As filed with the Securities and Exchange Commission on April 8, 2024

Registration No. 333-275933

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 i AMENDMENT NO. 3 TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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 i Feutune Light Acquisition Corporation
(Exact name of Registrant as specified in its charter)

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48 Bridge Street, Building A
Metuchen, New Jersey 08840
Telephone: (909) 214-2482
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

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Yuanmei Ma
Chief Financial Officer
c/o Feutune Light Acquisition Corporation
48 Bridge Street, Building A
Metuchen, New Jersey 08840
Telephone: (909) 214-2482
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the transactions contemplated by the Merger Agreement described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  i ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus does not constitute an offer to sell or a solicitation of offers to buy these securities in any jurisdiction in which such offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION,
DATED APRIL 8, 2024

PROXY STATEMENT FOR SPECIAL MEETING OF

Feutune Light Acquisition Corporation

PROSPECTUS FOR 60,000,000 SHARES OF COMMON STOCK

The board of directors (the “Board”) of Feutune Light Acquisition Corporation, a Delaware corporation (“FLFV,” or “PubCo” upon and following the Merger (as defined below)), has unanimously approved (i) the Agreement and Plan of Merger, dated as of October 26, 2023 (as 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” or the “Company”), pursuant to which Thunder Power will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of FLFV (the “Merger”); (ii) each Additional Agreement (as defined in the Merger Agreement); and (iii) the Merger and other transactions contemplated therein (collectively, the “Business Combination” or “Transactions”).

Consummation of the Transactions is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Merger Agreement and the Transactions by FLFV’s stockholders. Other conditions to each party’s obligations include, among other things: (i) the Company obtaining the Requisite Company Shareholder Vote (as defined in the Merger Agreement), (ii) the Registration Statement (as defined in the Merger Agreement) having become effective, (iii) the shares of common stock of PubCo to be issued in connection with the Transactions having been approved for listing by Nasdaq (as defined in the accompanying proxy statement/prospectus), subject to official notice of issuance, (iv) all relevant regulatory approvals necessary to consummate the Transactions having been obtained, (v) no order, judgment, injunction, decree, writ, stipulation, determination or award having been enacted or promulgated enjoining or prohibiting the consummation of the Transactions; (vi) all required filings under the HSR Act and other applicable anti-trust laws having been completed and any applicable waiting period having expired or otherwise terminated, and (vii) Available Closing Cash (as defined in the Merger Agreement) will be no less than $5,000,000.

At the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of FLFV, Merger Sub, the Company or the shareholders of the Company immediately prior to the Effective Time (collectively, the “Company Shareholders”), each Company Shareholder’s ordinary shares, par value $0.0001 per share, of the Company (“Company Ordinary Shares”) issued and outstanding immediately prior to the Effective Time (excluding dissenting shares and shares held by the Company or any of its direct or indirect subsidiaries as of immediately prior to the Effective Time) will be canceled and automatically converted into (i) the right to receive, without interest, the applicable portion of the Closing Merger Consideration Shares (as defined herein) as set forth in the Closing Consideration Spreadsheet (as defined in the Merger Agreement) and (ii) the contingent right to receive the applicable portion of the Earnout Shares (as defined herein), if, as and when payable in accordance with the earnout provisions described below. For avoidance of any doubt, each Company Shareholder will cease to have any rights with respect to such Company Shareholder’s Company Ordinary Shares, except the right to receive the Closing Per Share Merger Consideration (as defined in the Merger Agreement) and the Earnout Shares. “Closing Merger Consideration Shares” means 40,000,000 shares of common stock of PubCo, which are equal or equivalent in value to the sum of $400,000,000 divided by $10.00 per share. “Earnout Shares” means 20,000,000 shares of common stock of PubCo, which are equal or equivalent in value to the sum of $200,000,000 divided by $10.00 per share, subject to the vesting schedule set forth in the Merger Agreement.

Pursuant to the Merger Agreement, at the Effective Time, an aggregate of 20,000,000 shares of common stock of PubCo issued to the Company Shareholders (the “Earnout Shares”) will be deposited with an escrow agent in a segregated escrow account (the “Earnout Escrow Account”) pursuant to an escrow agreement effective as of the Effective Time and will be released from the Earnout Escrow Account and delivered to the Company Shareholders after the Closing as follows:

(a)     an aggregate of 5,000,000 Earnout Shares will be vested, if and only if, on the occurrence that the amount of sales/revenues of PubCo for any of the fiscal years (such fiscal year is referred 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 PubCo 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 PubCo with the SEC.

(b)    an aggregate of 15,000,000 Earnout Shares will be vested, if and only if, on the occurrence that the amount of sales/revenues of PubCo for any of the fiscal years (such fiscal year is referred 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 PubCo 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 PubCo with the SEC.

In connection with the execution of the Merger Agreement, on October 26, 2023, FLFV, the Company and certain stockholders of FLFV signatory thereto (the “Parent Stockholders”) entered into a Parent Support Agreement (the “Parent Support Agreement”), pursuant to which each Parent Stockholder has agreed, until the earlier of the date of termination of the Merger Agreement (the “Expiration Time”) or the Effective Time, to vote all of the Shares (as defined in the Parent Support Agreement) held by such Parent Stockholder (such shares, the “Parent Subject Shares”) in favor of, among other things, (a) the approval and adoption of the Merger Agreement and the Transactions contemplated thereby, (b) in favor of any other matter reasonably necessary to the consummation of the Transactions contemplated by the Merger Agreement and considered and voted upon at any stockholders’ meeting of FLFV, (c) in favor of the approval of the Parent Shareholder Approval Matters (as defined in the Merger Agreement) (or, if there are insufficient votes in favor of any of the foregoing (a), (b) and (c), in favor of the adjournment of such stockholders’ meeting to a later date). The Parent Stockholders have further agreed that, except as set forth in the Parent Support Agreement, they will not transfer the Parent Subject Shares from the date of the Parent Support Agreement until the Expiration Time and waived their anti-dilution rights with respect to the Class B common stock, which include the Founder Shares, as provided in the Current Charter (as defined below) in connection with the Business Combination.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented for approval by FLFV’s stockholders at the special meeting of stockholders of FLFV (the “Special Meeting”) scheduled to be held on [    ], in virtual format. The Board recommends that FLFV stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

As described in this proxy statement/prospectus, after careful consideration, the board of directors of each of FLFV, Merger Sub, and Thunder Power has unanimously approved the Merger Agreement, each Additional Agreement, and the Business Combination, and has determined that it is advisable to consummate the Business Combination. In addition, certain holders of a requisite number of Company Ordinary Shares have delivered a written consent sufficient to approve and adopt the Merger Agreement, each Additional Agreement, and the Business Combination. FLFV, as the sole stockholder of Merger Sub, has delivered to Thunder Power a written consent sufficient to approve and adopt the Merger Agreement, each Additional Agreement, and the Business Combination. Therefore, no additional approval or vote from any holders of Company Ordinary Shares or the stock of Merger Sub will be necessary to approve the Business Combination.

FLFV is an “emerging growth company” as defined in the JOBS Act (as defined below), as amended, and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus incorporates by reference important business and financial information about FLFV from documents that are not included in or delivered with this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus and other filings of FLFV with the U.S. Securities and Exchange Commission (the “SEC”) by visiting its website at www.sec.gov or requesting them in writing or by telephone from FLFV using the following details:

Feutune Light Acquisition Corporation
48 Bridge Street, Building A
Metuchen, New Jersey 08840
+1 (909) 214-2482

You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by [        ] (five business days prior to the date of the Special Meeting) in order to receive them before the Special Meeting.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this proxy statement/prospectus and the documents incorporated herein by reference. In particular, you should review the matters discussed under the heading “Risk Factors” beginning on page 22 of this proxy statement/prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus or the securities referenced herein, passed upon the merits or fairness of the Business Combination or related transactions, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [    ], and is first being mailed to stockholders of FLFV on or about [    ].

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
OF FEUTUNE LIGHT ACQUISITION CORPORATION

To Be Held On [    ]

To the Stockholders of Feutune Light Acquisition Corporation:

On behalf of the board of directors of Feutune Light Acquisition Corporation (“FLFV,” “we,” “our” or “us”), a Delaware corporation, we are pleased to enclose the proxy statement/prospectus relating to the proposed merger of 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” or the “Company”), pursuant to which Thunder Power will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of FLFV (the “Merger”), pursuant to an Agreement and Plan of Merger, dated as of October 26, 2023 (as amended or supplemented from time to time, the “Merger Agreement”), by and among FLFV, Merger Sub, and Thunder Power. At the closing of the Merger (the “Closing”), FLFV will change its name to “Thunder Power Holdings, Inc.” In this proxy statement/prospectus, when we refer to “Thunder Power,” we mean Thunder Power Holdings Limited prior to the consummation of the Business Combination, and when we refer to “PubCo” or the “Combined Company,” we mean FLFV, under its new corporate name, Thunder Power Holdings, Inc., after the consummation of the Business Combination (as defined below).

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of FLFV, will be held virtually on [    ], at [    ], Eastern Time, at the following Internet address: [    ]. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. FLFV recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. You are cordially invited to attend the Special Meeting to consider the following proposals (the “Proposals”):

1.      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 (collectively, the “Business Combination” or “Transactions”).

Pursuant to the Merger Agreement, the Merger will become effective at such time on the date of the Closing as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time specified in the certificates of merger (the “Effective Time”).

Pursuant to the Merger Agreement, shareholders of Thunder Power immediately prior to the Effective Time (the “Company Shareholders”) collectively will receive from PubCo, in the aggregate, a number of newly issued shares of common stock of PubCo, par value $0.0001 per share (“PubCo Common Stock”), equal to the sum of: (i) 40,000,000 shares of PubCo Common Stock (the “Closing Consideration Share”) which are equal to or equivalent in value to the sum of $400,00,000 divided by $10.00 per share and (ii) 20,000,000 shares of PubCo Common Stock to be held in an escrow account and released to the Company Shareholders or forfeited by PubCo pursuant to the Merger Agreement (the “Earnout Shares”), which are equal to or equivalent in value to the sum of $200,000,000 divided by $10.00 per share.

We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A;

2.      to approve, assuming the Business Combination Proposal is approved and adopted, a proposed second amended and restated certificate of incorporation (the “Proposed Charter,” a copy of which is attached to the accompanying proxy statement/prospectus as Annex B) of the Combined Company, which will amend and restate FLFV’s current amended and restated certificate of incorporation (the “Current Charter”), which will be in effect upon the Closing (the “Charter Amendment Proposal”);

3.      to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as six separate sub-proposals (the “Advisory Charter Amendment Proposals”):

(a)     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;

(b)    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;

(c)     Advisory Charter Amendment Proposal C — to increase the authorized shares of preferred stock to 100,000,000 shares of preferred stock, par value of $0.0001 per share;

(d)    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 and 2/3%) of the Combined Company’s then-outstanding shares of capital stock entitled to vote at an election of directors;

(e)     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 and 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; and

(f)     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;

4.      to approve, assuming the Business Combination Proposal is approved and adopted, 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 “Nasdaq Stock Issuance Proposal”);

5.      to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of five directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the “Director Election Proposal”);

6.      to approve, assuming the Business Combination Proposal is approved and adopted, the 2024 equity incentive plan (the “2024 Plan”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, which will become effective as of and is contingent on the consummation of the Business Combination (the “2024 Plan Proposal”); and

7.      to approve a 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 “Adjournment Proposal”).

Only holders of record of FLFV Common Stock at the close of business on [    ] (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of FLFV stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at the principal executive offices of FLFV for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the Current Charter, FLFV is providing its public stockholders (“Public Stockholders”) with the opportunity to redeem, in connection with the consummation of the Merger, the shares of FLFV Common Stock issued in FLFV’s initial public offering consummated on June 21, 2022 (the “Initial Public Offering”) (collectively, the “Public Shares”) then held by them for cash equal to their pro rata share of the aggregate amount of the deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the Initial Public Offering and certain proceeds from the private placement of certain private placement shares in conjunction with the closing of the Initial Public Offering. For illustrative purposes, based on funds in the Trust Account of $[    ] million on the Record Date, the estimated per share redemption price would have been approximately $[    ]. Public Stockholders may elect to redeem Public Shares regardless of whether they vote for, against, or abstain from voting on the Business Combination Proposal. A Public Stockholder, together with any of his, her, or its affiliates or any other person with whom he, she, or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her, or its shares or, if part of such a group, the group’s shares, with respect to more

than an aggregate of 15% of the Public Shares. In connection with the Initial Public Offering, Feutune Light Sponsor LLC (the “Sponsor”), officers, directors and other initial stockholders of FLFV (collectively, the “FLFV Initial Stockholders”) have agreed to waive their redemption rights with respect to any shares of FLFV Common Stock they may hold, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Pursuant to the Parent Support Agreement, certain FLFV Initial Stockholders have agreed to vote any shares of FLFV Common Stock owned by them, which represent approximately 52.48% of the voting power of FLFV as of the Record Date, in favor of the Business Combination Proposal. The FLFV Initial Stockholders have also agreed to vote their shares in favor of all other Proposals being presented at the Special Meeting and use their reasonable best efforts to take all actions reasonably necessary to consummate the Merger and the Business Combination pursuant to a support agreement they entered into with FLFV and Thunder Power in connection with the Merger Agreement and waived their anti-dilution rights with respect to the Class B common stock, which include the Founder Shares, as provided in the Current Charter in connection with the Business Combination.

Pursuant to FLFV’s bylaws, the presence of the holders of a majority of the issued and outstanding shares of FLFV Common Stock entitled to vote at the Special Meeting or by proxy will constitute a quorum for the transaction of business at the Special Meeting. Under the Delaware General Corporation Law, shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Special Meeting. Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions to your broker, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the shares of FLFV Common Stock cast in respect of the Business Combination Proposal and entitled to vote thereon at the Special Meeting. The approval of the Charter Amendment Proposal requires a majority vote of the outstanding shares of FLFV Common Stock entitled to vote thereon. The Nasdaq Stock Issuance Proposal, the 2024 Plan Proposal, the Adjournment Proposal, and each of the Advisory Charter Amendment Proposals also requires the affirmative vote of the holders of a majority of the shares of FLFV Common Stock cast in respect of the relevant Proposal and entitled to vote thereon at the Special Meeting.

The approval of the Director Election Proposal requires a plurality vote of the shares of FLFV Common Stock cast in respect of the Director Election Proposal present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Special Meeting. A “plurality of vote” means that the nominees receiving the greatest number of votes cast “FOR” are elected as directors up to the maximum number of directors to be elected. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority, or a broker non-vote) will not be counted in the nominee’s favor.

If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, and the 2024 Plan Proposal will not be presented to FLFV stockholders for a vote. The approval of the Business Combination Proposal and, unless otherwise waived by the parties thereof, the Charter Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, and the 2024 Plan Proposal are preconditions to the Closing. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

As of the Record Date, there was $[    ] million in the Trust Account. Each redemption of the Public Shares by Public Stockholders will decrease the amount in the Trust Account. FLFV will not redeem Public Shares in an amount that would cause it to have net tangible assets of less than $5,000,001 either immediately prior to or upon the consummation of the Business Combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the Annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read the proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, [            ], Toll-free at [            ], or email at [            ].

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys, and other data obtained from third-party sources and FLFV’s own internal estimates and research. While we are not aware of any misstatements regarding such third-party information and data presented in this proxy statement/prospectus, such information and data involves risks and uncertainties and is subject to change based on various factors, including, potentially, those discussed under the section of this proxy statement/prospectus entitled “Risk Factors.” Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in any statistical survey. Finally, while we believe our own internal estimates and research are reliable, and are not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Notwithstanding anything in this proxy statement/prospectus to the contrary, FLFV is responsible for all disclosures in this proxy statement/prospectus.

TRADEMARKS

This document contains references to trademarks, trade names, and service marks belonging to other entities. Solely for convenience, trademarks, trade names, and service marks referred to in this proxy statement/prospectus may appear without the® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entities.

FREQUENTLY USED TERMS

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“Adjournment Proposal” means that proposal that FLFV stockholders will be asked to consider and vote upon at the Special Meeting to adjourn the Special Meeting.

“Available Closing Cash” means an amount equal to the sum of (a) cash available in the Trust Account after deducting (i) the amount required to satisfy the redemption regarding Parent Redeeming Shares, (ii) the payment of Deferred Underwriting Amount, and (iii) payments of Transaction Expenses (as defined in the Merger Agreement), plus (b) the proceeds of Transaction Financing, provided that, such amount shall be no less than $5,000,000.

“Board” means FLFV’s board of directors.

“Business Combination” means the transactions contemplated by the Merger Agreement, including the merger between Merger Sub and Thunder Power.

“Business Combination Proposal” means the proposal that FLFV stockholders will be asked to consider and vote upon at the Special Meeting to adopt the Merger Agreement and approve the Business Combination.

“CHFT” means CHFT Advisory and Appraisal Limited.

“Charter Amendment Proposal” means that proposal that FLFV stockholders will be asked to consider and vote upon at the Special Meeting to adopt the Proposed Charter and the Proposed Bylaws.

“Closing” means the closing of the Business Combination.

“Closing Merger Consideration Shares” means Forty Million (40,000,000) shares of PubCo Common Stock which are equal or equivalent to the sum of Four Hundred Million Dollars ($400,000,000) divided by $10.00 per share.

“Closing Price” means the redemption price of FLFV Common Stock on the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means FLFV subsequent to the Business Combination (also referred to herein as “PubCo”).

“Concurrent Private Placement” means the private placement of 478,875 FLFV Units issued to the Sponsor and 20,000 FLFV Units issued to US Tiger Securities, Inc., which was consummated simultaneously with the Initial Public Offering.

“Current Bylaws” means FLFV’s current bylaws.

“Current Charter” means FLFV’s amended and restated certificate of incorporation that is currently effective.

“DGCL” means the Delaware General Corporation Law, as amended.

“Deferred Underwriting Amount” means the portion of the underwriting discounts and commissions held in the Trust Account, which the underwriters of the IPO are entitled to receive upon the Closing in accordance with the Investment Management Trust Agreement.

“Director Election Proposal” means that proposal that FLFV stockholders will be asked to consider and vote upon at the Special Meeting to appoint the directors of the Combined Company, effective upon the consummation of the Business Combination.

“Dollars” or “$” means U.S. dollars.

“Effective Time” means the effective time of the Business Combination.

“Extension Monthly Payment” means the funds deposited into the Trust Account monthly in connection with FLFV’s extension of the timeline to complete its initial business combination pursuant to the Current Charter.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fairness Opinion” means the fairness opinion rendered by CHFT Advisory and Appraisal Limited, dated October 26, 2023, in connection with the Business Combination.

“First Amendment” means the First Certificate of Amendment to the amended and restated certificate of incorporation of FLFV that was filed with the Secretary of the State of Delaware on June 20, 2023.

“First Amendment Monthly Extension” means the permitted monthly extension as provided in the First Amendment to extend the deadline by which FLFV must consummate its initial combination from June 21, 2023 to until March 21, 2024.

“First Amendment Monthly Extension Payment” means each of $100,000 deposited into the Trust Account in support of the First Amendment Monthly Extension.

“FLFV” means Feutune Light Acquisition Corporation, a Delaware corporation.

“FLFV Common Stock” means the Class A common stock and Class B common stock of FLFV, par value $0.0001 per share.

“FLFV Initial Stockholders” means the Sponsor, US Tiger and FLFV’s officers and directors or their permitted transferees, who hold the Founder Shares and Private Shares, as applicable.

“FLFV Rights” or “Rights” means the right exchangeable for one-tenth (1/10) of one share of FLFV Class A common stock at the closing of a business combination.

“FLFV Units” or “Units” means the units of FLFV issued in connection with the Initial Public Offering, each unit consisting of one share of FLFV Class A common stock, one FLFV Right and one FLFV Warrant.

“FLFV Warrants” or “Warrants” means the redeemable right to purchase one share of FLFV Class A common stock at a price of $11.50 per whole share, including both the public and private warrants issued by FLFV.

“FLFV Warrant Agreement” means the warrant agreement dated as of June 15, 2022, by and between FLFV and Continental Stock Transfer & Trust Company.

“Founder Shares” mean the shares of FLFV Common Stock initially purchased by the Sponsor, some of which were assigned to certain directors of FLFV by the Sponsor.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Public Offering” means the initial public offering of FLFV, which closed on June 21, 2022.

“Initial Extension Payment” means the $977,500 deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per public share, which enables FLFV 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.

“IPO Letter Agreement” means a letter agreement by and among FLFV and the FLFV Initial Stockholders, dated June 21, 2022, entered into in connection with the Initial Public Offering.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Maturity Date” means the date on which the Notes are payable.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of October 26, 2023, as amended or modified from time to time, by and among FLFV, Merger Sub, and Thunder Power.

“Merger Consideration” means $600,000,000, payable in newly issued shares of PubCo Common Stock at $10.00 per share.

“Monthly Extension” means collectively the First Amendment Monthly Extension and the Second Amendment Monthly Extension.

“Monthly Extension Payment” means collectively the First Amendment Monthly Extension Payment and the Second Amendment Monthly Extension Payment.

“Second Amendment” means the Second Certificate of Amendment to the amended and restated certificate of incorporation of FLFV that was filed with the Secretary of the State of Delaware on March 18, 2024.

“Second Amendment Monthly Extension” means the permitted monthly extension as provided in the Second Amendment to extend the deadline by which FLFV must consummate its initial combination from March 21, 2024 to until December 21, 2024.

“Second Amendment Monthly Extension Payment” means each of $60,000 deposited into the Trust Account in support of the Second Amendment Monthly Extension.

“Thunder Power” means Thunder Power Holdings Limited, a British Virgin Islands company, or depending on the context, refers to Thunder Power Holdings Limited and its subsidiary and affiliated companies.

“Thunder Power Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Thunder Power.

“Thunder Power Extension Shares” means shares of FLFV’s Class A common stock to be issued to Thunder Power as the result of the Conversion of the Thunder Power Note, in whole or in part, at a price of $10.00 per share.

“Thunder Power Options” means options to purchase Thunder Power Ordinary Shares, whether vested or unvested.

“Thunder Power Notes” means the (i) unsecured promissory notes issued by FLFV to Thunder Power, each in an amount of $100,000, on October 26, 2023 and November 20, 2023 for the First Monthly Extension Payment and (ii) the unsecured promissory note issued by FLFV to Thunder Power in the amount of $60,000 on March 19, 2024 for the Second Amendment Monthly Extension Payment.

“Total Merger Consideration Shares” means the Closing Merger Consideration Shares and the Earnout Shares.

“Transaction Financing” means the transaction financing of cash actually raised by FLFV or Thunder Power in support of the Merger.

“Transaction Financing Investors” means those investors participating in the Transaction Financing.

“Merger Sub” means Feutune Light Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of FLFV.

“Nasdaq” means The Nasdaq Stock Market LLC and, as the context may require, any of the capital markets which it operates.

“PubCo” means FLFV subsequent to the Business Combination under the name of “Thunder Power Holdings, Inc.” (also referred to herein as the “Combined Company”).

“PubCo Board” means the board of directors of PubCo.

“PubCo Common Stock” means the common stock, par value $0.0001 per share, of PubCo.

“Proposals” means each of the proposals to be considered for approval at the Special Meeting, as set forth in the section entitled “Summary Term Sheet” below.

“Proposed Bylaws” means the amended and restated certificate of bylaws of FLFV to be used by PubCo, attached to this proxy statement/prospectus as Annex D.

“Proposed Charter” means the third amended and restated certificate of incorporation of FLFV to be used by PubCo, attached to this proxy statement/prospectus as Annex B.

“Public Shares” means the shares of FLFV Common Stock issued in the Initial Public Offering.

“Public Stockholders” means holders of Public Shares.

“Record Date” means [          ].

“Representatives” means the representative of the underwriters of the Initial Public Offering, including US Tiger and EF Hutton, division of Benchmark Investments, LLC.

“Redeemed Public Shares” means an aggregate of 7,170,206 Public Shares that were redeemed by FLFV’s stockholder in connection with the approval of First Amendment and the Second Amendment.

“S-1” means FLFV’s registration statement on Form S-1 (File No.: 333-264221) filed with the SEC in connection with the Initial Public Offering, which was declared effective on June 15, 2022.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers” means the holders of Thunder Power Ordinary Shares immediately prior to the Effective Time.

“2024 Plan” means the equity incentive plan, approved by the Board and the holders of FLFV Common Stock, effective as of and contingent on the consummation of the Business Combination.

“2024 Plan Proposal” means the proposal that FLFV stockholders will be asked to consider and vote upon at the Special Meeting to adopt the 2024 Plan.

“Special Meeting” means the special meeting of stockholders of FLFV, scheduled to be held on [    ], at [    ], Eastern Time.

“Sponsor” means Feutune Light Sponsor LLC, a Delaware limited liability company.

“Support Agreement” means a support agreement by and among Thunder Power, FLFV, and the FLFV Initial Stockholders dated as of October 26, 2023.

“Trust Account” means the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, established for the benefit of Public Stockholders in connection with the Initial Public Offering.

“Trust Agreement” means an investment management trust account agreement, dated June 15, 2022, between FLFV and Continental Stock Transfer & Trust Company.

“U.S. GAAP” means the accounting principles generally accepted in the United States of America.

“US Tiger” means US Tiger Securities, Inc., an underwriter of the Initial Public Offering and the financial advisor in connection with FLFV’s business combination.

“Continental” means Continental Stock Transfer & Trust Company, transfer agent for FLFV and trustee of the Trust Account.

SUMMARY TERM SHEET

This Summary Term Sheet and the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement/Prospectus” summarize certain information contained in this proxy statement/prospectus, but do not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including all of the accompanying financial statements and the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting.

•        FLFV is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

•        On June 21, 2022, FLFV consummated its Initial Public Offering of 9,775,000 units, which included 1,275,000 units issued upon the full exercise of the over-allotment option of the underwriters of the Initial Public Offering. Each unit consists of one share of Class A common stock, $0.0001 par value per share, one redeemable warrant, each warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, and one right, each one right entitling the holder thereof to exchange for one-tenth (1/10) of one Class A common stock upon the completion of FLFV’s initial business combination, generating gross proceeds of $97,750,000. Simultaneously with the closing of the IPO, FLFV completed the private sale of 498,875 units, including 478,875 units to the 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).

•        On June 16, 2023, FLFV held a special meeting of the stockholders (the “2023 Special Meeting”), where the stockholders of FLFV approved the First Amendment to allow FLFV until June 21, 2023 to consummate an initial business combination and may elect to extend the period to consummate an initial business combination up to nine times, each by an additional one-month period (each, a “First Amendment Monthly Extension”), for a total of up to nine months to March 21, 2024, by depositing to the Trust Account, the lesser of (i) $100,000 for all public shares and (ii) $0.04 for each public share for each one-month extension (each, a “First Amendment Monthly Extension Payment”). On June 20, 2023, the First Amendment was filed with the State of Delaware, effective on the same date. In connection with the votes to approve the amendment, 4,791,507 shares of FLFV Class A Common Stock were tendered for redemption.

