Feutune Light Acquisition Corp

The 60,000,000 registered shares split into two very different blocks: 40,000,000 Closing Merger Consideration Shares, stated as $400,000,000 divided by $10.00 per share, and 20,000,000 Earnout Shares, stated as $200,000,000 divided by $10.00, which are issued at the Effective Time but held in a segregated Earnout Escrow Account and released only on the vesting schedule. Closing also requires Available Closing Cash of no less than $5,000,000 at the Closing, which is the only cash floor stated on the cover, plus Nasdaq listing approval and HSR clearance.

A Thunder Power shareholder gives up all rights in their ordinary shares of $0.0001 par value in exchange for a portion of 40,000,000 Closing Merger Consideration Shares — $400,000,000 divided by $10.00 — plus a contingent right to a portion of 20,000,000 Earnout Shares worth a nominal $200,000,000 on the same divisor. The Earnout Shares are issued at the Effective Time straight into escrow, so they are outstanding for dilution purposes from closing while being deliverable only later. Closing also turns on Nasdaq listing approval and HSR expiry.

Both blocks are struck at the same nominal $10.00 per share — $400,000,000 for the closing shares and $200,000,000 for the earnout — so a third of the registered stock is contingent consideration rather than closing consideration. The Earnout Shares are issued at the Effective Time into a segregated Earnout Escrow Account and released only on the vesting schedule in the Merger Agreement. Closing conditions include Available Closing Cash of no less than $5,000,000, Nasdaq listing approval, HSR clearance and the Requisite Company Shareholder Vote.

The cash condition is unusually low: Available Closing Cash need only be no less than $5,000,000, so the transaction can complete on a trust that has been almost entirely redeemed. A third of the registered 60,000,000 shares are Earnout Shares, deposited with an escrow agent at the effective time and released only on the vesting schedule in the merger agreement, so the registered figure overstates what is issued at closing. Nasdaq listing approval, HSR clearance and the Requisite Company Shareholder Vote are each separate conditions to closing.

Both tranches are struck at the same assumed price: 40,000,000 shares are $400,000,000 divided by $10.00 and the 20,000,000 Earnout Shares are $200,000,000 divided by $10.00, held in an escrow account and released on a vesting schedule. The cash condition is unusually low — closing requires Available Closing Cash of no less than $5,000,000 — so redemptions would have to be near total to break the deal on cash alone. Closing also needs the Requisite Company Shareholder Vote, Nasdaq listing approval and expiry of the HSR waiting period. The meeting date is left blank.

The cash condition is unusually low: Available Closing Cash need only be no less than $5,000,000, so the transaction can complete on a trust that has been almost entirely redeemed. A third of the registered 60,000,000 shares are Earnout Shares, deposited with an escrow agent at the effective time and released only on the vesting schedule in the merger agreement, so the registered figure overstates what is issued at closing. Nasdaq listing approval, HSR clearance and the Requisite Company Shareholder Vote are each separate conditions to closing.

What changed: Thunder Power Holdings, Inc., the successor to Feutune Light Acquisition Corp, filed as Exhibit 3.2 the bylaws of Thunder Power Holdings, Inc. as a Nevada corporation. The bylaws provide that stockholder meetings are held where the board, chairperson or CEO designates or otherwise at the principal office; that the board, chairperson or CEO sets the annual meeting date and may postpone or cancel it; that only the board, chairperson or CEO may call special meetings; and that notice must be given not less than ten nor more than sixty days before the meeting, including by electronic transmission. Why it matters: Adopting Nevada bylaws points to a redomestication, and the governance terms it locks in are shareholder-unfriendly in a specific way: stockholders cannot call a special meeting at all, and the board can postpone or cancel a scheduled annual meeting. For a former FLFV holder that removes the main mechanism minority holders use to force a vote between annual meetings. No trust or redemption right is affected, but the balance of control between the board and the register shifts toward the board.