:
| Coleman Bradley | FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
| Yuanmei Ma | FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
| Mingchih Chen | FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
| Thomas Hollihan | FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
| Kevin Vassily | FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
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7. The 2024 Plan Proposal
The stockholders of FLFV approved the 2024 equity incentive plan (the “2024 Plan”), a copy of which is attached to the Form S-4 as Annex D, which will become effective as of and is contingent on the consummation of the Business Combination.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,098,824 | 176,438 | 0 |
8. The Adjournment Proposal
The stockholders of FLFV approved the proposal to adjourn the Special Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the board of directors of FLFV or the officer presiding over the Special Meeting, for FLFV to consummate the Business Combination.
The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,850,307 | 233,383 | 0 |
Item 7.01 Regulation FD Disclosure.
On June 18, 2024, FLFV issued a press release announcing the approval of the Business Combination by its stockholders (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and the Press Release hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In connection with the Special Meeting, holders of Public Shares had the right to elect to redeem all or a portion of their Public Shares. As of June 20, 2024, holders of approximately 1,355,132 Public Shares were rendered for redemption.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 17, 2024. | |
| 99.1 | Press Release, dated June 18, 2024 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Feutune Light Acquisition Corporation | ||
| Date: June 20, 2024 | By: | /s/ Yuanmei Ma |
| Name: | Yuanmei Ma | |
| Title: | Chief Financial Officer | |
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Exhibit 3.1
| Delaware | Page 1 |
| The First State |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FEUTUNE LIGHT ACQUISITION CORPORATION”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF JUNE, A.D. 2024, AT 1:59 O’CLOCK P.M.
6554272 8100 SR# 20242898609 |
|
Authentication: 203728760 |
| You may verify this certificate online at corp.delaware.gov/authver.shtml | ||
State of Delaware Secretary of State Division of Corporations Delivered 01:59 PM 06/17/2024 FILED 01:59 PM 06/17/2024 SR 20242895515 - File Number 6554272 |
CERTIFICATE
OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FEUTUNE LIGHT ACQUISITION CORPORATION
June 17, 2024
Feutune Light Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Feutune Light Acquisition Corporation”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 19, 2022 (the “Original Certificate of Incorporation”). An Amended and Restated Certificate of Incorporation of the Corporation (the “First Amended and Restated Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on June 14, 2022. A Certificate of Amendment to the First Amended and Restated Certificate of Incorporation (the “First Certificate of Amendment”) was filed with the Secretary of State of the State of Delaware on June 20, 2023. Another Certificate of Amendment to the First Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 18, 2024 (the “Second Certificate of Amendment”).
2. This Certificate of Amendment (the “Third Certificate of Amendment”) to the First Amended and Restated Certificate of Incorporation further amends the First Amended and Restated Certificate of Incorporation.
3. This Third Certificate of Amendment was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 228 and 242 of the General Corporation Law of the State of Delaware.
4. This Third Certificate of Amendment shall become effective on the date of filing with the Secretary of State of the State of Delaware.
5. The text of Section 9.2(a) is hereby amended and restated to read in full as follows:
(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of Sections 9.2(b) to 9.2(d) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”); provided, however, that the Corporation will only redeem Offering Shares so long as (after such redemption), the Corporation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)), or of any entity that succeeds the Corporation as a public company, will be at least $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination upon consummation of the initial Business Combination (such limitation hereinafter called the “Redemption Limitation”), unless the Corporation is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
IN WITNESS WHEREOF, Feutune Light Acquisition Corporation has caused this Third Certificate of Amendment to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| Feutune Light Acquisition Corporation | ||
| By: | /s/ Lei Xu | |
| Name: | Lei Xu | |
| Title: | Chairwoman and President | |
Exhibit 99.1
Feutune Light Acquisition Corporation Announces Approval of Business Combination by Stockholders
Wilmington, DE, June 18, 2024 (GLOBE NEWSWIRE) -- Feutune Light Acquisition Corporation (Nasdaq: FLFV), a special purpose acquisition company (“FLFV” or the “Company”), today announced that its previously announced business combination (the “Business Combination”) with Thunder Power Holdings Limited (“Thunder Power”), was approved at a special meeting of stockholders (the "Special Meeting") of FLFV held on June 17, 2024. Approximately 95.87% of the votes cast at the Special Meeting were in favor of the Business Combination. FLFV plans to file the results of the Special Meeting, as tabulated by an independent inspector of elections, on a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”).
The closing of the Business Combination is subject to the satisfaction of customary closing conditions. The combined company will be renamed as “Thunder Power Holdings, Inc.” and its shares of common stock are expected to begin trading on the Nasdaq under the symbol “AIEV” once the transaction is closed.
About Feutune Light Acquisition Corporation
Feutune Light Acquisition Corporation is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business are not limited to a particular industry or geographic region, although the Company is prohibited from undertaking an initial business combination with any entity that is based in or has the majority of its operations in China (including Hong Kong and Macau).
Forward-Looking Statements
This press release includes forward looking statements that involve risks and uncertainties. Forward looking statements are subject to numerous conditions, risks and changes in circumstances, many of which are beyond the control of the Company, including those set forth in the prospectus (File No. 333-264221) relating to the Company’s initial public offering, filed with the SEC on June 17, 2022, the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 6, 2024, and the proxy statement/prospectus included in the Registration Statement on Form S-4 (File No. 333-275933) relating to the Business Combination, initially filed with the SEC on December 7, 2023 and declared effective by the SEC on May 10, 2024, and other documents that the Company may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact Information:
Feutune
Light Acquisition Corporation
Yuanmei Ma
Chief Financial Officer
221 W 9th St #848
Wilmington, Delaware
(909)-214-2482