On March 18, 2024, FLFV held a special meeting of the stockholders (the “2024 Special Meeting”) at which the stockholders approved the Second Amendment to allow FLFV until March 21, 2024 to complete an initial business combination and may elect to extend such period up to nine times, each by an additional one-month period (each, a “Second Amendment Monthly Extension”), for a total up to nine months until December 21, 2024, by depositing to the Trust Account, the lesser of (i) $60,000 for all public shares and (ii) $0.035 for each public share for each one-month extension (each, a “Second Amendment Monthly Extension Payment”). On March 18, 2024, the Second Amendment was filed with the Secretary of the State of Delaware, effective on the same date. In connection with the votes to approve the Second Amendment, 2,378,699 shares of Class A common stock were redeemed resulting in FLFV having 2,604,794 shares of Class A common stock and 2,443,750 shares of Class B common stock issued and outstanding.

As of the date of this prospectus, (i) nine First Amendment 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 and (ii) one Second Amendment Monthly Extension Payment, in the amount of $60,000, was deposited into the Trust Account by Thunder Power. As a result, FLFV currently has until April 21, 2024 to complete the business combination.

•        On October 26, 2023, FLFV, Merger Sub, and Thunder Power entered into the Merger Agreement (as amended on March 19, 2024 and April 5, 2024), pursuant to which, among other things, Thunder Power will merge with and into Merger Sub with Merger Sub surviving as a wholly-owned subsidiary of FLFV.

•        Pursuant to the Merger Agreement, shareholders of Thunder Power immediately prior to the Effective Time collectively will receive from FLFV, in the aggregate, a number of newly issued shares of common stock of PubCo, par value $0.0001 per share equal to: (i) $600,000,000, divided by (ii) $10.00 per share

(such shares of PubCo Common Stock is referred as “Merger Consideration Shares”) in consideration of converting their ordinary shares of Thunder Power, par value $0.0001 per share. `For more information regarding the consideration to be paid in connection with the Business Combination, please see the section entitled “Proposal 1: The Business Combination Proposal.”

•        In connection with FLFV’s entry into the Merger Agreement, the FLFV Initial Stockholders have entered into the Support Agreement, a copy of which is filed with this proxy statement/prospectus, and effective as of the consummation of the Closing further described in the section entitled “Proposal 1: The Merger Agreement — Related Agreements — Support Agreement.”

•        Consummation of the Transactions is subject to the satisfaction or waiver by the respective parties of a number of conditions, including the approval of the Merger Agreement and the Transactions by FLFV’s stockholders. Other conditions to each party’s obligations include, among other things: (i) the Company obtaining the Requisite Company Shareholder Vote (as defined in the Merger Agreement), (ii) the Registration Statement (as defined in the Merger Agreement) having become effective, (iii) the shares of common stock of PubCo to be issued in connection with the Transactions having been approved for listing by Nasdaq, subject to official notice of issuance, (iv) all relevant regulatory approvals necessary to consummate the Transactions having been obtained, (v) no order, judgment, injunction, decree, writ, stipulation, determination or award having been enacted or promulgated enjoining or prohibiting the consummation of the Transactions; (vi) all required filings under the HSR Act and other applicable anti-trust laws having been completed and any applicable waiting period having expired or otherwise terminated, and (vii) Available Closing Cash (as defined in the Merger Agreement) will be no less than $5,000,000.

•        It is anticipated that, upon the Closing:

•        the Sellers will own approximately 83.1% of the outstanding PubCo Common Stock;

•        the FLFV Initial Stockholders will own approximately 6.2% of the outstanding PubCo Common Stock; and

•        Public Stockholders will own approximately 7.4% of the outstanding PubCo Common Stock

These levels of ownership interest (i) assume that no Public Shares are elected to be redeemed in connection with the Business Combination, (ii) assume that no additional shares of FLFV Common Stock are issued prior to or upon Closing, (iii) assume that there is no issuance of any equity awards resulting in additional outstanding shares of PubCo Common Stock in connection with the 2024 Plan, and (iv) exclude the issuance of any shares or other awards in connection with the 2024 Plan following the closing of the Business Combination. Given that, as of the date hereof, we have not secured any commitment, letter of intent or term sheet for the Transaction Financing, potential issuance of additional FLFV Common Stock in connection with the Transaction Financing at the Effective Time is not presented. Both FLFV and Thunder Power have the option to waive the closing condition of Available Closing Cash if the Transaction Financing is not secured or fully secured, as long as other closing conditions, including the Net Tangible Assets, are met but no decision regarding such waiver has been made by either party at this time. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

•        The Board considered a wide variety of factors, including the Fairness Opinion, in connection with its evaluation of the Business Combination and determining whether to approve the Merger Agreement. For more information about the Board’s decision-making process, as well as other factors, uncertainties, and risks considered, see the section entitled “Proposal 1: The Business Combination Proposal — The Board’s Reasons for the Approval of the Business Combination.”

•        Pursuant to the Current Charter, Public Stockholders may request that FLFV redeem all or a portion of their Public Shares for cash if the Business Combination is consummated. Public Stockholders may elect to redeem their Public Shares regardless of whether they vote “FOR,” “AGAINST,” or abstain from voting on the Business Combination Proposal, or any other Proposal. If the Business Combination is not

consummated, the Public Shares will be returned to the respective Public Stockholder or their broker, bank, or other nominee. If the Business Combination is consummated, and if a Public Stockholder properly exercises their right to redeem all or a portion of their Public Shares, including by timely delivering their shares to Continental, we will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable). For illustrative purposes, based on funds in the Trust Account of approximately $[    ] million on the Record Date, the estimated per share redemption price would have been approximately $[    ]. If a Public Stockholder properly exercises their redemption rights in full, then they will be electing to exchange all of their Public Shares for cash and will not own any shares of the Combined Company. Please see the section entitled “Summary of the Proxy Statement/Prospectus — Redemption Rights of FLFV Stockholders” for further information regarding the redemption rights of Public Stockholders.

•        In addition to voting on the Business Combination Proposal at the Special Meeting, FLFV stockholders will be asked to vote to approve the following Proposals:

•        assuming the Business Combination Proposal is approved and adopted the Proposed Charter, which will amend and restate the Current Charter of FLFV to be used by the Combined Company, which will be in effect upon the Closing (the “Charter Amendment Proposal”);

•        on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the Securities and Exchange Commission as six separate sub-proposals (the “Advisory Charter Amendment Proposals”):

(a)     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;

(b)    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;

(c)     Advisory Charter Amendment Proposal C — to increase the authorized shares of preferred stock to 100,000,000 shares of preferred stock, par value of $0.0001 per share;

(d)    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 and 2/3%) of the Combined Company’s then-outstanding shares of capital stock entitled to vote at an election of directors;

(e)     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 and 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;

(f)     Advisory Charter Amendment Proposal F — to make the Combined Company’s corporate existence perpetual instead of requiring FLFV to be dissolved and liquidated 18 months following the closing of the Initial Public Offering, 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; and

•        assuming the Business Combination Proposal is approved and adopted, 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 “Nasdaq Stock Issuance Proposal”).

•        assuming the Business Combination Proposal is approved and adopted, the appointment of five directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the “Director Election Proposal”);

•        assuming the Business Combination Proposal is approved and adopted, the 2024 Plan (the “2024 Plan Proposal”); and

•        to approve a 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 “Adjournment Proposal”).

For further information, please see the section entitled “Summary of the Proxy Statement/Prospectus — Additional Matters Being Voted On By FLFV Stockholders.” The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, and the 2024 Plan Proposal are preconditions to the Closing. Each of these Proposals is more fully described in this proxy statement/prospectus, which each FLFV stockholder is encouraged to read carefully and in its entirety.

•        The proposed Business Combination, including the business of FLFV (which will be renamed Thunder Power Holdings, Inc.) following the Business Combination, involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

•        When you consider the recommendation of the Board in favor of approval of the Business Combination Proposal and the other Proposals included herein, you should keep in mind that the FLFV Initial Stockholders have interests in such Proposals that are different from, or in addition to, those of FLFV’s stockholders generally. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and recommending to FLFV stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. FLFV stockholders should take these interests into account in deciding whether to approve the Proposals presented at the Special Meeting, including the Business Combination Proposal. For further information, please see the section entitled “Proposal 1: The Business Combination Proposal — Interests of FLFV Initial Stockholders and FLFV’s Directors and Officers in the Business Combination.”

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the Proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to FLFV stockholders. FLFV stockholders are urged to read this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:     What is the Merger and the Business Combination?

A:     FLFV, Merger Sub, and Thunder Power have entered into the Merger Agreement, pursuant to which Thunder Power will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of FLFV. Effective from the Closing, FLFV will change its name to “Thunder Power Holdings, Inc.” The Merger and other transactions contemplated in the Merger Agreement are referred as the “Business Combination” or the “Transactions”).

Q:     Why am I receiving this proxy statement/prospectus?

A:     FLFV and Thunder Power have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and FLFV encourages its stockholders to read it in its entirety. FLFV’s stockholders are being asked to consider and vote upon a proposal to approve the Merger Agreement, any Ancillary Document (as defined in the Merger Agreement), and the Business Combination. See the section entitled “Proposal 1: The Business Combination Proposal” for further information.

This document is a proxy statement because the Board is soliciting proxies using this proxy statement/prospectus from FLFV stockholders. It is a prospectus because FLFV, in connection with the Business Combination, is offering shares of PubCo Common Stock in exchange for the outstanding Thunder Power Ordinary Shares. See the section entitled “Proposal 1: The Business Combination Proposal” for further information.

Q:     What is the Merger Consideration and what will Thunder Power shareholders receive in the Merger?

A:     Pursuant to the Merger Agreement, shareholders of Thunder Power immediately prior to the Effective Time, or the Sellers, collectively will receive from FLFV, in the aggregate, a number of newly issued shares of PubCo Common Stock, par value $0.0001 per share, equal to: (i) $600,000,000, divided by (ii) $10.00 per share in consideration of converting their shares of Thunder Power Ordinary Shares.

Q:     What equity stake will non-redeeming Public Stockholders, the Sellers, and the FLFV Initial Stockholders hold in PubCo following the consummation of the Business Combination and the Transaction Financing if any and what is the expected pro forma equity value of PubCo at the Closing?

A:     The equity stake held by our non-redeeming Public Stockholders, the Sellers, and the FLFV Initial Stockholders in PubCo immediately following consummation of the Business Combination will depend on the number of redemptions from the Trust Account by Public Stockholders at the Closing as well as various other factors, as described in the assumptions set forth below. In connection with the vote to approve the First Amendment at the 2023 Special Meeting, 4,791,507 Public Shares were redeemed by FLFV’s stockholder and in connection with the vote to approve the Second Amendment at the 2024 Special Meeting, 2,378,699 Public Shares were redeemed (collectively, the “Redeemed Public Shares”), as a result of which, FLFV currently has 2,604,794 Public Shares issued and outstanding. Approximate equity stakes for each of these stockholder groups upon consummation of the Business Combination are set forth in the table below in respect of four redemption scenarios given the effect of the Redeemed Public Shares: (1) “Scenario A,” in which there are no redemptions of our Public Shares; (2) “Scenario B,” in which 25% of the Public Shares as of the date of this proxy statement/prospectus are redeemed; (3) “Scenario C,” in which 50% of the Public Shares as of the date of this proxy statement/prospectus

are redeemed; and (4) “Scenario D,” in which there are maximum redemptions from the Trust Account, illustrates, without any other additional Transaction Financing, the minimum amount of non-redeeming Public Shares to satisfy the Net Tangible Assets Requirement at the Closing. Furthermore, except as mentioned above, the parties are currently actively negotiating with prospective investors to seek additional Transaction Financing because we are aware of the possibility that the actual redemption requests received in connection with the Business Combination may exceed the amount shown in the Scenario D. For further information on what constitutes a “maximum redemptions” scenario, please see the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.” All else being equal, if any Public Stockholders exercise their redemption rights, then after the consummation of the business combination, the percentage of PubCo Common Stock held collectively by all non-redeeming Public Stockholders will decrease and the percentage of PubCo Common Stock held by the Sellers and the FLFV Initial Stockholders will increase, in each case, relative to the percentage held if no Public Shares are redeemed.

Each of the scenarios presented below (i) assumes that no additional shares of FLFV Common Stock are issued prior to or upon Closing, (ii) assumes there is no exercise of any options to purchase shares of PubCo Common Stock that will be outstanding immediately following the Business Combination, whether such options are issued under the 2024 Plan or otherwise, (iii) excludes the issuance of any shares or other awards in connection with the 2024 Plan following the Business Combination, and (iv) includes the issuance of 90,000 shares of PubCo Common Stock at the Effective Date to the three independent directors of FLFV holding office immediately prior to the Effective Time, with each independent director receiving 30,000 shares of PubCo Common Stock. In addition, because as of the date hereof, we have not secured any commitment, letter of intent or term sheet for the Transaction Financing, a closing condition that may be waived by FLFV and Thunder Power by mutual agreement as provided in the Merger Agreement, each of the scenarios does not present potential issuance of additional FLFV Common Stock in connection with the Transaction Financing at the Effective Time. Notwithstanding the foregoing, as provided in our Current Charter, we will not redeem Public Shares in an amount that would cause us to have net tangible assets of less than $5,000,001 either immediately prior to or upon the consummation of the Business Combination (the “Net Tangible Assets Requirement”). Accordingly, “Scenario D,” in which there are maximum redemptions from the Trust Account, illustrates, the minimum amount of non-redeeming Public Shares to satisfy the Net Tangible Assets Requirement at the Closing.

The table set forth below also states the anticipated pro forma equity value of PubCo for each of the scenarios described above. These pro forma equity values reflect an assumed price for PubCo Common Stock of $10.00 per share, being the price per share negotiated with Thunder Power and set forth in the Merger Agreement for shares of PubCo Common Stock to be issued as Merger Consideration (as described in the preceding question entitled “What is the Merger Consideration and what will Thunder Power shareholders receive in the Merger?”). The pro forma equity values include the equity consideration to be issued to the Sellers at the Closing (being approximately 40,000,000 Closing Merger Consideration, or $400,000,000 in Merger Consideration, based on the assumed price of $10.00 per share) and exclude the 20,000,000 Earnout Shares that are subject to the vesting schedule set forth in the Merger Agreement. The number of Public Shares redeemed by Public Stockholders with cash from the Trust Account at the Closing is not, all else being equal, expected to materially affect the equity value per share of FLFV Common Stock held by non-redeeming Public Stockholders as at the time immediately following the Closing, as each redemption will result in (x) the cancellation of one Public Share, and (y) the payment of approximately $[        ] to the redeeming Public Stockholder (given that, based on funds in the Trust Account of approximately $[        ] million on the Record Date, the estimated per share redemption price would have been approximately $[        ]) and, accordingly, such funds will not be available to the Combined Company or reflected in its financial statements following the Closing. You should note, however, that the level of redemptions of Public Shares from our Trust Account may affect the market price for shares of PubCo

Common Stock following the Closing in ways which we cannot predict. For further information, please refer to the section of this proxy statement/prospectus entitled “Risk Factors — Redemptions of Public Shares by Public Stockholders may affect the market price of PubCo Common Stock.”

Stockholders will experience additional dilution to the extent PubCo issues additional shares after the Closing. The table below shows possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the Closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below includes (i) the 20,000,000 Earnout Shares vested to the Sellers, (ii) the shares of PubCo Common Stock that will be reserved for issuance under the 2024 Plan, which will initially be equal to 10% of the outstanding shares of PubCo Common Stock as of the Closing, (iii) up to 10,273,875 shares of PubCo Common Stock underlying FLFV Warrants.

____________

(1)      As of the date of this proxy statement/prospectus, there are 2,604,794 Public Shares issued and outstanding which are subject to redemption. The numbers set forth in this column assume that no Public Shares (excluding the Redeemed Public Shares) as of the date of this proxy statement/prospectus are redeemed.

(2)      As of the date of this proxy statement/prospectus, there are 2,604,794 Public Shares issued and outstanding which are subject to redemption. The numbers set forth in this column assume that 651,199 Public Shares, or approximately 25%, of the 2,604,794 Public Shares as of the date of this proxy statement/prospectus are redeemed at $10.84 per share.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:     When and where is the Special Meeting?

A:     The Special Meeting will be held on [      ], 2024 unless postponed or adjourned to a later date. The Special Meeting will be held virtually. All FLFV stockholders as of the Record Date, or their duly appointed proxies, may attend the Special Meeting. You will be able to log in beginning at [      ] Eastern Time.

Q:     Why is the Special Meeting a virtual, online meeting?

A:     FLFV has decided to hold the Special Meeting virtually due to the COVID-19 pandemic and the emergence of new variant strains of COVID-19. FLFV is sensitive to the public health and travel concerns of FLFV’s stockholders and employees and the protocols that federal, state, and local governments may impose. FLFV believes that hosting a virtual meeting will enable greater stockholder attendance by enabling stockholders to participate from any location around the world.

Q:     How do I attend a virtual meeting?

A:     We are pleased to use the virtual meeting format to facilitate stockholder attendance, voting, and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel. As a registered stockholder, along with this proxy statement/prospectus, you received a proxy card from [      ], which contains instructions on how to attend the virtual Special Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact [      ] at [      ], or email [      ] at [      ].

You can pre-register to attend the virtual Special Meeting starting on [      ] (five business days prior to the meeting). Enter the following URL address into your browser [      ], then enter your control number, name, and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Special Meeting, you will need to re-login using the same control number and, if you want to vote during the meeting, you will be prompted to enter your control number again.

Beneficial owners who own their FLFV Common Stock through a bank, broker, or other nominee will need to contact [      ] to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your broker, bank, or other nominee or, if you would like to join and not vote, [      ] can issue you a guest control number with proof of ownership. Either way, you must contact [      ] at the number or email address above for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can only listen to the Special Meeting by dialing [      ] (toll-free, within the U.S. and Canada) or [      ] (with toll, outside the U.S. or Canada) and when prompted, enter the pin [      ]. This method supports listening only, so you will not be able to vote or ask questions during the Special Meeting. A replay of the Special Meeting will be made available promptly after the meeting at [      ] and remain available for at least one year from the date it is made available.

Q:     How do I ask questions during the Virtual Special Meeting?

A:     Stockholders may submit questions during the Special Meeting using the “Ask a Question” field on the virtual meeting website. You will need to log in with your control number found on your proxy card to submit a question. Time has been allocated on the agenda to respond to questions submitted during the Special Meeting. Questions we do not answer during the Special Meeting will be answered in writing and posted at [      ]. Please refer to the Special Meeting Rules of Conduct and Procedures for more information on how to ask questions. The Rules of Conduct and Procedures are available at [      ] and during the Special Meeting at [      ].

We encourage you to access the Special Meeting early. Online check-in will begin approximately [      ] minutes before the [      ], Eastern Time, start time. If you encounter difficulties during the check-in or meeting time, we have technicians available to help you. The technical support contact information will be posted on the virtual meeting login page.

Q:     What am I being asked to vote on and why is this approval necessary?

A:     FLFV stockholders are being asked to vote on the following Proposals:

1.      the Business Combination Proposal;

2.      the Charter Amendment Proposal;

3.      the Advisory Charter Amendment Proposals;

4.      the Nasdaq Stock Issuance Proposal;

5.      the Director Election Proposal;

6.      the 2024 Plan Proposal; and

7.      the Adjournment Proposal

If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, and the 2024 Plan Proposal will not be presented to FLFV stockholders for a vote. The approval of the Business Combination Proposal and, unless otherwise waived by the parties thereof, the Charter Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, and the 2024 Plan Proposal are preconditions to the Closing. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

Q:     Are there any other matters being presented to FLFV stockholders at the Special Meeting?

A:     In addition to voting on the Business Combination Proposal, assuming it is approved and adopted, the stockholders of FLFV will vote on each of the other Proposals described in the section above entitled “Summary Term Sheet.”

FLFV will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be considered at the Special Meeting. Stockholders should read it carefully.

If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, and the 2024 Plan Proposal will not be presented to FLFV stockholders for a vote. The approval of the Business Combination Proposal and, unless otherwise waived by the parties thereof, the Charter Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, and the 2024 Plan Proposal are preconditions to the Closing. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

The vote of stockholders is important. FLFV stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     What will happen to FLFV’s securities upon consummation of the Business Combination?

A:     The FLFV Units, FLFV Common Stock, and FLFV Warrants are currently listed on Nasdaq under the symbols “FLFVU,” “FLFV” and “FLFVW,” respectively. Upon the Closing, FLFV will change its name to “Thunder Power Holdings, Inc.” and the Combined Company will have one class of common stock, which will be listed on Nasdaq under the symbol “AIEV.” Public Stockholders who do not elect to have their Public Shares redeemed for a pro rata share of the Trust Account need not submit Public Shares, and such shares of stock (which will be PubCo Common Stock following the Closing) will remain outstanding. The FLFV Units will not be traded on Nasdaq following the Closing and will automatically be separated into their component securities (“AIEV” and “AIEVW”) without any action needed to be taken on the part of the holders of such FLFV Units. FLFV warrant holders and those stockholders who do not elect to have their shares of FLFV Common Stock redeemed need not deliver their shares of FLFV Common Stock or warrant certificates to FLFV or to FLFV’s transfer agent and such securities will remain outstanding.

Q:     What will happen if FLFV cannot comply with the continued listing requirements before the Business Combination?

A.     On March 18, 2024, FLFV received a notice (the “Nasdaq Notice”) from the listing qualifications department staff of Nasdaq notifying that FLFV was not in compliance with Listing Rule 5450(a)(2) (the “Minimum Holders Rule”), which requires FLFV to have at least 400 round lot holders for continued listing on the Nasdaq Global Market. FLFV has until May 2, 2024 to submit a plan to regain compliance with the Minimum Holders Rule. FLFV intends to submit a plan to regain compliance with the Minimum Holders Rule within the required timeframe. If Nasdaq accepts FLFV’s compliance plan, Nasdaq may grant FLFV an extension of up to 180 calendar days from the date of the Nasdaq Notice to evidence compliance with the Minimum Holders Rule. Additionally, FLFV expects upon consummation of the Business Combination, the combined entity will comply with the listing qualifications of Nasdaq. However, if the Business Combination is not consummated by May 2, 2024 and FLFV’s compliance plan is not accepted by Nasdaq, FLFV securities will be subject to removal from listing on Nasdaq and FLFV will have the opportunity to appeal the decision before a Nasdaq Hearings Panel.

Q:     Why is FLFV proposing the Business Combination?

A:     FLFV was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses.

On June 21, 2022, FLFV consummated its Initial Public Offering of 9,775,000 units, which included 1,275,000 units issued upon the full exercise of the over-allotment option of the underwriters of the Initial Public Offering. Each unit consists of one share of Class A common stock, $0.0001 par value per share, one redeemable warrant, each warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, and one right, each one right entitling the holder thereof to exchange for one-tenth (1/10) of one Class A common stock upon the completion of FLFV’s initial business combination, generating gross proceeds of $97,750,000. Simultaneously with the closing of the IPO, FLFV completed the private sale of 498,875 units, including 478,875 units to the 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)Since its Initial Public Offering, FLFV’s activity has been limited to identifying and evaluating suitable business combination candidates.

Thunder Power is a technology innovator and a manufacturer of electric vehicles (“EV”), ranging from budget conscious to premium models. The Company has developed several proprietary technologies which are the building blocks of the Thunder Power family of EVs commercial release. Thunder Power’s vision is to demonstrate the potential of its proprietary technologies through the manufacture and sale of premium passenger EVs. Competitive advantages include a driving range of approximately 750 kilometers, or 466 miles for the premium Limited-Edition Coupe, a comparatively short charge time, and a number of proprietary technologies resulting in lighter weight and a revolutionary chassis design, as described below. Thunder Power offers the market an eco-friendly, premium EV that is expected to be positioned to earn market share based on design, quality, comfort, range, and price. From a consumer perspective, in Thunder Power’s opinion, these technologies significantly increase the driving range for the EV while allowing for faster recharging and lower costs of ownership.

Based on FLFV’s due diligence investigations of Thunder Power and the industry in which Thunder Power operates, including the financial and other information provided by Thunder Power in the course of the negotiations in connection with the Merger Agreement, FLFV believes that Thunder Power has an appealing market opportunity and growth profile and a compelling valuation. As a result, FLFV believes that the Business Combination with Thunder Power will provide FLFV stockholders with an opportunity to participate in the ownership of a company with growth potential and significant value. See the section entitled “Proposal 1: The Business Combination Proposal — The Board’s Reasons for the Approval of the Business Combination.”

Q:     Do I have redemption rights?

A:     If you are a Public Stockholder, you have the right to demand that FLFV redeem your Public Shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the Initial Public Offering (including aggregate fees of $3,421,250 payable to the underwriters at the Closing as the Deferred Business Combination Fee), calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account (net of taxes payable). We sometimes refer to these rights to demand redemption of the Public Shares as “redemption rights.”

Notwithstanding the foregoing, a FLFV stockholder, together with any affiliate or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from exercising redemption rights with respect to more than an aggregate of 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Holders of the outstanding FLFV Warrants do not have redemption rights with respect to such warrants in connection with the transactions contemplated by the Business Combination Proposal.

The amount of the Deferred Underwriting Amount is fixed at $3,421,250 and payable contingent on the completion of the Business Combination regardless of the level of redemptions from our Trust Account in connection with the Business Combination. As of the date hereof, there is no change or waiver with regard to the Deferred Underwriting Amount. Other than the Deferred Underwriting Amount, the Representatives will not be entitled to receive any additional compensation in connection with or contingent on the completion of the Business Combination. As a result, as redemptions increase, the per-share impact of the Deferred Underwriting Amount will increase for each non-redeeming stockholder. Specifically, assuming no redemptions, the Representatives will receive the Deferred Underwriting Amount of $0.69 per Public Share that remains outstanding after the Closing. Assuming 25% redemptions, the Representatives will receive the Deferred Underwriting Amount of approximately $0.92 per Public Share that remains outstanding after the Closing. Assuming 50% redemptions, the Representatives will receive the Deferred Underwriting Amount of approximately $1.37 per Public Share that remains outstanding after the Closing. Assuming maximum redemptions, the Representatives will receive the Deferred Underwriting Amount of approximately $3.00 per Public Share that remains outstanding after the Closing. The level of redemptions also impacts the effective Deferred Underwriting Amount incurred in connection with the Initial Public Offering. In a no redemption scenario, based on the initial redemption value of approximately $50.6 million in the Trust Account, the Deferred Underwriting Amount represents an effective Deferred Underwriting Amount of approximately 6.8% of the Initial Public Offering. In the 25% redemption scenario, the funds remaining in the Trust Account following such redemption would be approximately $37.9 million and the effective Deferred Underwriting Amount would be approximately 9.0%. In the 50% redemption scenario, the funds remaining in the Trust Account following such redemption would be approximately $25.3 million and the effective Deferred Underwriting Amount would be approximately 13.5%. In the maximum redemption scenario, the funds remaining in the Trust Account following such redemption would be approximately $11.6 million and the effective Deferred Underwriting Amount would be approximately 29.5%.

