UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

THUNDER POWER HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

31561T 102

(CUSIP Number)

Yuanmei Ma

Chief Financial Officer

Vistra Corporate Services Centre, Wickhams Cay II

Road Town, Tortola, VG1110, British Virgin Islands

Telephone Number: (347) 329-1575 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 3d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 31561T 102

SCHEDULE 13D

CUSIP No. 31561T 102

SCHEDULE 13D

CUSIP No. 31561T 102

This statement (the “Schedule 13D”) relates to the common stock, par value $0.0001 (the “PubCo Common Stock”), issued by Thunder Power Holdings, Inc. (the “Issuer” or “PubCo”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Securities acquired: Common Stock, $0.0001 par value.

(a) This statement is filed by Feutune Light Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and Sau Fong Yeung (“Ms. Yeung”, and together with the Sponsor, the “Reporting Persons”). The Sponsor is the holder of record of approximately 5.88% of the Issuer’s outstanding shares of PubCo Common Stock based on the number of shares of PubCo Common Stock outstanding as of June 21, 2024 and Ms. Yeung is the sole manager of the Sponsor and deemed to have sole voting and investment discretion with respect to the shares of PubCo Common Stock held by the Sponsor.

(b) The principal business address of each of the Reporting Persons is 221 W 9^th St, #848, Wilmington, DE 19801.

(c) The Sponsor is a stockholder of the Issuer and primarily involved in investment. Ms. Yeung is the manager of the Sponsor.

(d) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws.

(f) The Sponsor is a limited liability company incorporated in the State of Delaware. The citizenship of Ms. Yeung is the Hong Kong Special Administrative Region, People’s Republic of China, and Ms. Yeung is a U.S. permanent resident.

The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.

SCHEDULE 13D

CUSIP No. 31561T 102

On February 2, 2022, the Sponsor acquired 2,443,750 shares (the “Founder Shares”) of Class B Common Stock (as defined below) of Feutune Light Acquisition Corporation (“FLFV”) for an aggregate purchase price of $25,000 pursuant to a securities purchase agreement.

On or immediately following June 15, 2022, the Sponsor transferred the an aggregate amount of 505,000 Founder Shares to certain officers, directors, and the secretary of the FLFV for the original purchase price pursuant to a certain share transfer agreement.

On June 21, 2022, simultaneous with the closing of the initial public offering of FLFV and the exercise of the underwriters’ over-allotment in full, the Sponsor purchased 478,875 units (the “Private Units”) from the FLFV at $10.00 per share for a total purchase price of $4,788,750. Each Private Unit consisted of one share of Class A Common stock (as defined below), one redeemable warrant and one right to receive one-tenth (1/10) of one share of Class A Common Stock.

On March 14, 2023, pursuant to a certain securities purchase agreement among the Sponsor, the CEO, President, CFO and secretary of FLFV (collectively, the “Affiliates”), the Sponsor repurchased an aggregate of 75,650 Founder Shares from the Affiliates.

Pursuant to an Agreement and Plan of Merger, dated October 26, 2023 (as amended on March 19, 2024 and April 5, 2024, 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”), FLFV completed the business combination with Thunder Power (the “Business Combination”) on June 21, 2024, whereby it changed its name to “Thunder Power Holdings, Inc.”, and 2,755,472 shares of PubCo Common Stock were issued to the Sponsor as of that date, which include:

(x) 2,417,625 shares of PubCo Common Stock, converted, on an one-for-one basis, from all 1,938,750 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) and all 478,875 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of FLFV that the Sponsor held prior to the closing of the Business Combination;

(y) 47,887 shares of PubCo Common Stock were issued as a result of the cancellation of 478,875 rights of FLFV that the Sponsor held prior to the Business Combination and the exchange of all such 478,875 rights, on ten-for-one basis, for such number of shares of PubCo Common Stock, with no fractional shares issued;

(z) 289,960 shares of PubCo Common Stock were issued, pursuant to certain letter agreement, dated June 21, 2024, by and among the Company, the Sponsor, and members of the Sponsor, including (1) 263,600 shares of PubCo Common Stock converted, on a one-for-one basis, from 263,600 shares of Class A common stock underlying 263,600 units of FLFV (the “Working Capital Units”) that were issued immediately prior to the Business Combination from the conversion of $2,636,000 of working capital loans from the Sponsor to the FLFV (the “Working Capital Loans”), and (2) 26,360 shares of PubCo Common Stock converted, on a ten-for-one basis, from the cancellation and exchange of 263,600 rights of FLFV underlying the Working Capital Units, on a ten-for-one basis, for such number of shares of PubCo Common Stock, with no fractional shares issued.

Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors (the “Board”) or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.

The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) in the preceding paragraph.

SCHEDULE 13D

CUSIP No. 31561T 102

(a) The responses to Items 7 - 13 of the cover page of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of shares of PubCo Common Stock beneficially owned or directly held by the Reporting Persons are based upon a total of 46,799,634 shares of PubCo Common Stock outstanding as of June 21, 2024. The Reporting Persons collectively beneficially own 2,755,472 shares of PubCo Common Stock, representing approximately 5.88% of the issued and outstanding shares of PubCo Common Stock.

(b) The responses to Items 7 - 13 of the cover page of this Schedule 13D are incorporated herein by reference. The Sponsor beneficially owns 2,755,472 shares of PubCo Common Stock, representing approximately 5.88% of the issued and outstanding shares of PubCo Common Stock. In addition, Ms. Yeung, the sole manager of the Sponsor, is deemed to have sole voting and investment discretion with respect to the shares of PubCo Common Stock held by the Sponsor.

(c) Other than the disposition of the shares as reported in this Schedule 13D, no actions in the shares of PubCo Common Stock were effected during the past sixty (60) days by the Reporting Persons.

(d) N/A

(e) N/A

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.

SCHEDULE 13D

CUSIP No. 31561T 102

Item 7 of this Schedule 13D is hereby amended by adding the following to the end of the section:

SCHEDULE 13D

CUSIP No. 31561T 102

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: June 25, 2024

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Exhibit 7.1

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the common stock, par value of US$0.0001 per share of Thunder Power Holdings, Inc., a Delaware corporation whose principal place of business is in Wilmington, Delaware, shall be filed on behalf of the undersigned.

June 25, 2024

Exhibit 10.5

Feutune Light Acquisition Corporation

221 W 9th St #848

Wilmington, Delaware 19801

June 21, 2024

Feutune Light Sponsor LLC

221 W 9th St #848

Wilmington, Delaware 19801

Sau Fong Yeung, Member and Manager

I/C/O Feutune Light Sponsor LLC

221 W 9th St #848

Wilmington, Delaware 19801

Sam Yu, Member

I/C/O Feutune Light Sponsor LLC

221 W 9th St #848

Wilmington, Delaware 19801

Verakin JX (U.S.) Inc.

I/C/O Feutune Light Sponsor LLC

221 W 9th St #848

Wilmington, Delaware 19801

Ladies and Gentlemen:

WHEREAS, on June 14, 2022, the registration statement on Form S-1 (the “Registration Statement” (File No. 333-264221) relating to the initial public offering (the “IPO”) of Feutune Light Acquisition Corporation., a Delaware corporation (the “Company”) was declared effective by the Securities and Exchange Commission;

WHEREAS, pursuant to the Registration Statement, Feutune Light Sponsor LLC, the sponsor of the Company (the “Sponsor”), and its designees or affiliates, may but were not required to provide working capital loans (the “Working Capital Loans”) to the Company, up to $3,000,000 of which may be converted into working capital units (the “Working Capital Units”), at the price of $10.00 per unit at the option of the lender, upon the consummation of the initial business combination of the Company, and such Working Capital Units would be identical to the private units sold in the private placement consummated simultaneously with the IPO;

WHEREAS, as of the date hereof, the Sponsor and certain of its members (the “Members”) have provided a total of $2,636,000 in Working Capital Loans, in such amounts and on such dates as set forth in Schedule A hereto, with some of such Working Capital Loans evidenced by promissory notes (the “Notes”) with substantially the same term, as set forth in Schedule A hereto;

WHEREAS, the Company has entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Thunder Power Holding Limited, a British Virgin Islands company, and Feutune Light Merger Sub Inc., a Delaware corporation and subsidiary of the Company, dated on October 26, 2023, and is expected to consummate all the transactions provided in the Merger Agreement on June 21, 2024, including, but not limited to, the following: (i) the surviving company changing its name to “Thunder Power Holdings, Inc.” (“PubCo”); (iii) splitting all issued and outstanding private units of the Company into their individual components; (iv) converting all shares of Class A common stock of the Company that form the private units into the same number of shares of common stock of PubCo; (v) converting all warrants of the Company that form the private units of the Company into the same number of warrants of PubCo that may be exercised for shares of common stock of PubCo, as provided in that certain amended and restated warrant agreement, dated June 21, 2024, between the Company and Continental Stock Transfer & Trust Company; and (vi) converting every ten rights of the Company into one share of common stock of PubCo.