Please see the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Underwriting Fees as a Percentage of Initial Public Offering Proceeds Net of Redemptions” and “ — Deferred Underwriting Amount as a Percentage of Initial Public Offering Proceeds Net of Redemptions” for further information.

Q:     If I am a holder of the FLFV Units, can I exercise redemption rights with respect to my Units?

A:     No. You can only exercise redemption rights with respect to your Public Shares. Holders of outstanding FLFV Units must separate the underlying Public Shares and FLFV Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold FLFV Units registered in your own name, you must deliver the certificate for such units to Continental, our transfer agent, with written instructions to separate such units into Public Shares and FLFV Warrants.

This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the FLFV Units. See “How do I exercise my redemption rights?” below. The address of Continental is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your FLFV Units, you must instruct such nominee to separate your FLFV Units. Your nominee must send written instructions by facsimile to Continental, our transfer agent. Such written instructions must include the number of FLFV Units to be separated and the nominee holding such FLFV Units. Your nominee must also initiate electronically, using DTC’s deposit/withdrawal at custodian (DWAC) system, a withdrawal of the relevant FLFV Units and a deposit of an equal number of Public Shares and FLFV Warrants. This must be completed far enough in advance to

permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the FLFV Units. While this is typically completed electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated from your FLFV Units in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     If I am a holder of the FLFV Warrants, whether, when and how will FLFV exercise its redemption rights with respect to my FLFV Warrants?

A:     FLFV has the ability to redeem outstanding FLFV Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of FLFV 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 on the third business day prior to the date on which FLFV gives proper notice of such redemption and provided certain other conditions are met. While FLFV Common Stock has not exceeded the $16.50 per share threshold at which FLFV Warrants would become redeemable since the announcement of the Business Combination, there is no assurance that the price of PubCo Common Stock will not exceed the threshold. If and when the FLFV Warrants become redeemable by FLFV, FLFV may exercise its redemption right even if FLFV is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Notice of redemption shall be mailed by first class mail, postage prepaid, by FLFV not less than 30 days prior to the date that fixed by FLFV for the redemption to the registered holders of the FLFV Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. FLFV will not redeem the FLFV Warrants unless a registration statement under the Securities Act covering the shares of FLFV Common Stock issuable upon exercise of the FLFV Warrants is effective and a current prospectus relating to those shares of FLFV Common Stock is available throughout the 30-day redemption period, except if the FLFV Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the FLFV Warrants become redeemable by FLFV, FLFV may exercise its redemption right even if FLFV is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If FLFV elect to redeem the FLFV Warrants on a cashless basis, then FLFV will not receive any cash proceeds from the exercise of such FLFV Warrants. See “Risk Factors — FLFV may redeem the unexpired FLFV Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your FLFV Warrants worthless.”

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of FLFV Common Stock for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their FLFV Common Stock and no longer be FLFV stockholders and the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemptions by Public Stockholders. With fewer shares of FLFV Common Stock outstanding and fewer Public Stockholders, the trading market for FLFV Common Stock or PubCo Common Stock, as applicable, may be less liquid than the market for such stock prior to the Business Combination and FLFV or PubCo, as applicable, may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account due to redemptions by Public Stockholders, the capital infusion from the Trust Account into PubCo’s business will be reduced and the amount of working capital available to PubCo following the Business Combination may be reduced. Your decision to exercise your redemption rights with respect to shares of FLFV Common Stock will have no effect on FLFV Warrants you may also hold.

Q:     How do I exercise my redemption rights?

A:     If you are a Public Stockholder and wish to exercise your redemption rights with respect to your Public Shares, you must, prior to 5:00 p.m. Eastern Time on [      ] (two business days before the Special Meeting), (i) submit a written request to our transfer agent that we redeem your Public Shares for cash, and (ii) deliver your stock to our transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental, our transfer agent, is listed under the question “Who can help answer my questions?” below. The

redemption rights include the requirement that a beneficial holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to our transfer agent in order to validly redeem its shares. Any Public Stockholder will be entitled to demand that such holder’s Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $[      ] million, or $[      ] per share, as of the Record Date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to FLFV to pay its taxes (less up to $50,000 of interest to pay dissolution expenses), will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Public Stockholders exercising redemption rights, regardless of whether such Public Stockholders vote for or against, or abstain from voting on, the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a Public Stockholder, may be withdrawn at any time up to the time of the vote on the Business Combination Proposal (the “withdrawal deadline”). If you deliver your shares certificate for redemption to FLFV’s transfer agent and later decide prior to the withdrawal deadline not to elect redemption, you may request that FLFV’s transfer agent return the shares certificate (physically or electronically).

Any corrected or changed written demand of exercise of redemption rights must be received by FLFV’s transfer agent prior to the withdrawal deadline. No demand for redemption will be honored unless the Public Stockholder’s Public Shares have been delivered (either physically or electronically) to FLFV’s transfer agent prior to the applicable date.

If a Public Stockholder properly makes a request for redemption and such Public Stockholder’s Public Shares are delivered as described herein to FLFV’s transfer agent, then, if the Business Combination is consummated, FLFV will redeem such Public Shares for a pro rata portion of the funds deposited into the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash. For additional information about the exercise of redemption rights, see “Special Meeting of FLFV Stockholders — Redemption Rights.”

If you are a holder of Public Shares (including through the ownership of the FLFV Units) and you exercise your redemption rights, it will not result in the loss of any FLFV Warrants that you may hold (including those included in any FLFV Units you hold). Your whole FLFV Warrants will become exercisable to purchase one share of FLFV Common Stock (which will be PubCo Common Stock after the Closing) 30 days after the completion of the Business Combination.

Assuming the maximum redemption where 2,604,794 Public Shares are redeemed, owners of 10,273,875 FLFV Warrants outstanding will continue to own such FLFV Warrants even if such owner has redeemed any or all of the Public Shares held by them. Based on the market value per warrant as of the closing price of $[      ] on the Record Date for the FLFV Warrants, redeeming stockholders may retain FLFV Warrants with an aggregate value of approximately $[      ] million of an aggregate of 10,273,875 FLFV Warrants (after redeeming their shares). The issuance of additional PubCo Common Stock underlying the FLFV Warrants would increase the number of shares eligible for future resale in the public market and result in dilution to FLFV stockholders. As a result, the cost of those retained FLFV Warrants will be borne by PubCo and non-redeeming stockholders. See “Risk Factors — FLFV Warrants will become exercisable for PubCo Common Stock 30 days after the completion of the Business Combination, which would increase the number of shares eligible for future resale in the public market and result in dilution to FLFV stockholders. Such dilution will increase if more of the Public Shares are redeemed.”

Additionally, as a result of redemptions, the trading market for PubCo Common Stock may be less liquid than the market for FLFV Common Stock was prior to consummation of the Business Combination, and PubCo may not be able to meet the listing standards for the Nasdaq or another national securities exchange.

For a discussion of the material U.S. federal income tax considerations for holders of FLFV Common Stock with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Considerations — Material Tax Considerations Related to a Redemption of FLFV Common Stock” beginning on page 113. The consequences of a redemption to any particular Public Stockholder will depend on that holder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state and local and non-U.S. income and other tax laws in light of your particular circumstances.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. FLFV stockholders do not have appraisal rights in connection with the proposed Business Combination under Delaware law.

Q:     What happens if a substantial number of stockholders vote in favor of the Business Combination Proposal and exercise redemption rights?

A:     Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights and are not required to vote in any way to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shares are substantially reduced as a result of redemptions by Public Stockholders (however, the condition to the consummation of the Business Combination requiring that FLFV have at least $5,000,001 of net tangible assets is also a requirement under the Current Charter of FLFV which may not be waived). In addition, with fewer Public Shares and Public Stockholders, it would be harder to meet the requirement of an Available Closing Cash of $5,000,000 at the Closing unless such closing condition is subsequently waived by the parties, and the trading markets for FLFV Common Stock following the Closing (which will be PubCo Common Stock) may be less liquid than the market for FLFV Common Stock prior to the Business Combination, and PubCo may not be able to meet the listing standards of a national securities exchange, including Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into PubCo’s business will be reduced and PubCo may not be able to achieve its business plans.

Q:     What happens to the funds deposited into the Trust Account after consummation of the Business Combination?

A:     After consummation of the Business Combination, the funds in the Trust Account will be used to pay Public Stockholders who exercise redemption rights with respect to their redeemed Public Shares, to pay fees and expenses incurred in connection with the Business Combination, and then will be released to the Combined Company for its working capital and general corporate purposes.

Q:     How do the FLFV Initial Stockholders intend to vote on the Proposals?

A:     Pursuant to the Parent Support Agreement, certain FLFV Initial Stockholders beneficially own and are entitled to vote an aggregate of approximately 37.5% of the outstanding FLFV Common Stock as of the Record Date. These FLFV Initial Stockholders have agreed to vote their shares in favor of the Business Combination Proposal. The FLFV Initial Stockholders have also agreed to vote their shares in favor of all other Proposals being presented at the Special Meeting and waived their anti-dilution rights with respect to the Class B common stock, which include the Founder Shares, as provided in the Current Charter in connection with the Business Combination.

Q:     What do I need to do now?

A:     FLFV urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a stockholder of FLFV. FLFV stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How many votes do I have at the Special Meeting?

A:     FLFV stockholders are entitled to one vote at the Special Meeting for each share of FLFV Common Stock held of record at the close of the Record Date for the Special Meeting.

Q:     What constitutes a quorum at the Special Meeting?

A:     The presence, in person (including virtual presence) or by proxy, at the Special Meeting of holders of shares of outstanding FLFV Common Stock representing a majority of the voting power of all outstanding shares of FLFV Common Stock entitled to vote at the Special Meeting will constitute a quorum for the transaction of business at the Special Meeting. The FLFV Initial Stockholders, who currently own approximately 37.6% of the voting power of the issued and outstanding shares of FLFV Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the Record Date, [      ] shares of FLFV Common Stock would be required to achieve a quorum.

Q:     What vote is required to approve each Proposal at the Special Meeting?

A:     The Business Combination Proposal: The affirmative vote of a majority of the votes cast by holders of FLFV Common Stock present in person (including virtual presence) or represented by proxy and entitled to vote thereon, at a meeting at which a quorum is present, is required to approve the Business Combination Proposal. FLFV stockholders must approve the Business Combination Proposal in order for the Business Combination to occur. If FLFV stockholders fail to approve the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, and the 2024 Plan Proposal will not be presented to FLFV stockholders for a vote. The Business Combination and the Charter Amendment Proposal are not conditioned upon the approval of the Advisory Charter Amendment Proposals. The Charter Amendment Proposal, the Advisory Charter Amendment Proposals, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, and the 2024 Plan Proposal are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal. If the Business Combination Proposal is not approved, the other Proposals (except the Adjournment Proposal) will not be presented to the FLFV stockholders for a vote.

The Charter Amendment Proposal:    A majority vote of outstanding FLFV Common Stock entitled to vote present in person (including virtual presence) or represented by proxy, at a meeting at which a quorum is present, is required to approve the Charter Amendment Proposal. The Business Combination is conditioned upon the approval of the Charter Amendment Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Charter Amendment Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Amendment Proposal will not be effected.

The Advisory Charter Amendment Proposals:    The affirmative vote of a majority of the votes cast by holders of FLFV Common Stock present in person (including virtual presence) or represented by proxy and entitled to vote thereon, at a meeting at which a quorum is present, is required to approve the Advisory Charter Amendment Proposals. In accordance with SEC guidance, the Advisory Charter Amendment Proposals are being presented separately and will be voted upon on a non-binding advisory basis. The Business Combination and the Charter Amendment Proposal are not conditioned upon the approval of the Advisory Charter Amendment Proposals.

The Nasdaq Stock Issuance Proposal:    The affirmative vote of a majority of the votes cast by holders of FLFV Common Stock present in person (including virtual presence) or represented by proxy and entitled to vote thereon, at a meeting at which a quorum is present, is required to approve the Nasdaq Stock Issuance Proposal. The Business Combination is conditioned upon the approval of the Nasdaq Stock Issuance Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Nasdaq Stock Issuance Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Nasdaq Stock Issuance Proposal will not be effected.

The Director Election Proposal:    The approval of the Director Election Proposal requires a plurality vote of the shares of FLFV Common Stock cast by stockholders present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Special Meeting. A “plurality of vote” means that the nominees receiving the greatest number of votes cast “FOR” are elected as directors up to the maximum number of directors to be elected. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor. The Business Combination is conditioned upon the approval of the Director Election Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Director Election Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Director Election Proposal will not be effected.

The 2024 Plan Proposal:    The affirmative vote of a majority of the votes cast by holders of FLFV Common Stock present in person (including virtual presence) or represented by proxy and entitled to vote thereon, at a meeting at which a quorum is present, is required to approve the 2024 Plan Proposal. The Business Combination is conditioned upon the approval of the 2024 Plan Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the 2024 Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the 2024 Plan Proposal will not be effected.

The Adjournment Proposal:    The affirmative vote of a majority of the votes cast by holders of FLFV Common Stock present in person (including virtual presence) or represented by proxy and entitled to vote thereon, at a meeting at which a quorum is present, is required to approve the Adjournment Proposal. The Business Combination is not conditioned upon the approval of the Adjournment Proposal.

In connection with the entry into the Merger Agreement, certain FLFV Initial Stockholders, representing 37.5% of the voting power of the issued and outstanding shares of FLFV Common Stock, have agreed to vote their shares in favor of the Proposals. As a result, to approve all Proposals (except the Charter Amendment Proposal and the Director Election Proposal), in addition to the Founder Shares and the Private Shares held by the FLFV Initial Stockholders, assuming either all shares of FLFV Common Stock issued and outstanding as of the Record Date are voted or only the minimum number of shares of FLFV Common Stock representing a quorum is present and voting, no shares would be required to vote in favor of each Proposal. To approve the Charter Amendment Proposal, in addition to the Founder Shares and the Private Shares held by the FLFV Initial Stockholders, no shares would be required to vote in favor of the Charter Amendment Proposal. The approval of the Director Election Proposal requires a plurality vote of the shares of FLFV Common Stock cast in respect of that Proposal present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Special Meeting. A “plurality of vote” means that the nominees receiving the greatest number of votes cast “FOR” are elected as directors up to the maximum number of directors to be elected. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

Q:     Do any of FLFV’s directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of FLFV stockholders?

A:     FLFV’s executive officers and directors may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include, among other things:

•        the fact that the FLFV Initial Stockholders, including the Sponsor and FLFV’s officers and directors have agreed, as part of FLFV’s Initial Public Offering and without any separate consideration provided by FLFV for such agreement, not to redeem any shares of FLFV Common Stock in connection with a stockholder vote to approve a proposed initial business combination;

•        the beneficial ownership by the Sponsor of an aggregate of 2,014,400 Founder Shares and 478,875 Private Shares, which would become worthless if FLFV does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. The Sponsor paid an aggregate of approximately $20,140, or $0.01 per share, for the Founders Shares and $4,788,750, or $10.00 per unit, for the Private Units. Such securities of FLFV held by the Sponsor have an aggregate market value of approximately $[      ], based on the closing price of FLFV Common Stock on the Record Date of $[      ] per share and the closing price of FLFV Public Units on the Record Date of $[      ] per unit, resulting in a theoretical gain of approximately $[      ] (or $[      ] per share); further, as of the date hereof, FLFV issued five promissory notes to the Sponsor and/or its designees in connection with the Initial Extension Payment and the First Amendment Monthly Extension Payments in a total amount of $1,377,500. The Sponsor has the right, but not the obligation, to convert the promissory notes, in whole or in part, respectively, into the shares of PubCo Common Stock. If the Sponsor does not convert the promissory notes into shares of PubCo Common Stock upon the Closing, the promissory notes will become intercompany notes between FLFV and the Sponsor upon the Closing. FLFV has the obligation to pay to the Sponsor the funds amounting to the principal amount of the promissory notes if the Business Combination is terminated pursuant to the Merger Agreement. FLFV may use a portion of the working capital held outside the Trust Account to repay such funds amounting to the principal amount of the promissory notes but no proceeds from the Trust Account would be used to repay such loaned amounts. In the event that FLFV fails to complete a business combination by March 21, 2024, it is uncertain if FLFV has sufficient working capital held outside the Trust Account to fully repay the promissory notes;

•        Xuedong (Tony) Tian, FLFV’s Chief Executive Officer and director, Lei Xu, FLFV’s Chairwoman and President, and Yuanmei Ma, FLFV’s Chief Financial Officer, respectively hold 117,030, 126,990 and 117,030 Founder Shares, which would become worthless if FLFV does not complete a business combination within the applicable time period, as the said executive officers have waived any right to redemption with respect to these shares. The said executive officers paid approximately $3,611 in aggregate, or $0.01 per

share for such Founder Shares. Such 361,050 Founder Shares held by such executive officers have an aggregate market value of approximately $[      ], based on the closing price of FLFV Common Stock on the Record Date of $[      ] per share, resulting in a theoretical gain of $[      ] (or $[      ] per share);

•        Furthermore, Mr. Xuedong (Tony) Tian, our Chief Executive Officer and director is the Managing Director and Head of Capital Markets of US Tiger. US Tiger is one underwriter of the Initial Public Offering. Pursuant to the underwriting agreement entered into by and between FLFV and US Tiger, US Tiger will be entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $3,421,250 until the closing of the Business Combination. Additionally, the beneficial ownership by US Tiger of an aggregate of 60,000 Representative Shares and 20,000 Private Shares, which would become worthless if FLFV does not complete a business combination within the applicable time period, as US Tiger has waived any right to redemption with respect to these shares. US Tiger received the Representative Shares in connection with the IPO and paid an aggregate of $200,000, or $10.00 per unit, for the Private Units. Such securities of FLFV held by US Tiger have an aggregate market value of approximately $[      ], based on the closing price of FLFV Common Stock on the Record Date of $[      ] per share and the closing price of FLFV Public Units on the Record Date of $[      ] per unit, resulting in a theoretical gain of $[      ] (or $[      ] per share).

•        Two of FLFV’s independent directors, Kevin Vassily and David Ping Li, each holds 20,000 Founder Shares and the other independent director, Wenbing Chris Wang will receive 10,000 Founder Shares from the Sponsor, which would become worthless if FLFV does not complete a business combination within the applicable time period, as the said executive officers have waived any right to redemption with respect to these shares. The said executive officers paid approximately $500 in aggregate, or $0.01 per share for such Founder Shares. Such 50,000 Founder Shares held by the three independent directors have an aggregate market value of approximately $[      ], based on the closing price of FLFV Common Stock on the Record Date of $[      ] per share, resulting in a theoretical gain of $[      ] (or $[      ] per share). Further, each of the independent directors is entitled to receive 30,000 shares of PubCo Common Stock upon the completion of the Business Combination. Such 30,000 shares of PubCo Common Stock held by each independent director have an aggregate market value of approximately $[      ], based on the closing price of FLFV Common Stock on the Record Date of $[      ] per share, resulting in a theoretical gain of $[      ] (or $[      ] per share);

•        Upon and after the completion of the Business Combination, Yuanmei Ma, FLFV’s current Chief Financial Officer will continue to act as PubCo’s Chief Financial Officer and a director of the PubCo Board, and Kevin Vassily, FLFV’s current independent director, will continue to act as an independent director of the PubCo Board. Yuanmei Ma and Kevin Vassily may receive compensation and/or other benefits from PubCo and/or participate in PubCo’s incentive plans after the completion of the Business Combination.

•        As of the date hereof, FLFV issued five Thunder Power Notes to Thunder Power in connection with the First Amendment Monthly Extension Payments in a total amount of $500,000 and one Thunder Power Note to Thunder Power in connection with the Second Amendment Monthly Extension Payment in the amount of $60,000. Thunder Power has the right, but not the obligation, to convert the Thunder Power Notes, in whole or in part, respectively, into Thunder Power Extension Shares. Thunder Power has advised FLFV that it will not convert the Thunder Power Notes into Thunder Power Extension Shares upon the Closing. As a result, the Thunder Power Notes will become intercompany notes between FLFV and Thunder Power upon the Closing. FLFV has the obligation to pay to Thunder Power the funds amounting to the principal amount of the Thunder Power Notes if the Business Combination is terminated pursuant to the Merger Agreement. FLFV may use a portion of the working capital held outside the Trust Account to repay such funds amounting to the principal amount of the Thunder Power Notes but no proceeds from the Trust Account would be used to repay such loaned amounts. In the event that the Business Combination is terminated pursuant to the Merger Agreement, it is uncertain if FLFV has sufficient working capital held outside the Trust Account to fully repay the Thunder Power Notes, and the Sponsor may be eventually held liable for FLFV’s liabilities pursuant to its certain indemnification obligations;

•        the Sponsor and FLFV’s officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred related to identifying, investigating, and consummating an initial business combination, provided, that, if FLFV does not consummate the Business Combination, a portion of the working capital held outside the Trust Account may be used by FLFV to repay such reimbursements so long as no proceeds from the Trust Account are used for such repayment. As of the date hereof, except

for certain travelling expenses incurred related to investigating and negotiating with potential targets for the initial business combination, part of which have been reimbursed, the Sponsor and FLFV’s directors and officers and their respective affiliates had not incurred any other reimbursable out-of-pocket expenses;

•        the continued indemnification of current directors and officers of FLFV and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the FLFV Initial Stockholders may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to stockholders, rather than to liquidate, in which case the FLFV Initial Stockholders would lose their entire investment. As a result, the FLFV Initial Stockholders may have a conflict of interest in determining whether Thunder Power is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination;

•        the fact that the FLFV Initial Stockholders collectively acquired 2,443,750 Founder Shares at a purchase price of approximately $0.01 per share, 498,875 Private Units at a purchase price of $10.00 per unit, and US Tiger received 60,000 Representative Shares in connection with the IPO, representing 37.5% of issued and outstanding shares of FLFV Common Stock prior to the Business Combination. However, the Merger Consideration Shares is based on a deemed price per share of $10.00 per share. Therefore, the FLFV Initial Stockholders could make a substantial profit after the Business Combination from their acquisition of Founder Shares, Private Shares and/or Representative Shares as discussed above, even if the Business Combination subsequently declines in value or is unprofitable for the Public Stockholders, or the Public Stockholders experience substantial losses in their investment in PubCo; and

•        in addition to these interests of the FLFV Initial Stockholders, to the fullest extent permitted by applicable laws, the Current Charter waives certain applications of the doctrine of corporate opportunity in some circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the Current Charter or in the future, and FLFV will renounce any expectancy that any of the directors or officers of FLFV will offer any such corporate opportunity of which he or she may become aware to FLFV. FLFV does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. Further, FLFV does not believe that the waiver of the application of the corporate opportunity doctrine in the Current Charter had any impact on its search for a potential business combination target.

The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in recommending that FLFV stockholders approve the Merger Agreement and the Business Combination. See “Proposal 1: The Business Combination Proposal — Interests of the Sponsor and FLFV’s Directors and Officers in the Business Combination” beginning on page 86 of this proxy statement/prospectus.

Q:     How do I vote?

A:     If you are a holder of record of FLFV Common Stock on the Record Date, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting.

You may submit your proxy before the Special Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date, and return the enclosed proxy card in the enclosed postage-paid envelope. Stockholders who choose to participate in the Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting www.[      ]. You will need the control number that is printed on your proxy card to enter the Special Meeting. FLFV recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or nominee, you should contact your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank, or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a legal proxy from your broker, bank or nominee.

If you do not give instructions to your brokerage firm, the brokerage firm will not be allowed to vote your shares with respect to the Proposals. The Proposals are “non-discretionary” items. Your broker may not vote for non-discretionary items, and those votes will be counted as broker “non-votes.”

Q:    If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?

A:     No. Your broker, bank, or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.

Q:     What happens if I sell my shares of FLFV Common Stock before the Special Meeting?

A:     The Record Date for the Special Meeting will be earlier than the date of the Special Meeting. If you transfer your shares of FLFV Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of FLFV Common Stock because you will no longer be able to deliver them for cancellation upon the consummation of the Business Combination in accordance with the provisions described herein.

If you transfer your shares of FLFV Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:     What if I attend the Special Meeting and abstain or do not vote?

A:     For purposes of the Special Meeting, an abstention occurs when a stockholder virtually attends the Special Meeting online and does not vote or returns a proxy with an “abstain” vote.

If you are an FLFV stockholder that attends the Special Meeting virtually and fails to vote on the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Amendment Proposal, the Nasdaq Stock Issuance Proposal, the Director Election Proposal, the 2024 Plan Proposal, or the Adjournment Proposal, your failure to vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal, but will have no effect on the vote count for such other Proposals. If you are an FLFV stockholder that attends the Special Meeting virtually and you respond to such proposals with an “abstain” vote (or if you return a proxy with an “abstain” vote), your “abstain” vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal but will have no effect on any of the other Proposals.

Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular proposal, the FLFV Common Stock represented by your proxy will be voted as recommended by the Board with respect to that Proposal.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

•        submitting a notice to FLFV;

•        mailing a new, subsequently dated proxy card or submitting a new proxy online or by telephone; or

•        by attending the Special Meeting virtually and electing to vote your shares online.

RISK FACTORS

Stockholders should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. The value of your investment in PubCo following consummation of the Business Combination will be subject to the significant risks affecting PubCo and inherent to the industry in which it will operate. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of PubCo’s common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment. Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Thunder Power prior to the consummation of the Business Combination, which will be the business of PubCo following the consummation of the Business Combination.

Risks Related to Thunder Power’s Business and Operations Before the Merger

Thunder Power’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.

We are an early-stage company with an early stage/limited operating history, operating in a rapidly evolving and highly regulated market. Furthermore, we have not released any commercially available vehicle, and we have no experience manufacturing or selling a commercial product at scale. Because we have not generated revenue from the sale of electric vehicles, and as a result of the capital-intensive nature of our business, we expect to continue to incur substantial operating losses for the foreseeable future.

We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by early-stage companies in rapidly changing markets, including risks relating to our ability to, among other things:

•        hire, integrate and retain professional and technical talent, including key members of management;

•        continue to make significant investments in research, development, manufacturing, marketing and sales;

•        successfully obtain, maintain, protect and enforce our intellectual property and defend against claims of intellectual property infringement, misappropriation or other violation;

•        build a well-recognized and respected brand;

•        establish, refine and scale our commercial manufacturing capabilities and distribution infrastructure;

•        establish and maintain satisfactory arrangements with third-party suppliers;

•        establish and expand a customer base;

•        navigate an evolving and complex regulatory environment;

•        anticipate and adapt to changing market conditions, including consumer demand for certain vehicle types, models or trim levels, technological developments and changes in competitive landscape; and

•        successfully design, build, manufacture and market new variants and models of electric vehicles.

As a technology innovator, we currently do not have any major customers that our business depends upon, and the success of our business depends, in large part, on attracting prospective customers and retaining sufficient capital to commence mass production. If we are unable to do so, we may not be able to achieve profitability.

As a technology innovator, we currently do not have any major customers that our business depends upon, and our success depends, in large part, on attracting prospective customers and retaining sufficient capital to commence mass production. We expect to incur significant and sustained marketing expenditures to attract prospective customers. In addition, if our prospective customers do not perceive our vehicles and services to be of a sufficiently high quality and value, not cost competitive with vehicles from other manufacturers, or lacking in performance or aesthetic appeal, or lacking of sufficient capital to commence mass production, we may not be able to attract customers. If, for any of these reasons, we are unable to attract, or to build and maintain a strong customer base, our business, prospects, financial condition, results of operations, and cash flows would be materially harmed.

We have incurred net losses each year since our inception and expect to incur increasing expenses and substantial losses for the foreseeable future.

We have incurred net losses each year since our inception, including net loss and comprehensive loss of $1,594,726 for the nine months ended September 30, 2023. As of September 30, 2023, our accumulated deficit was $34,208,977. We expect to continue to incur substantial losses and increasing expenses in the foreseeable future as we:

•        continue to design and develop our vehicles;

•        build up inventories of parts and components for our vehicles;

•        expand our design, research, development, maintenance and repair capabilities;

•        expand our sales and marketing activities and develop our distribution infrastructure; and

•        expand our general and administrative functions to support our growing operations.

If our product development or commercialization of vehicles is delayed, our costs and expenses may be significantly higher than we currently expect. Because we will incur the costs and expenses from these efforts before we receive any incremental revenues with respect thereto, we expect our losses in future periods will be significant.

We may be unable to adequately control the substantial costs associated with our operations.

We will require significant capital to develop and grow our business. We have incurred and expect to continue to incur significant expenses as we build our brand and develop and market our vehicles; expenses relating to developing and manufacturing our vehicles, tooling and expanding our manufacturing facilities; research and development expenses (including expenses related to the development of the current and future products), raw material procurement costs; and general and administrative expenses as we scale our operations. As a company, we do not have historical experience forecasting and budgeting for any of these expenses, and these expenses could be significantly higher than we currently anticipate. In addition, any disruption to our manufacturing operations, obtaining necessary equipment or supplies, expansion of our manufacturing facilities, or the procurement of permits and licenses relating to our expected manufacturing, sales and distribution model could significantly increase our expenses. In such event, we could be required to seek additional financing earlier than we expect, and such financing may not be available on commercially reasonable terms, or at all.

In the longer term, our ability to become profitable in the future will depend on our ability not only to control costs, but also to sell in quantities and at prices sufficient to achieve our expected margins. If we are unable to appropriately price and cost-efficiently design, manufacture, market, sell, distribute our vehicles, our margins, profitability and prospects will be materially and adversely affected.

Our Board of Directors may choose to defer or abandon the Merger.

The completion of the Merger may be deferred or abandoned, at any time, by action of our Board of Directors. While we currently expect the Merger to take place promptly, our Board of Directors may defer completion either before or for a significant time may abandon the Merger because of, among other reasons, changes in existing or proposed laws, our determination that the Merger would involve tax or other risks that outweigh their benefits, our determination that the level of expected benefits associated with the Merger would otherwise be reduced, a dispute with the taxation authorities over the Merger (or certain aspects thereof), an unexpected increase in the cost to complete the Merger or any other determination by our Board of Directors that the Merger would not be in the best interests of Thunder Power or its shareholders or that the Merger would have material adverse consequences to Thunder Power or its shareholders. However, a majority of our shareholders have signed a company support agreement that contractually requires their support of the Merger.

Risks Related to the Automotive Market including the Electric Vehicle Sector

The automotive market is highly competitive, and we may not be successful in competing in this industry.

The global automotive market, particularly for electric and alternative fuel vehicles, is highly competitive, and we expect it will become even more so in the future. In recent years, the electric vehicle industry has grown, with several companies that focus completely or partially on the electric vehicle market. We expect additional companies to enter

this market within the next several years. Electric vehicle manufacturers with which we compete include Tesla, BYD, NIO as well as an increasing number of U.S.-based and international entrants, many of which have announced plans to begin selling their own electric vehicles in the near-term. We also compete with established automobile manufacturers in the luxury vehicle segment, many of which have entered or have announced plans to enter the alternative fuel and electric vehicle market with either fully electric or plug-in hybrid versions of their vehicles. We compete for sales with luxury vehicles with internal combustion engines from established manufacturers. Many of our current and potential competitors have significantly greater financial, technical, manufacturing, marketing and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale, servicing, and support of their products. In addition, many of these companies have longer operating histories, greater name recognition, larger and more established sales forces, broader customer and industry relationships and other resources than we do. Our competitors may be in a stronger position to respond quickly to new technologies and may be able to design, develop, market and sell their products more effectively than we do. We expect competition in our industry to significantly intensify in the future in light of increased demand for alternative fuel vehicles, continuing globalization, favorable governmental policies, and consolidation in the worldwide automotive industry. Our ability to successfully compete in our industry will be fundamental to our future success in existing and new markets. There can be no assurance that we will be able to compete successfully in our markets.

Until the foreseeable future our revenue will be significantly dependent on a limited number of models of electric vehicles.

The company currently has four models of electric vehicles featured in its phased development strategy and our revenue in the foreseeable future will be significantly dependent on a limited number of models. Although we have other vehicle models on our product roadmap, we currently do not expect to introduce another vehicle model for sale to these four models until at least 2030. We expect to rely on sales from the Limited Edition Coupe (the “Coupe” or “488”), Long-range Sedan (the “Sedan”), Compact City Car (the “City Car” or “Chloe”) and the Long-range SUV (the “SUV”, the Coupe, Sedan, City Car and SUV collectively referred to as the “Models”), among other sources of financing, for the capital that will be required to develop and commercialize those subsequent models. To the extent that production of the models is delayed, reduced, or is not well-received by the market for any reason, our revenue and cash flow would be adversely affected, we may need to seek additional financing earlier than we expect, and such financing may not be available to us on commercially reasonable terms, or at all.

We will have a third-party retail product distribution and a full-service network.

We anticipate utilizing third-party retail product distribution and full-service networks to execute on such plans in all markets. If our use of third-party retail production and full-service networks is not effective, such as a breakdown or interruption of supply chain or a company re-organization, our results of operations and financial conditions could be adversely affected.

Our sales of electric vehicles will depend in part on our ability to establish and maintain confidence in our long-term business prospects among consumers, analysts and others within our industry.

Consumers may be less likely to purchase our electric vehicles if they do not believe that our business will succeed or that our operations, including service and customer support operations will continue for many years. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, to build, maintain and grow our business, we must establish and maintain confidence among customers, suppliers, analysts and other parties with respect to our liquidity and long-term business prospects.

Maintaining such confidence may be particularly difficult as a result of many factors, including our limited operating history, others’ unfamiliarity with our products, uncertainty regarding the future of electric vehicles, any delays in scaling production, delivery and service operations to meet demand, competition and our production and sales performance compared with market expectations. Many of these factors are largely outside of our control, and any negative perceptions about our long-term business prospects, even if exaggerated or unfounded, would likely harm our business and make it more difficult to raise additional capital in the future. In addition, as discussed above, a significant number of new electric vehicle companies have recently entered the automotive industry, which is an industry that has historically been associated with significant barriers to entry and a high rate of failure. If these

new entrants or other manufacturers of electric vehicles go out of business, produce vehicles that do not perform as expected or otherwise fail to meet expectations, such failures may have the effect of increasing scrutiny of others in the industry, including us, and further challenging customer, supplier and analyst confidence in our long-term prospects.

Our ability to generate meaningful product revenue will depend on consumer adoption of electric vehicles.

We are developing and producing only electric vehicles and, accordingly, our ability to generate meaningful product revenue will highly depend on sustained consumer demand for alternative fuel vehicles in general and electric vehicles in particular. If the market for electric vehicles does not develop as we expect or develops more slowly than we expect, or if there is a decrease in consumer demand for electric vehicles, our business, prospects, financial condition and results of operations will be harmed. The market for electric and other alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation (including government incentives and subsidies) and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors. Any number of changes in the industry could negatively affect consumer demand for electric vehicles in general and our electric vehicles in particular.

In addition, demand for electric vehicles may be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles such as sales and financing incentives such as tax credits, prices of raw materials and parts and components, cost of fuel, availability of consumer credit, and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in downward price pressure and adversely affect our business, prospects, financial condition and results of operations. Further, sales of vehicles in the automotive industry tend to be cyclical in many markets, which may expose us to increased volatility, especially as we expand and adjust our operations and retail strategies. Specifically, it is uncertain how such macroeconomic factors will impact us as a new entrant in an industry that has globally been experiencing a recent decline in sales.

Other factors that may influence the adoption of electric vehicles include:

•        perceptions about electric vehicle quality, safety, design, performance and cost;

•        perceptions about the limited range over which electric vehicles may be driven on a single battery charge;

•        perceptions about the total cost of ownership of electric vehicles, including the initial purchase price and operating and maintenance costs, both including and excluding the effect of government and other subsidies and incentives designed to promote the purchase of electric vehicles;

•        concerns about electric grid capacity and reliability;

•        perceptions about the sustainability and environmental impact of electric vehicles, including with respect to both the sourcing and disposal of materials for electric vehicle batteries and the generation of electricity provided in the electric grid;

•        the availability of other alternative fuel vehicles, including plug-in hybrid electric vehicles;

•        improvements in the fuel economy of the internal combustion engine;

•        the quality and availability of service for electric vehicles, especially in international markets;

•        volatility in the cost of oil and gasoline;

•        government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

•        access to charging stations and cost to charge an electric vehicle, especially in international markets, and related infrastructure costs and standardization;

•        the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles; and

•        macroeconomic factors.

The influence of any of the factors described above or any other factors may cause a general reduction in consumer demand for electric vehicles or our electric vehicles in particular, either of which would materially and adversely affect our business, results of operations, financial condition and prospects.

Developments in electric vehicle or alternative fuel technology or improvements in the internal combustion engine may adversely affect the demand for our vehicles.

We may be unable to keep up with changes in electric vehicle technology or alternatives to electricity as a fuel source and, as a result, our competitiveness may suffer. Significant developments in alternative technologies, such as alternative battery cell technologies, hydrogen fuel cell technology, advanced gasoline, ethanol or natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. Existing and other battery cell technologies, fuels or sources of energy may emerge as customers’ preferred alternative to the technologies in our electric vehicles. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced electric vehicles, which could result in the loss of competitiveness of our vehicles, decreased revenue and a loss of market share to competitors. In addition, we expect to compete in part on the basis of our vehicles’ range, efficiency, charging speeds and performance, and improvements in the technology offered by competitors could reduce demand for our models or other future vehicles. As technologies change, we plan to upgrade or adapt our vehicles and introduce new models that reflect such technological developments, but our vehicles may become obsolete, and our research and development efforts may not be sufficient to adapt to changes in alternative fuel and electric vehicle technology. Additionally, as new companies and larger, existing vehicle manufacturers continue to enter the electric vehicle space, we may lose any technological advantage we may have and suffer a decline in our competitive position. Any failure by us to successfully react to changes in existing technologies or the development of new technologies could materially harm our competitive position and growth prospects.

Extended periods of low gasoline or other petroleum-based fuel prices could adversely affect demand for our vehicles, which would adversely affect our business, prospects, results of operations and financial condition.

A portion of the current and expected demand for electric vehicles results from concerns about volatility in the cost of gasoline and other petroleum-based fuel, the dependency of the United States, Europe and Asian markets on oil from unstable or hostile countries, government regulations and economic incentives promoting fuel efficiency and alternative forms of energy, as well as concerns about climate change resulting in part from the burning of fossil fuels. If the cost of gasoline and other petroleum-based fuel decreases significantly, the outlook for the long-term supply of oil to the United States improves, the government eliminates or modifies its regulations or economic incentives related to fuel efficiency and alternative forms of energy or there is a change in the perception that the burning of fossil fuels negatively impacts the environment, the demand for electric vehicles, including our vehicles, could be reduced, and our business and revenue may be harmed.

Gasoline and other petroleum-based fuel prices have historically been extremely volatile, and it is difficult to ascertain whether such volatility will continue to persist. Lower gasoline or other petroleum-based fuel prices over extended periods of time may lower the perception in government and the private sector that cheaper, more readily available energy alternatives should be developed and produced. If gasoline or other petroleum-based fuel prices remain at deflated levels for extended periods of time, the demand for electric vehicles, including our vehicles, may decrease, which would have an adverse effect on our business, prospects, financial condition and results of operations.

If we fail to manage our future growth effectively, we may not be able to develop, manufacture, distribute, market and sell our vehicles successfully.

Any failure to manage our growth effectively could materially and adversely affect our business, prospects, results of operations and financial condition. We intend to expand our operations significantly. We expect our future expansion will include:

•        expanding our management team;

•        hiring and training new personnel;

•        establishing or expanding design, manufacturing, sales and service facilities;

•        implementing and enhancing administrative infrastructure, systems and processes, including in connection with our transition to a public company; and

•        expanding into new markets and establishing sales, service and/or manufacturing operations in many of those markets.

We intend to continue to hire a significant number of additional personnel, including design and manufacturing personnel and service technicians for our vehicles. Because our vehicles are based on a different technology platform than traditional internal combustion engines, individuals with sufficient training in electric vehicles may not be available to hire, and as a result, we will need to expend significant time and expense training the personnel we do hire. Competition for individuals with experience designing, engineering, manufacturing and servicing electric vehicles is intense, and we may not be able to identify, attract, integrate, train, motivate or retain additional highly qualified personnel in the future. The failure to identify, attract, integrate, train, motivate and retain these additional personnel could seriously harm our business and prospects. Our future employee equity program would be a key factor in our ability to attract and retain talent and continue to support the growth of the company. If we are unable to grant equity awards, or if we are forced to reduce the value of equity awards we grant due to shortage of shares available for issuance under our Share Options Plan, we may not be able to attract, hire and retain the personnel necessary for our business, which would have a material adverse effect on our business, prospects financial condition and results of operations.

In addition, we have no experience in mass manufacturing our vehicles. We cannot assure our investors that we will be able to develop efficient, automated, low-cost manufacturing capabilities and processes, and reliable sources of component supply that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully market our vehicles. Any failure to develop such manufacturing processes and capabilities within our projected costs and timelines could stunt our future growth and impair our ability to produce, market, service and sell or lease our vehicles successfully. In addition, our success is substantially dependent upon the continued service and performance of our senior management team and key technical and vehicle management personnel. If any key personnel were to terminate their employment with us, such termination would likely increase the difficulty of managing our future growth and heighten the foregoing risks. If we fail to manage our growth effectively, such failure could result in negative publicity and damage to our brand and have a material adverse effect on our business, prospects, financial condition and results of operations.

We are subject to risks associated with autonomous driving and advanced driver assistance system technology, and we cannot guarantee that our vehicles will achieve our targeted assisted or autonomous driving functionality within our projected timeframe, if ever.

Our vehicles are designed with a modularized chassis system. This approach contrasts with the normal industry practice for ICEs, where other components, such as the engine, gearbox, and fuel tank, need to be taken into consideration before styling can be completed. The modular chassis allows a much simpler solution for the chassis design, thereby reducing development time and cost with new vehicle development. Additionally, vehicle stiffness/rigidity is enhanced, and weight is reduced in comparison to the weight of other electric vehicles.

Advanced Driver Assistance Systems (“ADAS”) technologies are emerging and becoming increasingly common in electric vehicles. ADAS is subject to known and unknown risks, and there have been accidents and fatalities associated with such technologies. The safety of such technologies depends in part on user interaction, and users, as well as other drivers on the roadways, may not be accustomed to using or adapting to such technologies. In addition, self-driving technologies are the subject of intense public scrutiny and interest, and previous accidents involving autonomous driving features in other vehicles, including alleged failures or misuse of such features, have generated significant negative media attention and government investigations. We and others in our industry are subject to a Standing General Order issued by NHTSA that requires us to report any crashes in which certain ADAS features were active, and these crash reports will become publicly available. To the extent accidents associated with our ADAS technologies occur, we could be subject to significant liability, negative publicity, government scrutiny and further regulation. Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth prospects.

In addition, we face substantial competition in the development and deployment of ADAS technologies. Many of our competitors, including established automakers and technology companies, have devoted significant time and resources to developing self-driving technologies. If we are unable to develop competitive Level 2 or more advanced ADAS technologies in-house or acquire access to such technologies via partnerships or investments in other companies

or assets, we may be unable to equip our vehicles with competitive ADAS features, which could damage our brand, reduce consumer demand for our vehicles or trigger cancellations of reservations and could have a material adverse effect on our business, results of operations, prospects and financial condition.

ADAS technology is also subject to considerable regulatory uncertainty, which exposes us to additional risks.

Our business and prospects depend significantly on our brand.

Our business and prospects will heavily depend on our ability to develop, maintain and strengthen the “Thunder Power” brand association with luxury and technological excellence. Promoting and positioning our brand will likely depend significantly on our ability to provide a consistently high-quality customer experience, an area in which we have limited experience. To promote our brand, we will be required to invest in, and over time we may be required to change our customer development and branding practices, which could result in substantially increased expenses, including the need to use traditional media such as television, radio and print advertising. Our ability to successfully position our brand could also be adversely affected by perceptions about the quality of our competitors’ vehicles or our competitors’ success. For example, certain of our competitors have been subject to significant scrutiny for incidents involving their self-driving technology and battery fires, which could result in similar scrutiny of us.

In particular, any negative publicity, whether or not true, can quickly proliferate on social media and harm consumer perception and confidence in our brand. The growing use of social media increases the speed with which information and opinions can be shared and, thus, the speed with which a company’s reputation can be affected. If we fail to correct or mitigate misinformation or negative information, including information spread through social media or traditional media channels, about us, the products we offer, our customer experience, or any aspect of our brand, our business, sales and results of operations could be adversely impacted. From time to time, our vehicles or those of our competitors may be evaluated and reviewed by third parties. Perceptions of our offerings in the marketplace may be significantly influenced by these reviews, which are disseminated via various media, including the internet. Any negative reviews or reviews which compare us unfavorably to competitors could adversely affect consumer perception about our vehicles and reduce demand for our vehicles, which could have a material adverse effect on our business, results of operations, prospects and financial condition.

We face risks associated with international operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business.

We anticipate having operations in the United States, Europe and distributions in the United States, European and Asian markets, each that which may be subject to the legal, political, regulatory and social requirements and economic conditions in these jurisdictions. We are subject to a number of risks associated with international business activities that may increase our costs, impact our ability to sell, service and manufacture our vehicles, and require significant management attention. These risks include:

•        conforming our vehicles to various international regulatory requirements where our vehicles are sold, or homologation;

•        establishing localized supply chains and managing international supply chain and logistics costs;

•        establishing sufficient charging points for our customers in those jurisdictions, via partnerships or, if necessary, via development of our own charging networks;

•        difficulty in staffing and managing foreign operations;

•        difficulties attracting customers in new jurisdictions;

•        difficulties establishing international manufacturing operations, including difficulties establishing relationships with or establishing localized supplier bases and developing cost-effective and reliable supply chains for such manufacturing operations and financing such manufacturing operations;

•        foreign government taxes, regulations and permit requirements;

•        inflation as well as fluctuations in foreign currency exchange rates and interest rates, including risks related to any forward currency contracts, interest rate swaps or other hedging activities we undertake;

•        United States and foreign government trade restrictions, tariffs and price or exchange controls;

•        foreign labor laws, regulations and restrictions;

•        foreign data privacy and security laws, regulations and obligations;

•        changes in diplomatic and trade relationships, including political risk and customer perceptions based on such changes and risks;

•        political instability, natural disasters, pandemics, war or events of terrorism; and

•        the strength of international economies.

If we fail to successfully address these risks, our business, prospects, results of operations and financial condition could be materially harmed.

Uninsured losses could result in payment of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.

In the ordinary course of business, we may be subject to losses resulting from product liability, accidents, acts of God and other claims against us, for which we may have no insurance coverage. While we currently carry insurance that is customary for our size and operations, we may not maintain as much insurance coverage as other original equipment manufacturers do, and in some cases, we may not maintain any at all. Additionally, the policies that we have may include significant deductibles, and we cannot be certain that our insurance coverage will be sufficient to cover all or any future claims against us. A loss that is uninsured or exceeds policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and results of operations. Further, insurance coverage may not continue to be available to us or, if available, may be at a significantly higher cost, especially if insurance providers perceive any increase in our risk profile in the future.

Increasing scrutiny and changing expectations from global regulations, our investors, customers and personnel with respect to our ESG practices may impose additional costs on us or expose us to new or additional risks.

There is increased focus, including from governmental organizations and investors, customers and personnel, on ESG issues such as environmental stewardship, climate change, diversity and inclusion, racial justice and workplace conduct. There can be no certainty that we will manage such issues successfully, or that we will successfully meet society’s expectations as to our proper role. Negative public perception, adverse publicity or negative comments in social media could damage our reputation if we do not, or are not perceived to, adequately address these issues. Any harm to our reputation could impact our personnel’s engagement and retention and the willingness of our customers and partners to do business with us.

It is possible that our stakeholders may not be satisfied with our ESG practices, or the speed of their adoption and our systems may not be adequate to meet increasing global regulations on ESG topics. Actual or perceived shortcomings with respect to our ESG initiatives and reporting could negatively impact our business. We could also incur additional costs and require additional resources to monitor, report, and comply with various ESG practices. In addition, a variety of organizations have developed ratings to measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. Investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions. Unfavorable ratings of our company or our industries, as well as non-inclusion of our stock on ESG-oriented investment funds, may lead to negative investor sentiment and the diversion of investment to other companies or industries, which could have a negative impact on our stock price.

In addition, due to the impacts of climate change, there are increasing risks to our business, including physical risks such as wildfires, floods, tornadoes or other events, that could cause disruptions to our supply chain, manufacturing, and corporate functions. We may incur additional costs and resources preparing for and addressing such risks.

The SEC and other parties may find that Thunder Power’s public-relations information before the production on any of our EVs may have misled investors or conditioned the market for investors or that we may have omitted to provide information that investors may reasonably find important to their investment decision.

There is always a risk against making false claims about the prospects of an EV technology company. One such notable case was United States of America v. Trevor Milton, No. 21-00478, U.S. District Court, Southern District of New York, 21 Cr. 478 (ER) (“Nikola”). Nikola involved an electric truck maker who the SEC alleged in 2020-2021 defrauded its investors with false claims about its EV technology. In a cease-and-desist order against Nikola and the subsequent case S.E.C. v. Milton, No. 21 Civ. 06445 (AKH), the SEC said that Trevor Milton (“Milton”), the founder and one-time chairperson of Nikola, lied to inflate stock prices during the company’s public-relations campaign to investors by making forward-looking statements since the company had not yet produced a single vehicle. Other misleading and forward-looking statements included claims about Nikola’s technological advancements, in-house production capabilities, hydrogen production, truck reservations and orders, financial outlook, refueling time, and a potential partnership with a globally known car maker. Several electric vehicle prototypes of the Sedan and City Car were built by TongGao Advanced Manufacturing Technology (Taicang) Co. Ltd, an affiliate of Thunder Power. There prototypes were built for the purpose of showcasing Thunder Power’s technology and for early fundraising purpose. Thunder Power has not produced a single electric vehicle and all our statements in this prospectus regarding our production capabilities, technologies, weight, charging time, driving range and potential partnerships are forecasts or forward-looking statements based on our own beliefs, opinions, and internal research, development and testing.

Various States’ Automobile Manufacturer and Dealer Regulations may limit Thunder Power’s ability to implement its business model for the sale of the Coupe and for the servicing of its entire family of EVs in the U.S. EV market.

In the United States, state laws regulate the manufacture, distribution, sale and service of automobiles, and generally require motor vehicle manufacturers and dealers to be licensed in order to sell vehicles directly to residents. Certain states do not permit automobile manufacturers to be licensed as dealers or to act in the capacity of a dealer, or otherwise restrict a manufacturer’s ability to deliver or service vehicles. To sell vehicles to residents of states where Thunder Power is not licensed as a dealer, Thunder Power expects to conduct the transfer of title out of the state. In certain such states, Thunder Power expects to open Studios that serve an educational purpose and where the title transfer may not occur.

Some automobile dealer trade associations may challenge the legality of Thunder Power’s operations and direct selling operations by OEMs in court and may use administrative and legislative processes to attempt to prohibit or limit such OEMs’ ability to operate existing stores or expand to new locations. Certain dealer associations may also actively lobbied state licensing agencies and legislators to interpret existing laws or enact new laws in ways not favorable to Thunder Power’s planned direct sales and service model. Thunder Power expects dealer trade associations to continue to lobby state licensing agencies and legislators to interpret existing laws or enact new laws in ways not favorable to its business model; however, Thunder Power intends to oppose such efforts to limit its ability to operate and intends to proactively support legislation that enables its business model.

Should Thunder Power not be allowed to develop relationships with the largest multi-brand and high-end brand dealers in the U.S. it would be difficult for it as a newcomer to the U.S. EV market to gain a foothold in the U.S. Thunder Power recognizes that its best strategy for market penetration is to align itself with a U.S. dealership network, especially for sale of the Coupe, and the eventual servicing of its family of EVs.

If Thunder Power is successful in building out its business model without limitations from legislations, trade associations or lobbyist, it may be able to explore having a relationship with one of the large service providers for EVs in the U.S. This potential partner currently maintains 1,000 technicians, 750 mobile service trucks and 24/7 call centers for warranty and service processing. This potential partner is currently servicing reputable BYD commercial vehicles. In addition, a sister company of this potential partner specializes in and is the leading full-service provider of repair/remanufacture, storage, distribution and logistics, first life extension and recycling services on the entire battery life cycle. Together these two companies are subsidiaries of a large $21 billion revenue privately held company in the U.S. and would offer great potential to Thunder Power should the service segment of Thunder Power’s business model materializes. Thunder Power has not entered into any formal discussions or negotiations with this potential partner and there is no guarantee that Thunder Power will ever do so.

Your rights as a shareholder of Thunder Power will change as a result of the Merger and you may not be afforded as many rights as a shareholder of PubCo under applicable laws and its amended and restated memorandum and articles of association as you were as a shareholder of Thunder Power under applicable laws and the Thunder Power certificate of incorporation and bylaws.