WHEREAS, pursuant to the Registration Statement, the certificate of incorporation of the Company, effective as of the date hereof, and the terms of the Notes, in satisfaction of the all the outstanding obligations of the parties and in consideration of the terms of the Notes and all of the outstanding balance of the Working Capital Loans, the Sponsor and all of its Members agree to settle and convert all of the outstanding balance of the Working Capital Loans into Working Capital Units of the Company, which in turn, pursuant to the Registration Statement and the Merger Agreement, shall be converted into 289,960 shares of common stock of PubCo and 263,600 warrants of PubCo.

NOW THERFORE, in consideration of the foregoing, the mutual promises, covenants, and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor, each of its Members (together with the Sponsor, the “Holders”), and the Company (each a “Party” and collectively, the “Parties”), intending to be legally bound, hereby agree as follows:

1. Amendment to the Notes. The Company proposes, and the Holders agree and acknowledge, that:

a. Notwithstanding anything to the contrary set forth in any part of the Notes, in the case the Closing (as defined in the Merger Agreement), as a full and complete settlement of all Notes, all outstanding balances of the Working Capital Loans, and all obligations arising from such Notes or Working Capital Loans, and in consideration for the fulfillment of the covenants and promises set forth herein, the Company shall issue, or cause PubCo, to issue to the Holders, such numbers of shares of common stock of PubCo (the “Shares”) and warrants of PubCo (together with the Shares, the “Private Securities”) as set forth in Schedule B hereof;

b. In the case the Closing occurs on June 21, 2024, upon the issuance to the Holders of the Private Securities, all Note obligations and all obligations under the Working Capital Loans shall be deemed fully satisfied and paid in full and discharged and the Notes shall terminate immediately thereon;

c. Any provision as provided above in this Section 1 of this Agreement shall be deemed an “amendment” or “waiver” to each of the Notes and the Working Capital Loans;

2. Release. Each Holder, for himself, herself or itself and on behalf of his, her or its Affiliates, and any of their respective officers, directors, employees, agents, representatives, successors, members, managers, partners and permitted assigns (each a “Waiving Party”), acknowledges and agrees that, in the case that the Closing, occurs on June 21, 2024, effective at the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action he, she or it may have as of the date hereof against the Company and any subsidiaries, affiliates, or any subsidiary or affiliate’s respective officers, directors, employees, agents, representatives, successors and permitted assigns (the “Released Parties”) relating to or arising from the Notes and Working Capital Loans, any ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection therewith, or as a result of any of the transactions contemplated thereby, whether arising under, or based upon, any applicable federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages or any other recourse or remedy, including as may arise under common law) are hereby irrevocably waived by the Waiving Parties.

3. Lock-Up and Trading Restrictions. Each of the Holders understands and agrees that the Private Securities issued hereof are not registered under the Securities Act of 1933, as amended (the “Securities Act”), will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, may be offered, resold, pledged or otherwise transferred only pursuant to registration under the Securities Act, or an available exemption from registration, and.shall be subject to the transfer restrictions and lock-up agreement as set forth in a certain Private Unit Subscription Agreement, dated June 15, 2022, by and between the Registrant and the Sponsor, and a certain lock-up agreement, dated June 21, 2024, by and among the Company, the Sponsor, and certain other security holders of PubCo.

4. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

5. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof, and may not be amended without the written consent of both parties.

6. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions will be excluded from this Agreement and the remaining provisions of this Agreement will be interpreted as if such provisions were so excluded.

7. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

8. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed in its name by an authorized officer as of the date first set forth above.

Schedule A

Schedule B

The Private Securities shall be issued under the account of the Sponsor first, and shall be distributed to the Holders pursuant to Sponsor’s operating agreement.

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