Before the consummation of the Merger, Thunder Power shareholders’ rights were governed by its memorandum and articles of association under BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the “Act”) and the common law of the British Virgin Islands. Following the consummation of the Merger, PubCo’s corporate affairs will be governed by the SPAC’s amended and restated articles of incorporated under the DGCL. The amendment to the SPAC’s articles of incorporation which will become PubCo’s amended and restated articles of incorporation. The rights of former Thunder Power shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibility of the directors would be governed under DE law and would no longer be governed by the Act and the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of shareholders and the fiduciary responsibilities of directors under BVI law may not be as clearly established as they would be under statutes or judicial precedent in the United States in the state of Delaware. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law.

We may not be able to preserve in the amended and restated articles of incorporation of PubCo the same allocation of material rights and powers between the former Thunder Power shareholders and our Board of Directors that exists under Thunder Power’s bylaws and certificate of incorporation, because Thunder Power is formed under British Virgin Islands law and PubCo is formed under Delaware law. Based on the differences between the governing documents of PubCo under Delaware law and differences between the governing documents of Thunder Power, your rights as a shareholder in Thunder Power may not be the same as your rights as a shareholder in PubCo. Please see the section entitled “Differences in Corporate Law” for more information.

Since some of the PubCo’s directors, officers and assets may reside or may be located outside of the United States, investors may have difficulty enforcing judgments against these PubCo’s directors and officers.

PubCo is incorporated under the laws of the DGCL yet some of its directors and officers may reside outside the United States, and until the building of the production facility in the United States, a majority of PubCo’s assets and some or all of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon these PubCo’s directors and officers, or to recover against those persons on judgments of United States courts, including judgments predicated upon the civil liability provisions of the United States federal securities laws. Moreover, it is not certain that a court in the British Virgin Islands, Hong Kong, or Taiwan would award damages on the same basis as a foreign court if an action were brought in the British Virgin Islands, Hong Kong, or Taiwan, or that a British Virgin Islands, Hong Kong, or Taiwanese court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with British Virgin Islands, Hong Kong or Taiwan practice or public policy.

For shareholders who reside or are located outside of the United States, the courts of the British Virgin Islands, Hong Kong or Taiwan would not automatically enforce judgments of United States courts obtained in actions against PubCo’s directors and officers, predicated upon the civil liability provisions of the United States federal securities laws, or entertain actions brought in the British Virgin Islands, Hong Kong or Taiwan against PubCo or such persons predicated solely upon United States federal securities laws, although the British Virgin Islands will recognize a foreign judgment. Further, the United States may not be declared by the Government of other countries to be a reciprocating territory for the purposes of enforcement of foreign judgments, and there are grounds upon which British Virgin Islands, Hong Kong, or Taiwan courts may decline to enforce the judgments of United States courts. Some remedies available under the laws of United States jurisdictions, including remedies available under the United States federal securities laws, may not be allowed in British Virgin Islands, Hong Kong, or Taiwan courts if contrary to public policy in the British Virgin Islands, Hong Kong, or Taiwan. Because judgments of United States courts are not automatically enforceable in the British Virgin Islands. Hong Kong or Taiwan, it may be difficult for you to recover against PubCo’s directors and officers based upon such judgments. See “Enforceability of Civil Liabilities.”

Although Thunder Power is incorporated in the British Virgin Islands, there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States, the courts of the British Virgin Islands will recognize a valid and conclusive judgment as the basis for a claim at common law in the British Virgin Islands provided that:

•        the U.S. court issuing the judgment had proper jurisdiction over PubCo subject to such judgment;

•        there is due compliance with the correct procedures under the laws of the British Virgin Islands;

•        the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of PubCo;

•        in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

•        No new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands;

•        recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy of the British Virgin Islands; and

•        the proceedings pursuant to which judgment was obtained were not contrary to natural justice of the British Virgin Islands.

BVI courts are also unlikely:

•        to recognize or enforce judgments against PubCo of courts of the United States based on certain civil liability provisions of U.S. securities laws; and

•        to impose liabilities against PubCo in original actions brought in BVI, based on certain civil liability provisions of U.S. securities laws that are penal in nature.

There are grounds upon which a BVI court may not enforce the judgments of U.S. courts and some remedies available under the laws of U.S. jurisdictions, including some remedies available under U.S. federal securities laws, may not be permitted under the BVI courts as contrary to public policy in the BVI. Furthermore, no claim may be brought in the BVI by or against PubCo or its directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial application under BVI law and do not have force of law in the BVI, however, a BVI court may impose civil liability, including the possibility of monetary damages, on PubCo or its directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under BVI law.

Changes in domestic and foreign laws, including tax law changes, could adversely affect PubCo, its subsidiary and its shareholders, and our effective tax rate may increase whether we effect the Merger or not.

Changes in tax laws, regulations or treaties or the interpretation or enforcement thereof, in both or either of the U.S. or the British Virgin Islands, could adversely affect the tax consequences of the Merger to PubCo and its shareholders and/or our effective tax rates (whether associated with the Merger or otherwise). While the Merger is not anticipated to have any material impact on our effective tax rate, there is uncertainty regarding the tax policies of the jurisdictions where we operate, and our effective tax rate may increase and any such increase may be material.

Risks Related to Manufacturing and Supply Chain

We have not yet commenced mass production, and any significant delay in the design, manufacture, launch and financing could make it difficult for us to commence production and harm our business and prospects.

Our plan to commercially manufacture and sell our vehicles is dependent upon the timely availability of funds, upon our finalizing of the related design, engineering, component procurement, testing, build-out and manufacturing plans in a timely manner and also upon our ability to execute these plans within the planned timeline. Automobile manufacturers often experience delays in the design, manufacture and commercial release of new vehicle models, and if we experience significant delays in any of the foregoing processes, it would be difficult for us to commence production, which could harm our business and prospects.

Many of our vehicles are still in the development and/or testing phase, and may occur later or not at all. Additionally, prior to mass production of our electric vehicles, we will also need the vehicles to be fully approved for sale according to differing requirements, including but not limited to regulatory requirements, in the different geographies where we intend to launch our vehicles. Likewise, we may encounter delays with the design, construction, and regulatory or other approvals necessary to bring online our future manufacturing facility in the United States.

Furthermore, we would rely on third party suppliers for the development, manufacture, and/or provision and development of many of the key components and materials used in our vehicles, as well as provisioning and servicing equipment in our manufacturing facilities. We understand that many automobile manufacturers have been affected by ongoing, industry-wide challenges in logistics and supply chains, such as increased port congestion, intermittent supplier delays, a shortfall of semiconductor supply, and international travel restrictions preventing supply quality engineers from conducting in-person visits and quality engineering for parts production. We expect to face these and similar challenges which may affect our ability, and the ability of our suppliers, to obtain parts, components and manufacturing equipment on a timely basis, and in some instances have resulted in increased costs. We expect that these industry-wide trends will continue for the foreseeable future. To the extent our suppliers experience any delays in providing us with or developing necessary components, we could experience delays in delivering on our timelines.

Any significant delay or other complication in the development, manufacture, launch and production ramp of our future products, features and services, including complications associated with completing and subsequently expanding our production capacity and supply chain or obtaining or maintaining related regulatory approvals, or inability to manage such ramps cost-effectively, could materially damage our brand, business, prospects, financial condition and results of operations.

The continued development of and the ability to manufacture our vehicles, are and will be subject to risks, including with respect to:

•        our ability to ensure readiness of firmware features and functions to be integrated into the unified hardware network and cloud as planned and on the desired timeline;

•        any delays by us in delivering final component designs to our suppliers;

•        our or our suppliers’ ability to successfully tool their manufacturing facilities as planned and on the desired timeline;

•        our ability to ensure a working supply chain and desired supplier part quality and quantity as planned and on the desired timeline;

•        our ability to accurately manufacture vehicles within specified design tolerances;

•        our ability to establish, refine and scale, as well as make significant investments in manufacturing, supply chain management and logistics functions, including the related information technology systems and software applications;

•        our ability to adequately reduce and control the costs of key parts and materials;

•        our ability to manage any transitions or changes in our production process, planned or unplanned;

•        the occurrence of product defects that cannot be remedied without adversely affecting the production;

•        our ability to secure necessary funding;

•        our ability to negotiate and execute definitive agreements with various suppliers for hardware, software, or services necessary to engineer or manufacture our vehicles;

•        our ability to obtain required regulatory approvals and certifications;

•        our ability to comply with environmental, safety, and similar regulations and in a timely manner;

•        our ability to secure necessary components, services, or licenses on acceptable terms and in a timely manner;

•        our ability to attract, recruit, hire, retain and train skilled personnel including supply chain management, supplier quality, manufacturing and logistics personnel;

•        our ability to implement effective and efficient quality controls;

•        delays or disruptions in our supply chain including raw material supplies;

•        our ability to maintain arrangements on commercially reasonable terms with our suppliers, delivery and other partners, after sales service providers, and other operationally significant third parties;

•        other delays, backlog in manufacturing and research and development of new models, and cost overruns; and

•        any other risks identified herein.

We expect that we will require additional financing to fund our planned operations and expansion plans. If we are unable to arrange for required funds under the terms and on the timeline that we anticipate, our plans for tooling and building out our manufacturing facilities and for commercial production of our electric vehicles could be significantly delayed, which would materially adversely affect our business, prospects, financial condition and results of operations.

Our prospect for future growth depends upon our ability to establish and maintain relationships with our potential suppliers and source suppliers for our critical components, and to completely build out our supply chain, while effectively managing the risks due to such relationships.

Our success will depend on our ability to enter into supplier agreements and establish and maintain our relationships with hundreds of suppliers that are critical to the output and production of our vehicles. We currently have no supply or supplier agreements and the supplier agreements we have been in discussions regarding, or may enter into with potential key suppliers in the future may have provisions where such agreements can be terminated in various circumstances, including potentially without cause. To the extent that we do not have long-term supply agreements with guaranteed pricing for our parts or components, we will be exposed to fluctuations in prices of components, materials and equipment. In addition, our agreements for the purchase of other components may contain pricing provisions that are subject to adjustment based on changes in market prices of key commodities. Substantial increases in the prices for such components, materials and equipment, whether due to supply chain or logistics issues or due to inflation, would increase our operating costs and could reduce our margins if we cannot recoup the increased costs. Any attempts to increase the announced or expected prices of our vehicles in response to increased costs could be viewed negatively by our potential customers and could adversely affect our business, prospects, financial condition or results of operations.

We currently have no supply or supplier agreements and may be at a disadvantage in negotiating supply or supplier agreements for the production of our vehicles as we have not commenced the mass production of our vehicles. In addition, given that in many cases we are an aggregator of automotive parts produced by third party manufacturers, there is the possibility that supply or supplier agreements for the parts and components for our vehicles could be at costs that make it difficult for us to operate profitably.

We will be dependent on our suppliers and the inability of these suppliers to deliver necessary components of our products according to our schedule and at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components or to implement or maintain effective inventory management and other systems, processes and personnel to support ongoing and increased production, could have a material adverse effect on our results of operations and financial condition.

We will rely on third-party suppliers for the provision and development of many of the key components and materials used in our vehicles. While we plan to obtain components from multiple sources whenever possible, many of the components used in our vehicles will be purchased by us from a single, yet unknown, source. Our limited, and in many cases single-source, supply chain approach exposes us to multiple potential sources of delivery failure or component shortages for our production. Our potential third-party suppliers may not be able to meet our required product specifications and performance characteristics, which would impact our ability to achieve our product

specifications and performance characteristics as well. Additionally, our potential third-party suppliers may be unable to obtain required certifications or provide necessary warranties for their products that are necessary for use in our vehicles.

We may be affected by ongoing, industry-wide challenges in logistics and supply chains, such as increased port congestion, intermittent supplier delays a shortfall of semiconductor supply, and international travel restrictions preventing supply quality engineers from conducting in-person visits and quality engineering for parts production. We expect that these industry-wide trends will continue to affect the ability of us and our suppliers to obtain parts, components and manufacturing equipment on a timely basis for the foreseeable future, and may result in increased costs. We may also be impacted by changes in our future supply chain or production needs, including cost increases from our suppliers, in order to meet our quality targets and development timelines as well as due to design changes. Likewise, any significant increases in our production may in the future require us to procure additional components in a short amount of time. Our suppliers may not ultimately be able to sustainably and timely meet our cost, quality and volume needs, requiring us to replace them with other sources. In many cases, our suppliers will be providing us with custom-designed parts that would require significant lead time to obtain from alternative suppliers, or may not be available from alternative suppliers at all. If we are unable to obtain suitable components and materials used in our vehicles from our suppliers or if our suppliers decide to create or supply a competing product, our business could be adversely affected. Further, if we are unsuccessful in our efforts to control and reduce supplier costs, our results of operations will suffer.

We have not experienced, but may in the future experience, delays if our suppliers do not meet agreed upon timelines, experience capacity constraints, or deliver components that do not meet our quality standards. Any disruption in the supply of components, whether or not from a single source supplier, could temporarily disrupt production of our vehicles until an alternative supplier is able to supply the required material. Any such delay, even if caused by a delay or shortage in only one part, could significantly affect our ability to meet our planned vehicle production targets. Even in cases where we may be able to establish alternate supply relationships and obtain or engineer replacement components for our single source components, we may be unable to do so quickly, or at all, at prices or quality levels that are acceptable to us. This risk is heightened by the fact that we have less negotiating leverage with suppliers than larger and more established automobile manufacturers, which could adversely affect our ability to obtain necessary components and materials on a timely basis, on favorable pricing and other terms, or at all. The industry in which we operate has recently experienced severe supply chain disruptions, and we expect these conditions to continue for the foreseeable future. Any such supply disruption could materially and adversely affect our results of operations, financial condition and prospects.

Furthermore, as the scale of our vehicle production increases in the future, we will need to accurately forecast, purchase, warehouse and transport components to our manufacturing facilities and servicing locations internationally and at much higher volumes. We have not yet scaled production in our manufacturing facilities to significant volumes or begun servicing vehicles at significant volumes. Accordingly, our ability to scale production and vehicle servicing and mitigate risks associated with these activities has not been thoroughly tested. If we are unable to accurately match the timing and quantities of component purchases to our actual needs, successfully recruit and retain personnel with relevant experience, or successfully implement automation, inventory management and other systems or processes to accommodate the increased complexity in our supply chain and manufacturing operations, we may incur unexpected production disruption, storage, transportation and write-off costs, which could have a material adverse effect on our results of operations and financial condition.

Furthermore, unexpected changes in business conditions, materials pricing, labor issues, wars, governmental changes, tariffs, natural disasters, health epidemics, and other factors beyond our and our suppliers’ control could also affect these suppliers’ ability to deliver components to us on a timely basis. We have also identified certain of our suppliers, including certain suppliers we deem critical, as having poor financial health or being at risk of bankruptcy. Although we routinely review our suppliers’ financial health and attempt to identify alternate suppliers where possible, the loss of any supplier, particularly a single- or limited-source supplier, or the disruption in the supply of components from our suppliers, could lead to vehicle design changes, production delays, idle manufacturing facilities and potential loss of access to important technology and parts for producing, servicing and supporting our vehicles, any of which could result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, results of operations and financial condition. In addition, if our suppliers experience substantial financial difficulties, cease operations or otherwise face business disruptions, we may be required to provide substantial financial support to ensure supply continuity, which could have an additional adverse effect on our liquidity and financial condition.

Increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors, could harm our business.

As we scale commercial production of our vehicles or any future energy storage systems, we have experienced and may continue to experience increases in the cost of or a sustained interruption in the supply or shortage of materials. Any such increase, supply interruption or shortage could materially and adversely impact our business, results of operations, prospects and financial condition. In addition, we use various materials in our business, including aluminum, steel, lithium, nickel, copper, cobalt, neodymium, terbium, praseodymium and manganese, as well as lithium-ion cells and semiconductors from suppliers. The prices for these materials fluctuate, and their available supply may be unstable, depending on market conditions, inflationary pressure and global demand for these materials, including as a result of increased production of electric vehicles, energy storage products by our competitors and the global supply chain crisis, and could adversely affect our business and results of operations. For instance, we are exposed to multiple risks relating to lithium-ion cells. These risks include:

•        the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to support the growth of the electric vehicle industry as demand for such cells increases;

•        an increase in the cost, or decrease in the available supply, of materials, such as cobalt, used in lithium-ion cells;

•        disruption in the supply of cells due to quality issues or recalls by battery cell manufacturers; and

•        fluctuations in the value of any foreign currencies, in which battery cell and related raw material purchases are or may be denominated against the U.S. dollar.

Our ability to manufacture our vehicles or any future energy storage systems will depend on the continued supply of battery cells for the battery packs used in our products. We have limited flexibility in changing battery cell suppliers, and any disruption in the supply of battery cells from such suppliers could disrupt production of our vehicles until a different supplier is fully qualified. Furthermore, our ability to manufacture our vehicles depends on continuing access to semiconductors and components that incorporate semiconductors. A global semiconductor supply shortage is having wide-ranging effects across multiple industries and the automotive industry in particular, and it has impacted many automotive suppliers and manufacturers, including us, that incorporate semiconductors into the parts they supply or manufacture. We have experienced and may continue to experience an impact on our operations as a result of the semiconductor supply shortage, and such shortage could in the future have a material impact on us or our suppliers, which could delay or reduce planned production levels of the Models or planned future vehicles, impair our ability to continue production once started or force us or our suppliers to pay exorbitant rates for continued access to semiconductors, and of which could have a material adverse effect on our business, prospects and results of operations. In addition, prices and transportation expenses for these materials fluctuate depending on many factors beyond our control, including fluctuations in supply and demand, currency fluctuations, tariffs and taxes, fluctuations and shortages in petroleum supply, freight charges and other economic and political factors. These risks could be further magnified by geographical developments such as the conflict between Ukraine and Russia. Substantial increases in the prices for our materials or prices charged to us, such as those charged by battery cell or semiconductor suppliers, would increase our operating costs, and could reduce our margins if we cannot recoup the increased costs through increased prices. Any attempts to increase product prices in response to increased material costs could result in cancellations of orders and reservations and materially and adversely affect our brand, image, business, results of operations, prospects and financial condition.

Furthermore, currency fluctuations, tariffs or shortages in petroleum and other economic or political conditions have and may continue to result in significant increases in freight charges and raw material costs. Substantial increases in the prices for our raw materials or components would increase our operating costs and could reduce our margins. In addition, a growth in popularity of electric vehicles without a significant expansion in battery cell production capacity could result in shortages which would result in increased materials costs to us, and would impact our expected manufacturing and delivery timelines, and adversely affect our business, prospects, financial condition, results of operations, and cash flows.

We must develop complex software and technology systems, including in coordination with vendors and suppliers, in order to produce our electric vehicles, and there can be no assurance such systems will be successfully developed.

Our vehicles, use a substantial amount of third-party and proprietary software and complex technological hardware to operate, some of which is still subject to further development and testing. The development and implementation of such advanced technologies is inherently complex, and requires coordination with our vendors and suppliers in order to integrate such technology into our electric vehicles and ensure it interoperates with other complex technology as designed and as expected.

We may fail to detect defects and errors that are subsequently revealed, and our control over the performance of third-party services and systems may be limited. Any defects or errors in, or which are attributed to, our technology, could result in, among other things:

•        delayed production and delivery of our vehicles;

•        delayed market acceptance of our vehicles;

•        loss of customers or inability to attract new customers;

•        diversion of engineering or other resources for remedying the defect or error;

•        damage to our brand or reputation;

•        increased service and warranty costs;

•        legal action by customers or third parties, including product liability claims; and

•        penalties imposed by regulatory authorities.

In addition, if we are unable to develop the software and technology systems necessary to operate our vehicles, our competitive position will be harmed. We rely on third-party suppliers to develop a number of technologies for use in our products. There can be no assurances that our suppliers will be able to meet the technological requirements, production timing and volume requirements to support our business plan. In addition, such technology may not satisfy the cost, performance useful life and warranty characteristics we anticipate in our business plan, which could materially adversely affect our business, prospects and results of operations.

If our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed.

Any failure to continue commercial production on schedule, such as a breakdown or interruption of our supply chain, would lead to additional costs and would delay our ability to generate meaningful revenues. In addition, it could prevent us from gaining the confidence of potential customers, spur cancellations of reservations for the Models and open the door to increased competition. All of the foregoing could hinder our ability to successfully launch and grow our business and achieve a competitive position in the market.

We rely on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance, safety, security and costs.

We expect to utilize a number of new manufacturing technologies, techniques and processes for our vehicles, such as motor winding equipment, and we may utilize additional new technologies, techniques and processes in the future. Certain design features in our vehicles present additional manufacturing challenges, such the Battery Management System and Thermal Management System. There is no guarantee that we will be able to successfully and timely introduce and scale any such new processes or features.

We also rely heavily on complex machinery for our operations, and our production involves a significant degree of uncertainty and risk in terms of operational performance and costs. Our manufacturing plant employs large-scale, complex machinery combining many components, which may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts that may not be available when needed.

Unexpected malfunctions of the manufacturing plant components may significantly decrease our operational efficiency, including by forcing manufacturing shutdowns in order to conduct repairs or troubleshoot manufacturing problems. Our facilities may also be harmed or rendered inoperable by natural or man-made disasters, including but not limited to earthquakes, tornadoes, flooding, fire, power outages, environmental hazards and remediation, costs associated with decommissioning of equipment, labor disputes and strikes, difficulty or delays in obtaining governmental permits and licenses, damages or defects in electronic systems, industrial accidents or health epidemics, such as the recent COVID-19 pandemic, which may render it difficult or impossible for us to manufacture our vehicles for some period of time. The inability to produce our vehicles or the backlog that could develop if our manufacturing plant is inoperable for even a short period of time may result in the loss of customers or harm our reputation. Although we maintain insurance for damage to our property and the disruption of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all. Should operational risks materialize, they may result in the personal injury to or death of our workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects.

If we update or discontinue the use of our manufacturing equipment more quickly than expected, we may have to shorten the useful lives of any equipment to be retired as a result of any such update, and the resulting acceleration in our depreciation could negatively affect our financial results.

We have invested and expect to continue to invest significantly in what we believe is state of the art tooling, machinery and other manufacturing equipment, and we depreciate the cost of such equipment over their expected useful lives. However, manufacturing technology may evolve rapidly, and we may decide to update our manufacturing processes more quickly than expected. Moreover, as we ramp the commercial production of our vehicles, our experience may cause us to discontinue the use of already installed equipment in favor of different or additional equipment. The useful life of any equipment that would be retired early as a result would be shortened, causing the depreciation on such equipment to be accelerated, and our results of operations could be negatively impacted.

We have no experience to date in mass manufacturing of our electric vehicles.

We cannot provide any assurance as to whether we will be able to develop efficient, automated, low-cost logistics and production capabilities and processes and reliable sources of component supply that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully mass market our vehicles. Even if we are successful in developing our high volume production capability and processes and reliably source our component supply, no assurance can be given as to whether we will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond our control such as problems with suppliers and vendors, or force majeure events, or in time to meet our commercialization schedules, or to store and deliver parts in sufficient quantities to the manufacturing lines in a manner that enables us to maintain our production ramp curve and rates, or to satisfy the requirements of customers and potential customers. Any failure to develop such logistics and production processes and capabilities within our projected costs and timelines could have a material adverse effect on our business, results of operations, prospects and financial condition. Bottlenecks and other unexpected challenges have and may continue to arise as we ramp production of the models, and it will be important that we address them promptly while continuing to control our logistics and manufacturing costs. If we are not successful in doing so, or if we experience issues with our logistics and manufacturing process improvements, we could face further delays in establishing and/or sustaining our production ramps or be unable to meet our related cost and profitability targets.

If our vehicles fail to perform as expected, our ability to develop, market and sell or lease our products could be harmed.

Our vehicles or the components installed therein have in the past and may in the future contain defects in design and manufacture that may cause them not to perform as expected or that may require repairs, recalls, and design changes, any of which would require significant financial and other resources to successfully navigate and resolve. Although we will attempt to remedy any issues we observe in our products as effectively and rapidly as possible, such efforts could significantly distract management’s attention from other important business objectives, may not be timely, may hamper production or may not be to the satisfaction of our customers. Further, our limited operating

history and limited field data reduce our ability to evaluate and predict the long-term quality, reliability, durability and performance characteristics of our battery packs, powertrains and vehicles. There can be no assurance that we will be able to detect and fix any defects in our products prior to their sale or lease to customers.

Any defects, delays or legal restrictions on vehicle features, or other failure of our vehicles to perform as expected, could harm our reputation and result in delivery delays, product recalls, product liability claims, breach of warranty claims and significant warranty and other expenses, and could have a material adverse impact on our business, results of operations, prospects and financial condition. Any such defects or noncompliance with legal requirements could also result in safety recalls. See “— Risks Related to Litigation and Regulation.” As a new entrant to the industry attempting to build customer relationships and earn trust, these effects could be significantly detrimental to us. Additionally, problems and defects experienced by other electric consumer vehicles could by association have a negative impact on perception and customer demand for our vehicles.

In addition, even if our vehicles function as designed, we expect that the battery efficiency, and hence the range, of our electric vehicles, like other electric vehicles that use current battery technology, will decline over time. Other factors, such as usage, time and stress patterns, may also impact the battery’s ability to hold a charge, or could require us to limit vehicles’ battery charging capacity, including via over-the-air or other software updates, for safety reasons or to protect battery capacity, which could further decrease our vehicles’ range between charges. Such decreases in or limitations of battery capacity and therefore range, whether imposed by deterioration, software limitations or otherwise, could also lead to consumer complaints or warranty claims, including claims that prior knowledge of such decreases or limitations would have affected consumers’ purchasing decisions. Further, there can be no assurance that we will be able to improve the performance of our battery packs, or increase our vehicles’ range, in the future. Any such battery deterioration or capacity limitations and related decreases in range may negatively influence potential customers’ willingness to purchase our vehicles and negatively impact our brand and reputation, which could adversely affect our business, prospects, results of operations and financial condition.

We face challenges providing charging solutions for our vehicles.

Demand for our vehicles will depend in part on the availability of charging infrastructure both domestically and internationally. While the prevalence of charging stations has been increasing, charging station locations are significantly less widespread than gas stations. Globally there are supportive regulations and funding to build and implement more charging stations. In the U.S., there is a movement toward having a uniform charging adaptor whereby customers of different brands of electric vehicles may use any charging station. However, there is no assurance that more changing stations will be built and implemented in the future, or that a uniform charging adaptor will be available in the future.

Insufficient reserves to cover future warranty or part replacement needs or other vehicle repair requirements, including any potential software upgrades, could materially adversely affect our business, prospects, financial condition and results of operations.

We provide a new vehicle limited warranty on all vehicles, components and systems. Warranty reserves will include our management team’s best estimate of the projected costs to repair or to replace items under warranty. Such estimates are inherently uncertain, particularly in light of our limited operating history and the limited field data available to us, and changes to such estimates based on real-world observations may cause material changes to our warranty reserves in the future. If our reserves are inadequate to cover future maintenance requirements on our vehicles, our business, prospects, financial condition and results of operations could be materially and adversely affected. We may become subject to significant and unexpected expenses as well as claims from our customers, including loss of revenue or damages. There can be no assurances that then-existing reserves will be sufficient to cover all claims. In addition, if future laws or regulations impose additional warranty obligations on us that go beyond our manufacturer’s warranty, we may be exposed to materially higher warranty, parts replacement and repair expenses than we expect, and our reserves may be insufficient to cover such expenses.

We may not be able to accurately estimate the supply and demand for our vehicles, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. We will be required to provide forecasts of our demand to our suppliers several months prior to the scheduled delivery of vehicles to our prospective customers. Currently, there

sharing, disclosure and other processing of personal information including that of our personnel, customers and other third parties with whom we conduct business. These laws, regulations and standards may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material and adverse impact on our business, financial condition and results of operations.

The global data protection landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. We may not be able to monitor and react to all developments in a timely manner. For example, the European Union adopted the General Data Protection Regulation (“GDPR”), which became effective in May 2018, California adopted the California Consumer Privacy Act of 2018 (“CCPA”), which became effective in January 2020, Canada adopted the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and continues to amend the statute, the United Arab Emirates adopted the Data Protection Law (“DPL”), which became effective in January 2022, and the Kingdom of Saudi Arabia enacted the Personal Data Protection Law (“PDPL”) which will take effect in March 2023. Each of the GDPR, the CCPA, the PIPEDA, the DPL and the PDPL impose additional obligations on companies regarding the handling of personal data and provides certain individual privacy rights to persons whose data is collected. Compliance with existing, proposed and recently enacted laws and regulations (including implementation of the privacy and process enhancements called for under the GDPR, CCPA, PIPEDA, DPL and PDPL) can be costly, and any failure to comply with these regulatory standards could subject us to legal and reputational risks.

Specifically, failure to comply with the GDPR can result in significant fines and other liability, including, under the GDPR, fines of up to EUR 20 million or four percent (4%) of global revenue, whichever is greater. The cost of compliance, and the potential for fines and penalties for non-compliance, with GDPR may have a significant adverse effect on our business and operations. Recent legal developments in the European Economic Area (“EEA”), including recent rulings from the Court of Justice of the European Union and from various EU member state data protection authorities, have created complexity and uncertainty regarding transfers of personal data from the EEA to the United States and other so-called third countries outside the EEA. Similar complexities and uncertainties also apply to transfers from the United Kingdom to third countries. While we have taken steps to mitigate the impact on us, the efficacy and longevity of these mechanisms remains uncertain.

At the state level, we may be subject to law and regulations such as the CCPA. The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages for violations and a private right of action for certain data breaches. The CCPA requires covered businesses to provide California residents with new privacy-related disclosures and new ways to opt-out of certain uses and disclosures of personal information. As we expand our operations, the CCPA may increase our compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States. Additionally, effective in most material respects starting on January 1, 2023, the California Privacy Rights Act (“CPRA”), will significantly modify the CCPA, including by expanding California residents’ rights with respect to certain sensitive personal information. The CPRA also creates a new state agency that will be vested with the authority to implement and enforce the CCPA and the CPRA.

Other states, including Virginia and Colorado, have enacted or are in the process of enacting, or considering similar laws. Compliance with these state statutes, other similar state or federal laws that may be enacted in the future, and other applicable privacy and data security laws and regulations is a rigorous and time-intensive process, and we may be required to put in place additional mechanisms to comply with such laws and regulations, which could cause us to incur substantial costs or require us to change our business practices, including our data practices, in a manner adverse to our business. In particular, certain emerging privacy laws are still subject to a high degree of uncertainty as to their interpretation and application. Failure to comply with applicable laws or regulations or to secure personal information could result in investigations, enforcement actions and other proceedings against us, which could result in substantial fines, damages and other liability as well as damage to our reputation and credibility, which could have a negative impact on revenues and profits.

We will be required to post public privacy policies and other documentation regarding our collection, use, disclosure and other processing of personal information. Although we will endeavor to comply with our published policies and other documentation, we may at times fail to do so or may be perceived to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our personnel, contractors, service providers, vendors or other third parties fail to comply with our published policies and documentation. Such failures could carry similar consequences or subject us to potential local, state and federal action if they are found to be deceptive,

unfair or misrepresentative of our actual practices. Claims that we have violated individuals’ privacy rights or failed to comply with data protection laws or applicable privacy notices could, even if we are not found liable, be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.

Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and other third parties of security breaches involving certain types of data. For example, laws in all 50 U.S. states generally require business to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a breach. Such laws may be inconsistent or may change or additional laws may be adopted. In addition, our agreements with certain customers may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, penalties or fines, litigation and our customers losing confidence in the effectiveness of our security measures and could require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach. Any of the foregoing could materially adversely affect our business, prospects, results of operations and financial condition.

Risks Related to Our Personnel

The loss of key personnel or an inability to attract, retain and motivate qualified personnel may impair our ability to expand our business.

Our key personnel are not employees of Thunder Power. These key personnel were seconded to Thunder Power from one or more of our subsidiaries and/or affiliates. Our success is substantially dependent upon the continued service and performance of our senior management team and key technical and vehicle management personnel. Our personnel, including our senior management team, are at-will employees of their respective employers, and therefore may terminate employment with us or their employers at any time with no advance notice. Although we do not currently anticipate widespread departure of our senior leadership team or other key personnel, it is always possible that we could lose some key personnel, especially if we are unable to grant equity awards or if the volatility of our stock price increases. The replacement of any members of our senior management team or other key personnel likely would involve significant time and costs and may significantly delay or prevent the achievement of our business objectives. Our future success also depends, in part, on our ability to continue to attract, integrate and retain highly skilled personnel. Competition for personnel is frequently intense. As with any company with limited resources, there can be no guarantee that we will be able to attract such individuals or that the presence of such individuals will necessarily translate into our profitability. Because we operate in a newly emerging industry, there may also be limited personnel available with relevant business experience, and such individuals may be subject to non-competition and other agreements that restrict their ability to work for us. This challenge may be exacerbated for us as we attempt to transition from start-up to full-scale commercial vehicle manufacturing and sales in a very short period of time under the unforeseeable business conditions which continue to evolve as a result of the impact of COVID-19 and the recent conflict in Ukraine. Our inability to attract and retain key personnel may materially and adversely affect our business operations. Any failure by our management to effectively anticipate, implement and manage the changes required to sustain our growth would have a material adverse effect on our business, financial condition and results of operations.

We are highly dependent on the services of Mr. Coleman Bradley, who may be the Chairperson of PubCo.

We are highly dependent on the services of Mr. Coleman Bradley, as a former consultant until February 2021 and who may be the Chairperson of PubCo. Mr. Bradley is a significant influence on and driver of our development and business plan. If Mr. Bradley were to discontinue his service with us due to death, disability or any other reason, we would be significantly disadvantaged. This risk is related to access to Mr. Bradley’s large network of contacts and relationships in the United States, including with respect to the clean transportation sector, supply chains, the real estate/construction sector, the financial sector, the legal sector and the government at both the state and federal level. Mr. Bradley will be instrumental in establishing all facets of the U.S. operations of Thunder Power through the mass production of vehicles.

Tax Risks Related to the Business Combination

The Business Combination may result in adverse tax consequences for holders of Thunder Power Ordinary Shares

U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Considerations” below) of Ordinary Shares may be subject to U.S. federal income tax as a result of the Business Combination contemplated by the Merger Agreement. As discussed more fully under the section titled “Material U.S. Federal Income Tax Considerations”,

based on, and subject to, qualifications, assumptions and limitations stated therein and in the opinion included as Exhibit 8.1 hereto, the Business Combination should constitute a “reorganization” within the meaning of Section 368(a) of the Code. If the Business Combination so qualifies, U.S. holders generally should not recognize taxable gain or loss for U.S. federal income tax purposes on the Business Combination. However, such U.S. holders will be subject to Section 367(b) of the Code and, as a result:

•        A U.S. holder that, on the date of the Business Combination, beneficially owns (actually and/or constructively) 10% or more of the total combined voting power of all of Thunder Power’s classes of stock entitled to vote or 10% or more of the total value of all of Thunder Power’s classes of stock will generally be required to include in income as a dividend the “all earnings and profits amount” attributable to the Thunder Power shares it directly owns, within the meaning of applicable Treasury Regulations; and

•        A U.S. holder that, on the date of the Business Combination, beneficially owns (actually and/or constructively) Thunder Power shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all of Thunder Power’s classes of stock entitled to vote or 10% of the total value of all of Thunder Power’s classes of stock, will recognize gain (but not loss) with respect to the Business Combination or, in the alternative, may elect to recognize the “all earnings and profits amount” attributable to such U.S. holder as described in more detail in the section titled “Material U.S. Federal Income Tax Considerations”.

A U.S. holder that, on the date of the Business Combination, beneficially owns (actually and/or constructively) Thunder Power shares with a fair market value less than $50,000 and is not a 10% U.S. shareholder generally should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Business Combination, and generally should not be required to include any part of the “all earnings and profits amount” in income.

Additionally, proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. If finalized in their current form, those proposed Treasury Regulations may require gain recognition to U.S. holders of Thunder Power Ordinary Shares upon the Business Combination if (i) Thunder Power was classified as a PFIC at any time during such U.S. holder’s holding period for such shares and (ii) the U.S. holder had not timely made (a) a QEF Election (as described in the section titled “Material U.S. Federal Income Tax Considerations — PFIC Considerations”) for the first taxable year in which the U.S. holder owned such shares or in which Thunder Power was a PFIC, whichever is later, or (b) a mark-to-market election (as described in the section titled “Material U.S. Federal Income Tax Considerations — PFIC Considerations”) with respect to such shares. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. holder on the undistributed earnings, if any, of Thunder Power. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. Based upon the composition of its income and assets, and upon a review of its financial statements, Thunder Power believes that it should not currently be, and does not believe that they should have ever been treated as, a PFIC for U.S. federal income tax purposes. However, this conclusion depends on complex factual determinations that are made annually and thus there can be no assurance that Thunder Power is not and has not been a PFIC.

Risks Related to Litigation and Regulation

Our affiliated parties such as members of our management team or major shareholders may be involved in governmental investigations and civil litigation relating to the business affairs of companies with which they are, were or may in the future be affiliated with.

Our affiliated parties such as members of our management team or our major shareholders, may be involved in governmental investigations and civil litigation relating to the business affairs of companies with which they are, were or may in the future be affiliated with. Any such investigations or litigations may divert our management team’s attention and resources away from the business, may be detrimental to our reputation, and thus may negatively affect our ability to complete an initial business combination.

Mr. Wellen Sham, Thunder Power’s current Chief Executive Officer, is a defendant in a claim brought by the Taiwan Taipei District Prosecutor’s Office (the “Prosecutor”) in 2022. This claim is currently being litigated in Taiwan Taipei District Court Criminal Division (Taiwan Taipei District Court, Year 2022, Jin-Chong-Su-Zhi, No. 19) by a public Prosecutor. The prosecution is based on 11 indictments involving the following: a securities purchase which may have been a related party transaction; the use of a non-exclusive license to offset a debt owed to a related party; an exclusive authorized sales agent agreement for USD 4,950,000; an agreement for parts for an electric four-door sedan for USD 4,480,000; a land purchase in a non-arm’s length related party transaction; executive control over bonuses of USD 150,000, USD 50,000, USD 100,000, and NTD 6,000,000 from affiliates; utilization of funds to cover all expenses associated with a seminar hosted by Thunder Power Electric Vehicle Limited (“TPEV”); utilization of funds to cover the salaries of employees; and instructions to issue a false press release with the aim of disseminating rumors or misleading information (collectively, the “Criminal Prosecution”). In conjunction with the Criminal Prosecution, Taiwan’s Securities Investor and Futures Trader Protection Center (“SFIPC”), based on the content of the Criminal Prosecution, initiated civil actions against Mr. Sham, including: requesting that Mr. Sham shall bear liability for damages incurred by EPTECH; asserting Mr. Sham should be dismissed from the position of Chairman of EPTECH; asserting that Mr. Sham shall bear liability for damages incurred by investors of EPTECH; and applying for a provisional seizure procedure against Mr. Sham. While Thunder Power is unable to predict the outcome of these matters with certainty, in response to the foregoing accusations, Mr. Sham sought relief by asserting his innocence, appointing a defense attorney, applying for an investigation of favorable evidence, and actively exercising his right to defend himself. For more information, see “Business of Thunder Power — Legal Proceedings.”

We are subject to substantial laws and regulations that could impose substantial costs, legal prohibitions or unfavorable changes upon our operations or products, and any failure to comply with these laws and regulations, including as they evolve, could substantially harm our business and results of operations.

We are or will be subject to complex environmental, manufacturing, health and safety laws and regulations at numerous jurisdictional levels, including laws relating to the use, handling, storage, recycling, disposal and human exposure to hazardous materials and with respect to constructing, expanding and maintaining our facilities. The costs of compliance, including remediating contamination if any is found on our properties and any changes to our operations mandated by new or amended laws, may be significant. We may also face unexpected delays in obtaining permits and approvals required by such laws in connection with our manufacturing facilities, which would hinder our ability to continue our commercial manufacturing operations. Such costs and delays may adversely impact our business prospects and results of operations. Furthermore, any violations of these laws may result in substantial fines and penalties, remediation costs, third party damages, or a suspension or cessation of our operations.

In addition, models will be to substantial regulation under international, federal, state and local laws. We have incurred, and expect to continue to incur, significant costs in complying with these regulations. Any failures to comply could result in significant expenses, delays or fines. In the United States, vehicles must meet or exceed all federally mandated motor vehicle safety standards to be certified under the federal regulations. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Any future vehicles will be subject to substantial regulation under federal, state and local laws and standards. These regulations include those promulgated by the U.S. Environmental Protection Agency, NHTSA, other federal agencies, various state agencies and various state boards, and compliance certification is required for each individual vehicle we manufacture for sale. These laws and standards are subject to change from time to time, and we could become subject to additional regulations in the future, which would increase the effort and expense of compliance. In addition, federal, state and local laws and industrial standards for electric vehicles are still developing, and we face risks associated with changes to these regulations, which could have an impact on the acceptance of our electric vehicles, and increased sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business models based on the internal combustion engine, which could lead them to pass regulations that could reduce the compliance costs of such established manufacturers or mitigate the effects of government efforts to promote electric vehicles. Compliance with these regulations is challenging, burdensome, time consuming and expensive. If compliance results in delays or substantial expenses, our business could be adversely affected.

We also expect to become subject to laws and regulations applicable to the supply, manufacture, import, sale and service of automobiles internationally, including in Europe, the Middle East and China. Applicable regulations in countries outside of the U.S., such as standards relating to vehicle safety, fuel economy and emissions, among other things, are often materially different from requirements in the United States. Compliance with such regulations will therefore require additional time, effort and expense to ensure regulatory compliance in those countries. This process may include official review and certification of our vehicles by foreign regulatory agencies prior to market entry, as well as compliance with foreign reporting and recall management systems requirements. There can be no assurance that we will be able to achieve foreign regulatory compliance in a timely manner and at our expected cost, or at all, and the costs of achieving international regulatory compliance or the failure to achieve international regulatory compliance could harm our business, prospects, results of operations and financial condition.

We may have to choose in the future, or we may be compelled, to undertake product recalls or take other actions, which could adversely affect our business, prospects, results of operations, reputation and financial condition.

Product recalls may result in adverse publicity, damage our reputation and adversely affect our business, prospects, results of operations and financial condition. If a large number of vehicles are the subject of a recall or if needed replacement parts are not in adequate supply, we may be unable to service and repair recalled vehicles for a significant period of time. These types of disruptions could jeopardize our ability to fulfill existing contractual commitments or satisfy demand for our electric vehicles and could also result in the loss of business to our competitors. Such recalls, whether caused by systems or components engineered or manufactured by us or our suppliers, would involve significant expense and diversion of management’s attention and other resources, which could adversely affect our brand image in our target market and our business, prospects, results of operations and financial condition.

We are subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention, and adversely affect our business, results of operations, cash flows and financial condition.

From time to time, we may be subject to claims, lawsuits, government investigations and other proceedings involving product liability, consumer protection, competition and antitrust, intellectual property, privacy, securities, tax, labor and employment, health and safety, our direct distribution model, environmental claims, commercial disputes and other matters that could adversely affect our business, results of operations, cash flows and financial condition. In the ordinary course of business, we have been the subject of complaints or litigation, including claims related to employment matters.

Litigation and regulatory proceedings may be protracted and expensive, and the results are difficult to predict. Additionally, our litigation costs could be significant, even if we achieve favorable outcomes. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or require us to modify, make temporarily unavailable or stop manufacturing or selling our vehicles in some or all markets, all of which could negatively affect our sales and revenue growth and adversely affect our business, prospects, results of operations, cash flows and financial condition.

The results of litigation, investigations, claims and regulatory proceedings cannot be predicted with certainty, and determining reserves for pending litigation and other legal and regulatory matters requires significant judgment. There can be no assurance that our expectations will prove correct, and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, results of operations, cash flows and financial condition. In addition, the threat or announcement of litigation or investigations by governmental authorities or other parties, irrespective of the merits of the underlying claims, may itself have an adverse impact on the trading price of our common stock.

We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

We may become subject to product liability claims, which could harm our business, prospects, results of operations and financial condition. The automotive industry experiences significant product liability claims, and we face inherent risks of exposure to claims in the event our production vehicles do not perform or are claimed not to perform as expected or malfunction, resulting in property damage, personal injury or death. We also expect that, as is true for other automakers, our vehicles will be involved in crashes resulting in death or personal injury, and even if not caused by the failure of our vehicles, we may face product liability claims and adverse publicity in connection with such incidents. In addition, we may face claims arising from or related to failures, claimed failures or misuse of new technologies that we expect to offer. In addition, the battery packs that we produce make use of lithium-ion cells. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. While we have designed our battery packs to passively contain a single cell’s release of energy without spreading to neighboring modules, there can be no assurance that a field or testing failure of our vehicles or other battery packs that we produce will not occur, in particular due to a high-speed crash. In addition, although we equip our vehicles with systems designed to detect and warn vehicle occupants of such thermal events, there can be no assurance that such systems will function as designed or will provide vehicle occupants with sufficient, or any, warning in all circumstances. Any such events or failures of our vehicles, battery packs or warning systems could subject us to lawsuits, product recalls or redesign efforts, all of which would be time consuming and expensive.

A successful product liability claim against us could require us to pay a substantial monetary award. Our risks in this area are particularly pronounced in light of the limited field experience of our vehicles. Moreover, a product liability claim against us or our competitors could generate substantial negative publicity about our vehicles and business and inhibit or prevent commercialization of our future vehicles, which would have material adverse effect on our brand, business, prospects and results of operations. Our insurance coverage might not be sufficient to cover all potential product liability claims, and insurance coverage may not continue to be available to us or, if available, may be at a significantly higher cost. Any lawsuit seeking significant monetary damages or other product liability claims may have a material adverse effect on our reputation, business and financial condition.

We may be exposed to delays, limitations and risks related to the environmental permits and other operating permits required to establish or operate our manufacturing facilities.

Operation of an automobile manufacturing facility requires land use and environmental permits and other operating permits from federal, state and local government entities. We believe that we will have the permits necessary to carry out and perform our current plans and operations at our future US manufacturing facilities based on our current targeted production capacity. We plan to build our manufacturing facilities and construct additional manufacturing facilities over time to achieve a future target production capacity and will be required to apply for and secure various environmental, wastewater, and land use permits and certificates of occupancy necessary for the commercial operation of such expanded and additional facilities. Delays, denials or restrictions on any of the applications for or assignment of the permits to operate our manufacturing facilities could adversely affect our ability to execute on our business plans and objectives based on our current target production capacity or our future target production capacity.

We are subject to various environmental, health and safety laws and regulations that could impose substantial costs on us and cause delays in building and subsequently expanding our production facilities.

Our operations are subject to federal, state and local environmental laws and regulations and will be subject to international environmental laws, including laws relating to the use, handling, storage, disposal of and human exposure to hazardous materials. Environmental, health and safety laws and regulations are complex, and we have limited experience complying with them. Moreover, we may be affected by future amendments to such laws or other new environmental, health and safety laws and regulations which may require us to change our operations, potentially resulting in a material adverse effect on our business, prospects, results of operations and financial condition. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations could result in substantial fines and penalties, third-party damages, suspension of production or a cessation of our operations.

Contamination at properties we own or operate, properties we formerly owned or operated or properties to which we sent hazardous substances may result in liability for us under environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human health and for damages to natural resources. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on our financial condition or results of operations.

Our operations are also subject to federal, state, and local workplace safety laws and regulations, including, but not limited to, the Occupational Health and Safety Act, which require compliance with various workplace safety requirements, including requirements related to environmental safety. These laws and regulations can give rise to liability for oversight costs, compliance costs, bodily injury (including workers’ compensation), fines, and penalties.

Additionally, non-compliance could result in delay or suspension of production or cessation of operations. The costs required to comply with workplace safety laws can be significant, and non-compliance could adversely affect our production or other operations, including with respect to the production of our first models, the Coupe and the City Car, which could have a material adverse effect on our business, prospects and results of operations.

ADAS technology is subject to uncertain and evolving regulations.

We expect to introduce certain ADAS technologies into our vehicles over time. ADAS technology is subject to considerable regulatory uncertainty as the law evolves to catch up with the rapidly evolving nature of the technology itself, all of which is beyond our control. There is a variety of international, federal and state regulations that may apply to self-driving and driver-assisted vehicles, which include many existing vehicle standards that assume a human driver will be controlling the vehicle at all times. There are currently no federal U.S. regulations pertaining to the safety of self-driving vehicles; however, NHTSA has established recommended guidelines. Certain states have legal restrictions on self-driving vehicles, and many other states are considering them. In Europe, certain vehicle safety regulations apply to self-driving braking and steering systems, and certain treaties also restrict the legality of certain higher levels of self-driving vehicles. Self-driving laws and regulations are expected to continue to evolve in numerous jurisdictions in the United States and foreign countries, which increases the likelihood of a patchwork of complex or conflicting regulations or may delay products or restrict self-driving features and availability, which could adversely affect our business. Our vehicles may not achieve compliance with the regulatory requirements in some countries or jurisdictions for certification and rollout to consumers or satisfy changing regulatory requirements which could require us to redesign, modify or update our ADAS hardware and related software systems. Any such requirements or limitations could impose significant expense or delays and could harm our competitive position, which could adversely affect our business, prospects, results of operations and financial condition.

Our auditor, Assentsure PAC is headquartered in Singapore, and is subject to inspection by the PCAOB on a regular basis. To the extent that our independent registered public accounting firm’s audit documentation related to their audit reports for our business activities in Hong Kong or Taiwan, the PCAOB may not be able inspect such audit documentation and, as such, you may be deprived of the benefits of such inspection and PubCo’s Ordinary Shares could be delisted from the stock exchange pursuant to the Holding Foreign Companies Accountable Act.

The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board (the “PCAOB”) for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in parts of the PRC including: (i) Mainland China, and (ii) Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, Assentsure PAC, is headquartered in Singapore and is subject to inspection by the PCAOB once every three years or as determined by the PCAOB. Our auditor is not headquartered in the PRC and was not identified in this report as a firm subject to the PCAOB’s determination.

Our independent registered public accounting firm issued an audit opinion on the financial statements included in this report filed with the SEC and will issue audit reports related to us in the future. As auditors of companies that are traded publicly in the United States and a firm registered with the PCAOB, our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB but there is a risk that our auditor’s work papers has not been subjected to inspection by the PCAOB or the PCAOB is currently unable to conduct inspections for reasons unknown or beyond our control. Inspections of certain other accounting firms that the PCAOB has conducted have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. We are required by the HFCAA to have an auditor that is subject to the inspection by the PCAOB. While our present auditor is located in the United States and the PCAOB is able to conduct inspections on such auditor, to the extent this status changes in the future and our auditor’s audit documentation related to their audit reports for our company becomes outside of the inspection by the PCAOB or if the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, trading in our Ordinary shares could be prohibited under the HFCAA, and as a result our ordinary shares could be delisted from NASDAQ.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA, which became effective on May 5, 2021. We will be required to comply with these rules if the SEC identifies our auditors as having a “non-inspection” year under a process to be subsequently established by the SEC.

On May 13, 2021, the PCAOB proposed a new rule for implementing the HFCAA. Among other things, the proposed rule provides a framework for the PCAOB to use when determining, under the HFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The proposed rule would also establish the manner of the PCAOB’s determinations; the factors the PCAOB will evaluate and the documents and information it will consider when assessing whether a determination is warranted; the form, public availability, effective date, and duration of such determinations; and the process by which the board of the PCAOB can modify or vacate its determinations. The proposed rule was adopted by the PCAOB on September 22, 2021 and approved by the SEC on November 5, 2021.

On June 22, 2021, the U.S. Senate passed AHFCAA which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, under this proposal, if the auditor is not subject to PCAOB inspections for two consecutive years, it will trigger the prohibition on trading, thus posing more risks on potential delisting as well as the price of Company’s Ordinary shares especially on foreign companies.

The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to the PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA. For example, if a company was not subject to the PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

On December 2, 2021, the SEC issued amendments to finalize the interim final rules previously adopted in March 2021, and established procedures to identify issuers and prohibit the trading of the securities of certain registrants as required by the HFCAA.

While the HFCAA is not currently applicable to PubCo because PubCo’s current auditors are subject to PCAOB review, if this changes in the future for any reason, PubCo may be subject to the HFCAA. The implications of this regulation if PubCo were to become subject to it are uncertain. Such uncertainty could cause the market price of our ordinary shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on Nasdaq earlier than would be required by the HFCAA. If our ordinary shares are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase the Ordinary shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of the ordinary shares.

The recent joint statement by the SEC, proposed rule changes submitted by NASDAQ, and an act passed by the U.S. Senate and the U.S. House of Representatives all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price, and reputation.

On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations outside of the United States. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or that have substantial operations in emerging markets, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice, and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.

On May 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign government, if the PCAOB is unable to audit specified reports because PubCo uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect PubCo’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act.

On May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirements for companies primarily operating in a “Restrictive Market,” (ii) prohibit Restrictive Market companies from directly listing on the Nasdaq Capital Market and only permit them to list on Nasdaq Global Select or Nasdaq Global Market in connection with a direct listing, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of PubCo’s auditors.

As a result of this scrutiny, criticism, and negative publicity, the traded stock of many U.S.-listed foreign companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our offerings, business, and our share price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time-consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our shares.

Risks Related to PubCo and PubCo Common Stock Following the Business Combination

The PubCo stock price may be volatile.

The PubCo stock price is likely to be volatile. The market price for PubCo Common Stock may be influenced by many factors, including the other risks described in this section of the proxy statement/prospectus entitled “Risk Factors” and the following:

•        actual or anticipated variations in PubCo’s financial results or those of companies that are perceived to be similar to PubCo;

•        market conditions in the EV sectors;

•        market conditions and sentiment involving companies that have recently completed a business combination with a special purpose acquisition company (“SPAC”);

•        announcements by PubCo or its competitors of significant acquisitions, strategic alliances, joint ventures or capital commitments;

•        developments or disputes concerning patents or other proprietary rights, including patents, litigation matters and PubCo’s ability to obtain patent protection for its products;

•        PubCo’s ability or inability to raise additional capital and the terms on which it is raised;

•        the recruitment or departure of key personnel;

•        actual or anticipated changes in earnings estimates or changes in stock market analyst recommendations regarding PubCo Common Stock, other comparable companies or the industry generally;

•        PubCo’s failure or the failure of its competitors to meet analysts’ projections or guidance that PubCo or its competitors may give to the market;

•        fluctuations in the valuation of companies perceived by investors to be comparable to PubCo;

•        announcement and expectation of additional financing efforts;

•        speculation in the press or investment community;

•        trading volume of PubCo Common Stock;

•        sales of PubCo Common Stock by PubCo or its stockholders;

•        the concentrated ownership of PubCo Common Stock;

•        changes in accounting principles;

•        terrorist acts, acts of war or periods of widespread civil unrest;

•        natural disasters, public health crises and other calamities; and

•        general economic, industry and market conditions.

In addition, the stock markets in general, and the markets for SPAC post-business combination businesses, EV stocks in particular, have experienced extreme volatility during 2023. This volatility can often be unrelated to the operating performance of the underlying business. These broad market and industry factors may seriously harm the market price of PubCo Common Stock, regardless of PubCo’s operating performance.

PubCo may incur significant costs from class action litigation due to the expected stock volatility.

PubCo’s stock price may fluctuate for many reasons, including as a result of public announcements regarding the progress of development efforts for PubCo’s EVs, the development efforts of future collaborators or competitors, the addition or departure of key personnel, variations in quarterly operating results and changes in market valuations of EV companies. This risk is especially relevant to PubCo because EV companies have experienced significant stock price volatility in recent years, including since the public announcement of the Merger Agreement in October 2023. In addition, recently there has been significant stock price volatility involving the shares of companies that have recently completed business combinations with SPACs. When the market price of a stock has been volatile, as PubCo’s stock price may be, holders of that stock have occasionally brought securities class action litigation against the company that issued the stock. Additionally, there has recently been a general increase in litigation against companies that have recently completed business combinations with SPACs alleging fraud and other claims based on inaccurate or misleading disclosures. If any PubCo stockholders were to bring a lawsuit of this type against PubCo, even if the lawsuit is without merit, PubCo could incur substantial costs defending the lawsuit. The lawsuit could also divert the time and attention of management.

PubCo will be an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make PubCo Common Stock less attractive to investors and may make it more difficult to compare performance with other public companies.

PubCo will be an emerging growth company as defined in the JOBS Act, and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in 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.

Investors may find PubCo Common Stock less attractive because PubCo will continue to rely on these exemptions. If some investors find PubCo Common Stock less attractive as a result, there may be a less active trading market for their common stock, and the stock price may be more volatile.

An emerging growth company may elect to delay the adoption of new or revised accounting standards. With FLFV making this election, Section 102(b)(2) of the JOBS Act allows PubCo to delay adoption of new or revised accounting standards until those standards apply to non-public business entities. As a result, the financial statements contained in this proxy statement/prospectus and those that PubCo will file in the future may not be comparable to companies that comply with the effective dates of revised accounting standards for public entities.

As an emerging growth company entering into a new geographical market in a highly competitive industry, PubCo may face severe economic challenges which it may struggle to overcome, including but not limited to the following factors.

•        It may find that the EV industry faces a seasonal business cycle;

•        Its research & development efforts may not yield the anticipated results;

•        Its dependence on government and economic incentives or government policies to incentivize customers to buy its EVs may hamper its growth plans;

•        Like all other businesses it may face a general downturn in the global economy and in particular in the EV market which it may not be able to withstand;

•        Its need for capital funding and the huge capital outlay it may face for manufacturing facilities may hamper its development and production plans;

•        Even if it receives capital funding, such capital may cause dilution among its equity holders;

•        Its driving range of its EVs may be adversely affected by number of factors such as temperature, usage, time and charging patterns, to name a few risk factors;

•        There is always a possibility that its services are not generally accepted or well received by its customers;

•        There is no guarantee that its customers and competitors may not engage in the unauthorized modifications to its EVs;

•        PubCo may find it difficult to maintaining good or strong relationships with strategic partners which may affect its supply chain or its delivery time;

•        EVs are currently considered high-priced so PubCo would need to collaborate with financial service providers to provide financing for some of its customers;

•        As PubCo establishes its production facilities globally, the strategic investments or acquisitions may require significant management attention which may divert attention away from the manufacturing of its EVs; and

•        PubCo would be dependent on its IP technologies and may have difficulties protecting its IP and defending against IP infringement.

Future sales and issuances of PubCo Common Stock or rights to purchase PubCo Common Stock could result in additional dilution of the percentage ownership of PubCo stockholders and could cause the PubCo Common Stock price to fall.

Significant additional capital will be needed in the future to continue PubCo’s planned operations. To raise capital, PubCo may sell PubCo Common Stock, convertible securities, or other equity securities in one or more transactions at prices and in a manner as determined from time to time. If PubCo sells PubCo Common Stock, convertible securities, or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to existing stockholders, and new investors could gain rights, preferences, and privileges senior to the holders of PubCo Common Stock.

Pursuant to the 2024 Plan, the PubCo Board or a committee appointed by the PubCo Board to administer the 2024 Plan (the “Administrator”), is authorized to grant stock options to PubCo’s employees, non-employee directors, and consultants. Initially, the maximum aggregate number of shares of PubCo Common Stock that may be issued pursuant to stock awards under the 2024 Plan will be equal to the number of shares of PubCo Common Stock initially reserved under the 2024 Plan. Based on the “assuming no redemptions” scenario described herein under “UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — Basis of Pro Forma Presentation — Assuming No Redemptions (Scenario 1)”, the number of shares authorized for issuance under the 2024 Plan upon the Closing is expected to be 10% of the issued and outstanding shares of PubCo Common Stock as of the Effective Date (as determined immediately following the Merger) which is approximately 5,062,217 shares of PubCo Common Stock, but the exact number will not be known until the Business Combination is consummated. In addition, annually on the first trading day of the calendar year, beginning with calendar year 2025, such share reserve will automatically increase by 5% of the total number of shares of PubCo Common Stock outstanding as of the last day of the immediately preceding calendar year, unless the Administrator acts prior to January 1 of such year to provide that there will be no increase or a lesser increase in the share reserve for that year. Unless the Administrator acts not to increase the number of shares available for issuance under the 2024 Plan, PubCo stockholders may experience additional dilution, which could cause PubCo’s stock price to fall.

PubCo’s issuance of additional shares of common stock or other equity securities of equal or senior rank would, all else being equal, have the following effects:

•        FLFV’s existing stockholders’ proportionate ownership interest in PubCo would decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding share of common stock would be diminished; and

•        the market price of shares of PubCo Common Stock may decline.

PubCo’s internal control over financial reporting may not prevent or detect all errors or acts of fraud.

PubCo must design its internal control over financial reporting to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

If PubCo fails to establish and maintain proper internal financial reporting controls, its ability to produce accurate financial statements or comply with applicable regulations could be impaired.

Prior to the Business Combination, Thunder Power will have operated as a private company with limited accounting personnel and other resources with which to address its internal controls and procedures. Following the Business Combination, PubCo will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that PubCo include a report from management on PubCo’s internal control over financial reporting in PubCo’s annual report on Form 10-K. In addition, if PubCo ceases to be an “emerging growth company,” PubCo’s independent registered public accounting firm must attest to and report on the effectiveness of PubCo’s internal control over financial reporting.

If PubCo fails to implement any required improvements to its disclosure controls and procedures to address any material weaknesses in its internal control over financial reporting, such material weaknesses could result in inaccuracies in PubCo’s financial statements and could also impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

In addition, after PubCo becomes a public company, PubCo’s reporting obligations may place a significant strain on its management, operational, and financial resources and systems for the foreseeable future. PubCo may be unable to timely complete its evaluation testing and any required remediation.

Reports published by analysts, including projections in those reports that differ from PubCo’s actual results, could adversely affect the price and trading volume of PubCo Common Stock.

FLFV currently expects that securities research analysts will establish and publish their own periodic financial projections for the business of PubCo. These projections may vary widely and may not accurately predict the results that PubCo will actually achieve. PubCo’s stock price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on PubCo downgrades its stock or publishes inaccurate or unfavorable research about its business, PubCo’s stock price could decline. If one or more of these analysts ceases coverage of PubCo or fails to publish reports on PubCo regularly, its stock price or trading volume could decline. While FLFV expects research analyst coverage following the Business Combination, if no analysts commence coverage of PubCo, the trading price and volume for PubCo Common Stock could be adversely affected.

PubCo’s actual financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus, which may not be indicative of what PubCo’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what PubCo’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from PubCo’s business operations.

As a public company, PubCo will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly, and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, PubCo will incur significant legal, accounting, and other expenses that Thunder Power did not previously incur. PubCo’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in PubCo incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for PubCo to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for PubCo to attract and retain qualified people to serve on its board of directors, its board committees, or as executive officers.

Provisions in PubCo’s proposed Third amended and restated certificate of incorporation (the Proposed Charter), PubCo’s proposed amended and restated bylaws (the Proposed Bylaws) and Delaware law may have anti-takeover effects that could discourage an acquisition of PubCo by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management, which could depress the trading price of PubCo Common Stock.

PubCo’s Proposed Charter, the Proposed Bylaws, and Delaware law contain provisions that may have the effect of discouraging, delaying, or preventing a change in control of us or changes in our management that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. PubCo’s Proposed Charter and the Proposed Bylaws include provisions that:

•        permit the PubCo Board to issue up to 100,000,000 shares of preferred stock, with any rights, preferences, and privileges as they may designate, including the right to approve an acquisition or other change of control;

•        provide that the number of directors of PubCo may be changed only by resolution of the PubCo Board;

•        provide that, subject to the rights of any series of preferred stock to elect directors, directors may be removed only for cause by the holders of two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of Combined Company entitled to vote generally at an election of directors;

•        provide that all vacancies, subject to the rights of any series of preferred stock, including newly created directorships, may, except as otherwise required by law, be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director;

•        provide that stockholders seeking to present proposals before a meeting of stockholders or seeking to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and specify requirements as to the form and content of such notice;

•        provide that special meetings of the PubCo’s stockholders may be called the PubCo Board; and

•        provide that the PubCo Board will be divided into three classes of directors, with only one class of directors being elected each year and each individual director serving a three-year term (see the section titled “Management of the Combined Company”), therefore making it more difficult for stockholders to change the composition of the board of directors.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. These provisions could also limit the price that investors might be willing to pay in the future for shares of PubCo Common Stock, thereby depressing the market price of PubCo Common Stock.

In addition, because we are incorporated in the State of Delaware, we are governed by the provisions of Section 203 of the General Corporation Law of the State of Delaware, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

Any provision of PubCo’s proposed Third amended and restated certificate of incorporation (the Proposed Charter), amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of PubCo Common Stock, and could also affect the price that some investors are willing to pay for PubCo Common Stock.

Redemptions of Public Shares by Public Stockholders may affect the market price of PubCo Common Stock.

Redemptions of Public Shares by Public Stockholders may affect the market price of PubCo Common Stock, but it is not possible to predict or quantify what the impact will be on the market price at any given level of redemptions. For example, as redemptions go up, it is possible that the market may view this as a sign of a lack of confidence in the value of PubCo Common Stock. In addition, as the level of redemptions rise, stockholders may become increasingly concerned about PubCo’s cash position and/or the efficiency of its capital structure. Also, as redemptions go up, the remaining shares of PubCo Common Stock will be more significantly impacted by the resulting increasing dilutive effect of any conversion or exercise of instruments convertible into or exercisable for PubCo Common Stock, including but not limited to, (a) the shares of PubCo Common Stock that will be available for issuance under the 2024 Plan, which will initially be equal to 10% of the outstanding shares of PubCo Common Stock as of the Closing, and (b) the issuance of up to 9,775,000 shares of PubCo Common Stock underlying FLFV public warrants, and up to 498,875 shares of PubCo Common Stock underlying FLFV private warrants. In addition, because as of the date hereof, we have not secured any commitment, letter of intent or term sheet for the Transaction Financing, a closing condition that may be waived by FLFV and Thunder Power by mutual agreement as provided in the Merger Agreement, each of the scenarios does not present potential issuance of additional FLFV Common Stock in connection with the Transaction Financing at the Effective Time, potential issuance of additional FLFV Common Stock in connection with the Merger Financing at the Effective Time is not presented. It is not possible to predict or quantify the impact a given level of redemptions will have on the market price of shares of PubCo Common Stock. In all cases, the impact will be based at least in part on market perceptions and, in some cases, the impact will also be affected by other market factors such as, in the case of potential dilution from instruments convertible into or exercisable for shares of PubCo Common Stock, how far out of the money the dilutive instruments are at the time, prevailing interest rates and the volatility of shares of PubCo Common Stock at the relevant time.

Upon the completion of the Business Combination, PubCo might have limited funds available in the Trust Account after payment of outstanding loans, relevant fees and expenses in connection with the Business Combination, which will impact PubCo’s ability to advance development of its EVs.

Except with respect to interest earned on the funds held in the Trust Account that may be released to FLFV to pay its tax obligations, the funds deposited into the Trust Account will not be released from the Trust Account until the earliest of (a) the completion of FLFV’s initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Charter (i) to modify the substance or timing of FLFV’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Public Shares if FLFV does not complete its initial business combination by March 21, 2024, if extended or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (c) the redemption of the Public Shares if FLFV is unable to complete the business combination by March 21, 2024, if extended, subject to applicable law. The proceeds deposited into the Trust Account could become subject to the claims of FLFV’s creditors, if any, which could have priority over the claims of the Public Stockholders.

In connection with the 2023 Special Meeting and the Extension, 4,791,507 shares of FLFV Common Stock were tendered for redemption, which represented approximately 49.0% of the total Public Shares at the time of the redemption, and approximately $50.2 million was released from the Trust Account to pay such redeeming stockholders.

As of the date hereof, FLFV issued five promissory notes to the Sponsor and/or its designees in connection with the Initial Extension Payment and the First Amendment Monthly Extension Payments in a total amount of $1,377,500. The Sponsor has the right, but not the obligation, to convert the promissory notes, in whole or in part, respectively, into the shares of PubCo Common Stock. If the Sponsor does not convert the promissory notes into shares of PubCo Common Stock upon the Closing, the promissory notes will become intercompany notes between FLFV and the Sponsor upon the Closing. FLFV has the obligation to pay to the Sponsor the funds amounting to the principal amount of the promissory notes if the Business Combination is terminated pursuant to the Merger Agreement. FLFV may use a portion of the working capital held outside the Trust Account to repay such funds amounting to the principal amount of the promissory notes but no proceeds from the Trust Account would be used to repay such loaned amounts. In the event that FLFV fails to complete a business combination by March 21, 2024, it is uncertain if FLFV has sufficient working capital held outside the Trust Account to fully repay the promissory notes.

As of the date hereof, FLFV has issued six Thunder Power Notes to Thunder Power in connection with the Monthly Extension Payments in a total amount of $560,000. Thunder Power has the right, but not the obligation, to convert the Thunder Power Notes, in whole or in part, respectively, into Thunder Power Extension Shares. Thunder Power has advised FLFV that it will not convert the Thunder Power Notes into Thunder Power Extension Shares upon the Closing. As a result, the Thunder Power Notes will become intercompany notes between FLFV and Thunder Power upon the Closing. FLFV has the obligation to pay to Thunder Power the funds amounting to the principal amount of the Thunder Power Notes if the Business Combination is terminated pursuant to the Merger Agreement. FLFV may use a portion of the working capital held outside the Trust Account to repay such funds amounting to the principal amount of the Thunder Power Notes but no proceeds from the Trust Account would be used to repay such loaned amounts. In the event that the Business Combination is terminated pursuant to the Merger Agreement, it is uncertain if FLFV has sufficient working capital held outside the Trust Account to fully repay the Thunder Power Notes, and the Sponsor may be eventually held liable for FLFV’s liabilities pursuant to its certain indemnification obligations.

Pursuant to the underwriting agreement dated June 15, 2022, entered among us, US Tiger and EF Hutton, division of Benchmark Investments, LLC, $3,421,250 Deferred Underwriting Amount is payable to the underwriters from the Trust Funds contingent on the completion of the Business Combination. As of the date hereof, there is no change or waiver with regard to the Deferred Underwriting Amount. Other than the Deferred Underwriting Amount, the Representatives will not be entitled to receive any additional compensation in connection with or contingent on the completion of the Business Combination. The amount of the Deferred Underwriting Amount is fixed regardless of the level of redemptions from our Trust Account in connection with the Business Combination. As a result, as redemptions increase, the per-share impact of the Deferred Underwriting Amount will increase for each non-redeeming stockholder.

In connection with the consummation of the Business Combination, FLFV and TPH estimates to incur approximately $1.69 million (excluding the Deferred Underwriting Amount) and $1.78 million fees and expenses, respectively.

As of [      ], FLFV had cash of approximately $[    ] held outside the Trust Account, which is available for use by FLFV to cover the costs associated with negotiating a business combination and other general corporate uses. As of [ ], FLFV had total current liabilities of approximately $[    ] million. If FLFV completes the Business Combination,

in the event that the payees of Notes and Thunder Power Notes opt to receive repayment in cash from FLFV instead of obtaining PubCo Common Stock, as applicable, the funds available to FLFV outside the Trust Account may not be sufficient to repay the outstanding loans under Notes and Thunder Power Notes, and FLFV may repay such loans from the Trust Account. As a result, upon the consummation of the Business Combination, approximately $[    ] million will remain in the Trust Account (based on approximately $[    ] million of the funds in the Trust Account of as of [    ]), assuming that (i) $[    ] under the Notes are opted to be fully repaid from the Trust Account, (ii) a total of $3,421,250 of the Deferred Business Combination Fee is paid from the funds held in the Trust Account, (iii) no funds will be further withdrawn by FLFV to pay its tax obligations, and (iv) approximately $[    ] million fees and expenses in total incurred by FLFV and Thunder Power will be paid from the Trust Account in connection with the Business Combination. Such amount is an estimate, and the actual amount to be remained in the Trust Account might be different. Therefore, it is uncertain how much funds will remain in the Trust Account with PubCo after payment of amounts due to FLFV stockholders redeeming their Public Shares, the working capital loans, Monthly Extension Payments, Deferred Business Combination Fees and other fees and expenses. If the remaining funds in the Trust Account with PubCo is limited, it will require PubCo to obtain more additional funds to advance development of products candidates, and it is uncertain whether or not PubCo will be able to obtain sufficient funds.

Risks Related to FLFV and the Business Combination

FLFV will incur significant transaction and transition costs in connection with the Business Combination.

FLFV has incurred and expects to incur significant, non-recurring costs in connection with consummating the Business Combination. Certain transaction expenses incurred in connection with the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses, and costs, will be paid by PubCo at or following the closing of the Business Combination.

FLFV will have limited rights after the Closing to make claims for damages against Thunder Power or Thunder Power’s stockholders for the breach of representations, warranties, or covenants made by Thunder Power in the Merger Agreement.

The Merger Agreement provides that, except in the case of fraud, all of the representations, warranties and covenants, obligations or other agreements of the parties contained therein shall not survive the Closing, except for a limited number of covenants, obligations or other agreements of the parties that by their terms apply or are to be performed in whole or in part after the Closing, and then only with respect to breaches occurring after Closing. Accordingly, except in the case of fraud, FLFV will have no rights to make damage claims against Thunder Power after the Closing with respect to any breach of the representations and warranties, and will have limited rights to make damage claims against Thunder Power after the Closing with respect to covenants, or agreements contained in the Merger Agreement that survive and the covenants to be performed in whole or in part after the Closing.

After the Closing, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of shares of PubCo Common Stock, which could cause you to lose some or all of your investment.

Although FLFV has conducted due diligence on Thunder Power, FLFV cannot assure you that this diligence revealed all material issues that may be present in Thunder Power’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of FLFV’s and Thunder Power’s control will not later arise. As a result, after the Closing, PubCo may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if FLFV’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with FLFV’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on PubCo’s liquidity, the fact that PubCo may incur charges of this nature could contribute to negative market perceptions about the Combined Company’s securities. In addition, charges of this nature may cause PubCo to be unable to obtain future financing on favorable terms or at all. Accordingly, any FLFV stockholder who chooses to remain a stockholder of the Combined Company following the Business Combination could suffer a reduction in the value of their shares of PubCo Common Stock. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach

by FLFV’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

The FLFV Initial Stockholders own FLFV Common Stock that will be worthless, may be unable to be repaid in full for the working capital loans provided to FLFV, and may incur reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve and, in the case of the Board, recommend, the Business Combination with Thunder Power.

The FLFV Initial Stockholders and/or their affiliates beneficially own or have a pecuniary interest in the Founder Shares, Private Shares and Working Capital Shares. As of the Record Date, the FLFV Initial Stockholders owned and were entitled to vote 2,942,625 shares of FLFV Common Stock, representing approximately 52.48% of the voting power of the shares of FLFV Common Stock outstanding. The holders have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination with Thunder Power or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Based upon the closing price of FLFV Common Stock of $[    ] per share on Nasdaq on the Record Date, such securities had an implied aggregate market value, assuming the Business Combination is consummated, of approximately $[    ] million. Accordingly, the FLFV Initial Stockholders may be incentivized to complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to stockholders than they would otherwise recommend or approve, as the case may be, rather than allow FLFV to wind up having failed to consummate a business combination and lose their entire investment.

Additionally, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor, an affiliate of the Sponsor, or certain of FLFV’s officers and directors may, but are not obligated to, loan FLFV funds as may be required. If FLFV completes the Business Combination, FLFV would repay such loaned amounts out of the proceeds of the Trust Account released to FLFV. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, FLFV 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 to repay such loaned amounts. Up to $3,000,000 of such loans may be convertible into the Working Capital Shares, at a price of $10.00 per share at the option of the lender. As of the date hereof, FLFV had $485,000 outstanding under the working capital loans as evidenced by the Notes accordingly. Such outstanding Notes may also influence the FLFV Initial Stockholders’ decision to approve the Business Combination.

In order to extend the period that FLFV is allowed to complete its initial business combination, as of the date of this prospectus/proxy statement, (i) nine First Amendment Monthly Extension Payments, each in the amount of $100,000, were deposited into the Trust Account, among which five were made by Thunder Power pursuant to the Merger Agreement and (ii) one Second Amendment Monthly Extension Payment in the amount of $60,000 was deposited into the Trust Account by Thunder Power. Each Monthly Extension Payment from Thunder Power was evidenced by a Thunder Power Note issued by the Company to Thunder Power, each in the principal amount same as the Monthly Extension Payment, with the terms and provisions substantially the same. The Thunder Power Notes bear no interest and are payable in full upon the consummation of the Business Combination. Thunder Power has the right, but not the obligation to convert the Thunder Power Notes, in whole or in part, into the Thunder Power Extension Shares, at a price of $10.00 per share. Thunder Power has advised FLFV that it will not convert the Thunder Power Notes into Thunder Power Extension Shares upon the Closing. As a result, the Thunder Power Notes will become intercompany notes between FLFV and Thunder Power upon the Closing. In the event that the Business Combination is terminated pursuant to the Merger Agreement, FLFV may use a portion of the working capital held outside the Trust Account to repay such funds amounting to the principal amount of the Thunder Power Note but no proceeds from the Trust Account would be used to repay such loaned amounts. In the event that the Business Combination is terminated pursuant to the Merger Agreement, it is uncertain if FLFV has sufficient working capital held outside the Trust Account to fully repay all the outstanding loans from the Notes and the Thunder Power Notes.

Furthermore, the FLFV Initial Stockholders are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, and consummating an initial business combination. Any such expenses will be repaid upon completion of the Business Combination with Thunder Power. As of the date of this proxy statement/prospectus, no such reimbursable expenses have been incurred. If any such expenses are incurred, however, if FLFV fails to consummate the Business Combination, they will not have any claim against the Trust Account for

repayment or reimbursement. Accordingly, FLFV may not be able to repay or reimburse these amounts if the Business Combination is not completed. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of FLFV Initial Stockholders and FLFV’s Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of FLFV’s directors to approve the Business Combination with Thunder Power and to continue to pursue such Business Combination. In considering the recommendations of FLFV’s Board to vote for the Business Combination Proposal and other Proposals, FLFV’s stockholders should consider these interests.

The Public Stockholders will experience immediate dilution as a consequence of the issuance of PubCo Common Stock as consideration in the Business Combination and in the Transaction Financing and in connection with the Business Combination.

Public Stockholders who do not redeem their Public Shares will experience immediate dilution as a consequence of the issuance of PubCo Common Stock as consideration in the Business Combination and may experience dilution from several additional sources to varying degrees in connection with and after the Business Combination, including the following:

•        In accordance with the terms and subject to the conditions of the Merger Agreement, stockholders of Thunder Power immediately prior to the Effective Time collectively will receive from FLFV, in the aggregate, a number of newly issued shares of PubCo Common Stock equal to: (i) $600,000,000, divided by (ii) $10.00 per share in consideration of converting their shares of Thunder Power Ordinary Shares. Each Thunder Power Ordinary Share that is issued and outstanding immediately prior to the Effective Time will automatically convert into a number of shares of PubCo Common Stock in accordance with the certificate of incorporation of PubCo immediately prior to the Effective Time.

•        Up to 10,273,875 shares of PubCo Common Stock issuable upon exercise of the FLFV Warrants underlying FLFV Warrants at any time 30 days after the completion of the Business Combination. The shares of PubCo Common Stock underlying these FLFV Warrants, represent approximately 12.3% and 12.6% of the fully-diluted number of shares of PubCo Common Stock immediately following the consummation of the Business Combination, assuming the no redemption scenario and the maximum redemption scenario, respectively. See “— FLFV Warrants will become exercisable for PubCo Common Stock 30 days after the completion of the Business Combination, which would increase the number of shares eligible for future resale in the public market and result in dilution to FLFV stockholders. Such dilution will increase if more of the Public Shares are redeemed.” Once FLFV Warrants become exercisable, PubCo will have no opportunity to manage the dilution therefrom, except that FLFV has the ability to redeem outstanding FLFV Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per FLFV Warrants, provided that the last reported sales price of PubCo 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 on the third business day prior to the date on which FLFV gives proper notice of such redemption and provided certain other conditions are met.

•        PubCo will reserve 10% of the outstanding shares of PubCo Common Stock as of the Closing under the 2024 Plan, which represent approximately 5.8% and 5.7% of the fully-diluted number of shares of PubCo Common Stock immediately following the consummation of the Business Combination, assuming the no redemption scenario and the maximum redemption scenario, respectively.

The issuance of additional FLFV Common Stock as discussed above will significantly dilute the equity interests of existing holders of FLFV securities, diminish the relative voting strength of existing holders of FLFV securities, and may adversely affect prevailing market prices for the FLFV Common Stock.

The exercise of FLFV’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of FLFV’s stockholders.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require FLFV to agree to amend the Merger Agreement, to consent to certain actions taken by Thunder Power or to waive rights that FLFV is entitled to under the Merger Agreement. Such events could arise because of changes in the course

of Thunder Power’s business, a request by Thunder Power to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Thunder Power’s business and would entitle FLFV to terminate the Merger Agreement. In any of such circumstances, it would be at FLFV’s discretion, acting through its Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in “Summary of the Proxy Statement/Prospectus —  Interests of the FLFV Initial Stockholders and FLFV’s Directors and Officers in the Business Combination” beginning on page 10 of this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for FLFV and what he, she or they may believe is best for himself, herself, or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, FLFV does not believe there will be any material changes or waivers that FLFV’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. FLFV will circulate a supplemental or amended proxy statement/prospectus if changes to the terms of the Business Combination that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

If FLFV is unable to complete the Business Combination with Thunder Power or another business combination by December 21, 2024 (or such later date as may be approved by FLFV’s stockholders), its Public Stockholders may receive only approximately $[    ] per Public Share, or less than such amount in certain circumstances based on the balance of the Trust Account (as of the Record Date), and the FLFV Warrants will expire worthless.

Pursuant to the Merger Agreement, there are various closing conditions to be satisfied in order to complete the Business Combination, some of which are beyond FLFV’s control. If FLFV is unable to complete the Business Combination or any other alternative business combination, to the extent that the Merger Agreement is terminated for any reason, within the required period under the Current Charter, Public Stockholders may only receive approximately $[    ] per Public Share on the liquidation of the Trust Account, based on the balance of the Trust Account (as of the Record Date), and its warrants will expire worthless.

If FLFV is unable to complete the Business Combination with Thunder Power or another business combination by December 21, 2024 (or such later date as may be approved by FLFV’s stockholders), FLFV will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its Board, dissolving and liquidating. In such event, third parties may bring claims against FLFV and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than $10.15 per Public Share, and the FLFV Warrants will expire worthless.

Under the terms of the Current Charter, FLFV must complete the Business Combination with Thunder Power or another business combination by December 21, 2024 (or such later date as may be approved by FLFV’s stockholders), or FLFV must (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 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 FLFV to pay our 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 FLFV’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to FLFV’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, third parties may bring claims against FLFV. Although FLFV seeks waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties will waive any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that vendors, regardless of whether they execute such waivers, will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the Public Stockholders. If FLFV is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to FLFV if and to the extent any claims by a third party for services rendered or products sold to FLFV, or a prospective target business with which FLFV has discussed entering into a Merger 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 value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as 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 indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of FLFV. Additionally, we have not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.15 per Public Share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if FLFV is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if FLFV otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of FLFV’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, FLFV may not be able to return to its Public Stockholders at least $10.20 per share of FLFV Common Stock. There will be no redemption rights or liquidating distributions with respect to the FLFV Warrants, which will expire worthless if FLFV fails to complete an initial business combination within the required period.

FLFV has received non-compliance notices from Nasdaq and is required to regain compliance within a limited timeline. If FLFV is not able to regain compliance within the required timeline, FLFV’s securities might not be able to continue to be listed on Nasdaq and will commence trading on the over-the-counter markets, in which event, if not waived by Thunder Power as one of the closing conditions, FLFV would not be able to consummate the Business Combination with Thunder Power.

On March 18, 2024, FLFV received a written notice (the “Nasdaq Notice”) from the listing qualifications department staff of Nasdaq notifying that FLFV was not in compliance with Listing Rule 5450(a)(2) (the “Minimum Holders Rule”), which requires FLFV to have at least 400 round lot holders for continued listing on the Nasdaq Global Market. The Nasdaq Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of FLFV’s securities on the Nasdaq Global Market. The Nasdaq Notice states that FLFV has until May 2, 2024 to submit a plan to regain compliance with the Minimum Holders Rule. FLFV intends to submit a plan to regain compliance with the Minimum Holders Rule within the required timeframe. If Nasdaq accepts FLFV’s compliance plan, Nasdaq may grant FLFV an extension of up to 180 calendar days from the date of the Nasdaq Notice to evidence compliance with the Minimum Holders Rule. If Nasdaq does not accept FLFV’s compliance plan, FLFV will have the opportunity to appeal the decision before a Nasdaq Hearings Panel.

If FLFV is not able to regain compliance within the required timeline, FLFV’ securities might not be able to continue to be listed on Nasdaq prior to the Business Combination and will commence trading on the over-the-counter markets. It is a condition of the consummation of the Business Combination that PubCo Common Stock is approved for listing on Nasdaq (subject only to official notice of issuance thereof), but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated. However, such closing condition could be waived by FLFV and Thunder Power by mutual agreement as provided in the Merger Agreement. The stockholders of FLFV will not have certainty at the time they vote regarding whether PubCo Common Stock will be listed on Nasdaq or another national securities exchange following the Business Combination. If Thunder Power does not waive such closing condition, FLFV might not be able to consummate the Business Combination with Thunder Power and will need to seek an alternative business combination to complete its initial business combination within the prescribed time period. Even if Thunder Power waives such closing condition, it is not certain that PubCo will be able to meet Nasdaq’s initial listing requirements to list the PubCo Common Stock on Nasdaq.

FLFV’s stockholders may be held liable for claims by third parties against FLFV to the extent of distributions received by them.

If FLFV is unable to complete the Business Combination with Thunder Power or another business combination within the required time period, FLFV 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 us to pay our 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 FLFV’s remaining stockholders and our Board, dissolve and liquidate, subject in each case to FLFV’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. FLFV cannot assure you that it will properly assess all claims that may potentially be brought against FLFV. As such, FLFV’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, FLFV cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by FLFV.

If FLFV files a bankruptcy petition or an involuntary bankruptcy petition is filed against FLFV that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in FLFV’s bankruptcy estate and subject to the claims of third parties with priority over the claims of FLFV’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, FLFV cannot provide any assurance that FLFV will be able to return $10.15 per share to our Public Stockholders. Additionally, if FLFV files a bankruptcy petition or an involuntary bankruptcy petition is filed against FLFV that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by FLFV’s stockholders. Furthermore, the Board may be viewed as having breached its fiduciary duty to FLFV’s creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. FLFV cannot provide any assurance that claims will not be brought against FLFV for these reasons.

Activities taken by existing FLFV stockholders to increase the likelihood of approval of the Business Combination Proposal and the other Proposals could have a depressive effect on FLFV Common Stock.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FLFV or its securities, the FLFV Initial Stockholders, Thunder Power, or Thunder Power’s stockholders and/or their respective affiliates may enter into transactions with such investors and others to provide them with incentives to acquire FLFV Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on FLFV Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the Special Meeting.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

Even though the Board has obtained and considered the Fairness Opinion in determining whether or not to pursue the Business Combination, the Board has not obtained, nor will it obtain, an additional updated fairness opinion prior to the Closing.

The Board has obtained and considered the Fairness Opinion and supporting analysis provided by an independent investment bank, CHFT, as financial advisor. CHFT provides investment banking and advisory services to institutions and companies. The investment banking practice provides valuation services in connection with financings and

mergers and acquisitions for both public and private companies. CHFT was selected to provide the opinion based on their experience and industry knowledge and their ability to complete the assignment in a timely manner. The service fees in connection with the Fairness Opinion were paid to CHFT separately upon the execution of the engagement and upon the delivery of the Fairness Opinion, and were not contingent upon either the conclusion expressed in CHFT’s opinion or the consummation of the Business Combination. CHFT rendered its Fairness Opinion to the Board that, as of October 26, 2023, the date of the opinion letter, and based upon and subject to the factors and assumptions set forth therein, that the consideration to be paid by FLFV in connection with the Business Combination pursuant to the Merger Agreement is fair, from a financial point of view, to FLFV’s unaffiliated stockholders. The Board has not obtained nor will obtain an additional updated fairness opinion prior to the Closing in the operations and prospects of Thunder Power, general market and economic conditions and other factors that may be beyond the control of FLFV and Thunder Power, and on which the Fairness Opinion was based, may alter the value of FLFV or Thunder Power or the price of the FLFV’s securities by the time the Business Transaction is completed. The Fairness Opinion does not speak to any date other than the date of such opinion, and as such, the opinion will not address the fairness of the Merger Consideration, from a financial point of view, at any date after the date of such opinion, including at the time the Business Combination is completed. See “Proposal 1: The Business Combination Proposal — Basis for the Board’s Recommendation — Fairness Opinion”.

We are dependent upon our current executive officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed the Business Combination.

The FLFV Initial Stockholders have agreed to vote in favor of the Business Combination, regardless of how our Public Stockholders vote.

The FLFV Initial Stockholders have agreed to vote the Founder Shares and Private Shares, as well as any Public Shares purchased during or after the Initial Public Offering, in favor of the Business Combination.

As of the Record Date, the FLFV Initial Stockholders owned and were entitled to vote [    ] shares of FLFV Common Stock (including [    ] Founder Shares and [    ] Private Shares), representing approximately [    ]% of the voting power of the shares of FLFV Common Stock outstanding. As a result, in addition to the Founder Shares and Private Shares, we do not need additional shares in order to have the Business Combination Proposal approved, assuming either all outstanding shares voted or only the quorum is present and voted). Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by our Public Stockholders.

The FLFV Initial Stockholders and FLFV’s advisors may have interests in the Business Combination different from the interests of FLFV’s stockholders.

The FLFV Initial Stockholders have financial interests in the Business Combination that are different from, or in addition to, those of other FLFV stockholders generally. Specifically, the Sponsor paid an aggregate of approximately $20,144, or $0.01 per share, for the Founders Shares which will have a significantly higher value at the time of the Business Combination. In addition, the Sponsor paid an aggregate of approximately $4,788,750, or $10.00 per unit, for the Private Unit. If FLFV does not consummate an initial business combination by March 21, 2024 (or such later date as may be approved by FLFV’s stockholders), the Founder Shares and Private Units held by the Sponsor are not entitled to redemption from the Trust Account and will become worthless. As a result, the Sponsor may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to FLFV stockholders, rather than to liquidate, in which case the Sponsor would lose their entire investment. As a result, the Sponsor may have a conflict of interest in determining whether Thunder Power is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. Additionally, given that the Sponsor collectively acquired 2,014,400 Founder Shares at a purchase price of approximately $0.01 per share and 478,875 Private Units at a purchase price of $10.00 per unit, representing 44.46% of issued and outstanding shares of FLFV Common Stock prior to the Business Combination, and that the Merger Consideration Shares is based on a deemed price per share of $10.00 per share, the Sponsor could make a

substantial profit after the Business Combination from their acquisition of Founder Shares and/or Private Shares as discussed above, even if the Business Combination subsequently declines in value or is unprofitable for the Public Stockholders, or the Public Stockholders experience substantial losses in their investment in PubCo.

Furthermore, as of the date hereof, the Sponsor and/or its designees have loaned FLFV in aggregate $ [    ] in support of FLFV’s operation and extension which are evidenced by the promissory notes issued by FLFV to the Sponsor. The Sponsor has the right, but not the obligation, to convert these promissory notes, in whole or in part, respectively, into the Private Units of FLFV. In addition, as of the date hereof, Thunder Power has funded six Monthly Extension Payments which are evidenced by promissory notes issued by FLFV in the total principal amount of $560,000. FLFV has the obligation to pay to Thunder Power the funds amounting to the principal amount of the Thunder Power Notes. If the Business Combination is terminated pursuant to the Merger Agreement or any reason FLFV fails to complete a business combination within the period provided by its Charter, it is uncertain if FLFV has sufficient working capital held outside the Trust Account to fully repay all the outstanding loans, and the Sponsor may be eventually held liable for FLFV’s liabilities pursuant to its certain indemnification obligations and its outstanding loans will not be paid off. Such outstanding promissory notes may also influence the Sponsor’s decision to approve the Business Combination.

Additionally, the current officers and directors of FLFV, own an aggregate of 401,050 Founder Shares, which they acquired at the aggregate price of $0.01 per share. Further, each of the three independent directors is entitled to be issued 30,000 shares (collectively, “FLFV Independent Director Shares”) of PubCo Common Stock upon the completion of the Business Combination. Therefore, the current officers and directors of FLFV could make a substantial profit after the Business Combination from their acquisition of Founder Shares and FLFV Independent Director Shares as discussed above, even if the Business Combination subsequently declines in value or is unprofitable for the Public Stockholders, or the Public Stockholders experience substantial losses in their investment in PubCo. Furthermore, Mr. Xuedong (Tony) Tian, our Chief Executive Officer and director is the Managing Director and Head of Capital Markets of US Tiger. US Tiger, one underwriter of the Initial Public Offering, received 60,000 Representative Shares and purchased 20,000 Private Unit for $200,000, or $10.00 per unit in connection with the IPO. In the event that FLFV fails to complete a business combination within the period provided in its Charter, those Founder Shares, Representative Shares, and Private Units will not be entitled to redemption rights from the Trust Account and will become valueless. US Tiger will not receive its share of the Deferred Underwriting Amount either. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that FLFV’s directors and officers may have financial or other interests or consideration in the Business Combination that may be different from, or in addition to, the interests of FLFV stockholders. In addition, The Sponsor and FLFV’s officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred related to identifying, investigating, and consummating an initial business combination, provided, that, if FLFV does not consummate the Business Combination, a portion of the working capital held outside the Trust Account may be used by FLFV to repay such reimbursements so long as no proceeds from the Trust Account are used for such repayment. [As of the date hereof, the Sponsor and FLFV’s directors and officers and their respective affiliates had not incurred any reimbursable out-of-pocket expenses.]

In addition, Kevin Vassily, is designated by FLFV as a director of PubCo following consummation of the Business Combination pursuant to the Merger Agreement. Kevin Vassily is also the current independent director of FLFV.

Officers of FLFV negotiated the terms of the Merger Agreement with their counterparts at Thunder Power, and the Board considered these interests, among other matters, when making the determination that the Business Combination is advisable and fair to, and in the best interests of, FLFV and its unaffiliated stockholders. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of FLFV Initial Stockholders and FLFV’s Directors and Officers in the Business Combination” of this proxy statement/prospectus for a detailed discussion of the special interests that the FLFV Initial Stockholders and the Representatives may have in the Business Combination.

Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that FLFV and Thunder Power currently believe are reasonable. The unaudited pro forma condensed combined information

does not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Business Combination with which a substantial majority of our stockholders do not agree.

The Current Charter does not provide a specified maximum redemption threshold, except that in no event will FLFV redeem the Public Shares in an amount that would cause its net tangible assets, after payment of the Deferred Business Combination Fee, to be less than $5,000,001 either immediately prior to or upon the consummation of a business combination (such that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to FLFV’s initial business combination. As a result, FLFV may be able to complete the Business Combination even though a substantial majority of the Public Stockholders do not agree with the Business Combination and have redeemed their shares in connection with the consummation of the Business Combination. In the event that the aggregate redemption requests we would be required to pay for all FLFV Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceed the aggregate amount of cash available to FLFV, FLFV will not complete the Business Combination or redeem any shares, all Public Shares submitted for redemption will be returned to the holders thereof, and FLFV instead may search for an alternate business combination, provided FLFV still has time to complete an alternative business combination under the Current Charter.

FLFV stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of PubCo Common Stock to Thunder Power stockholders, current FLFV stockholders’ percentage ownership will be diluted. Immediately following the Closing and excluding shares of FLFV Common Stock issuable upon the exercise of FLFV’s warrants, (i) assuming that no Public Stockholders exercise their redemption rights, current FLFV stockholders’ percentage ownership in PubCo would be 7.4%, (ii) assuming that Public Stockholders holding 25% of the 651,199 Public Shares exercise their redemption rights, current FLFV stockholders’ percentage ownership in PubCo would be 6.2%, (iii) assuming that Public Stockholders holding 50% of the 1,302,397 Public Shares exercise their redemption rights, current FLFV stockholders’ percentage ownership in PubCo would be 4.9%, and (iv) assuming that a maximum of 1,322,996 Public Shares issued and outstanding as of the Record Date are redeemed to satisfy the $5,000,001 net tangible assets, current FLFV stockholders’ percentage ownership in PubCo would be 4.8%. Additionally, of the expected five members of the board of directors of PubCo, Kevin Vassily is nominated by FLFV, Yuanmei Ma is nominated by FLFV and Thunder Power mutually, and the rest are nominated by Thunder Power. The percentage of the issued and outstanding PubCo Common Stock that will be owned by current FLFV stockholders as a group will vary based on the number of shares of FLFV Common Stock redeemed in connection with the Business Combination. Because of the above, current FLFV stockholders, as a group, will have less influence on the board of directors, management, and policies of PubCo than they now have on the Board, management, and policies of FLFV. See the section entitled “Security Ownership” of this proxy statement/prospectus for an illustration of the number of shares and percentage interests outstanding under scenarios that assume no redemptions and redemptions of Public Shares in the maximum amount.

FLFV Warrants will become exercisable for PubCo Common Stock 30 days after the completion of the Business Combination, which would increase the number of shares eligible for future resale in the public market and result in dilution to FLFV stockholders. Such dilution will increase if more of the Public Shares are redeemed.

Outstanding FLFV Warrants to purchase an aggregate of 10,273,875 shares of PubCo Common Stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. The public FLFV Warrants will become exercisable 30 days after the completion of the Business Combination. The likelihood that those FLFV Warrants will be exercised increases if the trading price of FLFV Common Stock exceeds the exercise price of the warrants. The exercise price of these warrants will be $11.50 per share. Based on the closing price of

FLFV Warrants of $0.012 on Nasdaq on November 17, 2023, such FLFV Warrants have an aggregate market value of approximately $0.1 million. However, there is no guarantee that the FLFV Warrants will ever be in the money after they become exercisable but prior to their expiration, and as such, the FLFV Warrants may expire worthless.

To the extent FLFV Warrants are exercised, additional shares of PubCo Common Stock will be issued, which will result in dilution to the holders of PubCo Common Stock and increase the number of shares eligible for resale in the public market. The dilution caused by the exercise of the FLFV Warrants will increase if a large number of our stockholder’s elect to redeem their shares in connection with the Business Combination. Holders of FLFV Warrants do not have a right to redeem the FLFV Warrants. Further, the redemption of FLFV Common Stock without any accompanying redemption of FLFV Warrants will increase the dilutive effect of the exercise of FLFV Warrants. Sales of substantial numbers of shares issued upon the exercise of FLFV Warrants in the public market or the potential that FLFV Warrants may be exercised could also adversely affect the market price of PubCo Common Stock.

Once FLFV Warrants become exercisable, PubCo may redeem the unexpired FLFV Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your FLFV Warrants worthless.

After the Closing, there will be 10,273,875 FLFV Warrants issued and outstanding which will become exercisable commencing on 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination. Once the FLFV Warrants become exercisable, PubCo has have ability to redeem outstanding FLFV Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of PubCo 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 on the third business day prior to the date on which PubCo gives proper notice of such redemption and provided certain other conditions are met. There is no assurance that the price of FLFV Common Stock or PubCo Common Stock will not exceed the threshold of $16.50 after the Business Combination. If and when the FLFV Warrants become redeemable by PubCo, PubCo may exercise its redemption right even if PubCo is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

PubCo will notify the warrant agent and publicly announce the call for redemption at least thirty (30) days prior to the redemption date and mail the registered holders by first class mail. PubCo will not redeem the FLFV Warrants unless a registration statement under the Securities Act covering the shares of PubCo Common Stock issuable upon exercise of the FLFV Warrants is effective and a current prospectus relating to those shares of PubCo Stock is available throughout the 30-day redemption period, except if the FLFV Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If PubCo elects to redeem the FLFV Warrants on a cashless basis, then PubCo will not receive any cash proceeds from the exercise of such FLFV Warrants.

Redemption of the outstanding FLFV Warrants could force you (i) to exercise FLFV Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell FLFV Warrants at the then-current market price when you might otherwise wish to hold FLFV Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding FLFV Warrants are called for redemption, is likely to be substantially less than the market value of FLFV Warrants.

The FLFV Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the exclusive forum for certain types of actions and proceedings that may be initiated by holders of the FLFV Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with FLFV or PubCo.

Pursuant to the FLFV Warrant Agreement, FLFV (i) agrees that any action, proceeding or claim against it arising out of or relating in any way to the FLFV Warrant Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, (ii) irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim, and (iii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. The provisions will apply to suit, action, proceeding or claim brought to enforce any liability or duty arising under the Securities Act.

Notwithstanding the foregoing, the provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the FLFV

Warrants shall be deemed to have notice of and to have consented to the forum provisions in the FLFV Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the FLFV Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of FLFV Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with FLFV or PubCo, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the FLFV Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, FLFV or PubCo may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect FLFV’s or PubCo’s business, financial condition and results of operations and result in a diversion of the time and resources of FLFV’s or PubCo’s management and board of directors.

At this time, we have not registered the shares of PubCo Common Stock issuable upon exercise of the FLFV Warrants under the Securities Act or any state securities laws, and such registration may not be in place when an investor desires to exercise the FLFV Warrants, thus precluding such investor from being able to exercise the FLFV Warrants except on a cashless basis and potentially causing such FLFV Warrants to expire worthless.

We have not registered the shares of PubCo Common Stock issuable upon exercise of the FLFV Warrants under the Securities Act or any state securities laws at this time. However, under the terms of FLFV Warrant Agreement, we have agreed (a) that as soon as practicable, but in no event later than thirty (30) business days after the closing of our initial business combination, we shall use our reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of PubCo Common Stock issuable upon exercise of the FLFV Warrants, and we shall use its reasonable best efforts to take such action as is necessary to register or qualify for sale, in those states in which the FLFV Warrants were initially offered by us and in those states where holders of the FLFV Warrants then reside, the shares of PubCo Common Stock issuable upon exercise of the FLFV Warrants, to the extent an exemption is not available; and (b) that we will use our reasonable best efforts to cause the same to become effective within sixty (60) business days following the closing of our initial business combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the FLFV Warrants in accordance with the provisions of the FLFV Warrant Agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the FLFV Warrants are not registered under the Securities Act, we will be required to permit holders to exercise their FLFV Warrants on a cashless basis. However, no FLFV Warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their FLFV Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if our PubCo Common Stock is at the time of any exercise of a FLFV 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, we may, at our option, require holders of the FLFV Warrants who exercise their FLFV Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any FLFV Warrant, or issue securities or other compensation in exchange for the FLFV Warrants in the event that we are unable to register or qualify the shares underlying the FLFV Warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the FLFV Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such FLFV Warrant shall not be entitled to exercise such FLFV Warrant and such FLFV Warrant may have no value and expire worthless. In such event, holders who acquired their FLFV Warrants as part of a purchase of FLFV Units will have paid the full FLFV Units purchase price solely for the shares of PubCo Common Stock included in the FLFV Units. If and when the FLFV Warrants become redeemable by us, we may exercise our

redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We will use our best efforts to register or qualify such shares of PubCo Common Stock under the blue sky laws of the state of residence in those states in which the FLFV Warrants were offered by us in the IPO. However, there may be instances in which holders of the public warrants may be unable to exercise such public warrants but holders of our private warrant may be able to exercise such private warrants.

If PubCo does not file and maintain a current and effective prospectus relating to the PubCo Common Stock issuable upon exercise of the FLFV Warrants, holders will only be able to exercise such FLFV Warrants on a “cashless basis.”

If PubCo does not file and maintain a current and effective prospectus relating to the PubCo Common Stock issuable upon exercise of the FLFV Warrants at the time that holders wish to exercise such FLFV Warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration is available. As a result, the number of shares of PubCo Common Stock that holders will receive upon exercise of the FLFV Warrants will be fewer than it would have been had such holder exercised its warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise on a cashless basis and would only be able to exercise their FLFV Warrants for cash if a current and effective prospectus relating to the PubCo Common Stock issuable upon exercise of the FLFV Warrants is available. Under the terms of the FLFV Warrant Agreement, PubCo has agreed to use its best efforts to meet these conditions and to file and maintain a current and effective prospectus relating to the PubCo Common Stock issuable upon exercise of the FLFV Warrants until the expiration of the FLFV Warrants. However, PubCo cannot assure you that it will be able to do so. If PubCO is unable to do so, the potential “upside” of the holder’s investment in PubCo may be reduced or the FLFV Warrants may expire worthless.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of the FLFV Common Stock may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of FLFV Common Stock prior to the Closing may decline. The market value of FLFV Common Stock at the time of the Business Combination may vary significantly from its price on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which FLFV’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of FLFV Common Stock could contribute to the loss of all or part of your investment. Any of the factors listed below could have a material adverse effect on your investment in FLFV Common Stock and FLFV Common Stock may trade at a price significantly below the price you paid for it. In such circumstances, the trading price of FLFV Common Stock may not recover and may experience a further decline.

Factors affecting the trading price of PubCo Common Stock following the Business Combination may include:

•        actual or anticipated fluctuations in PubCo quarterly financial results or the quarterly financial results of companies perceived to be similar to PubCo;

•        changes in the market’s expectations about PubCo’s operating results;

•        success of competitors;

•        PubCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning PubCo or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to PubCo;

•        changes in laws and regulations affecting PubCo’s business;

•        commencement of, or involvement in, litigation involving PubCo;

FLFV’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

The Sponsor has agreed that it will be liable to FLFV if and to the extent any claims by a third party for services rendered or products sold to FLFV, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the funds held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under FLFV’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, FLFV has not asked the Sponsor to reserve for such indemnification obligations, nor has FLFV independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of FLFV. Therefore, we cannot provide any assurance that the Sponsor would be able to satisfy those obligations. None of FLFV officers or directors will indemnify FLFV for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that FLFV’s independent directors would take legal action on behalf of FLFV against the Sponsor to enforce its indemnification obligations to FLFV, it is possible that FLFV’s independent directors, in exercising their business judgment, may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. FLFV has not asked the Sponsor to reserve for such indemnification obligations and we cannot provide any assurance that the Sponsor would be able to satisfy those obligations. Accordingly, we cannot provide any assurance that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.15 per Public Share.

Members of our management team may in the future be involved in governmental investigations and civil litigation relating to the business affairs of companies with which they are, were or may in the future be affiliated.

Members of our management team may in the future be involved in governmental investigations and civil litigation relating to the business affairs of companies with which they are, were or may in the future be affiliated. Any such investigations or litigations may divert our management team’s attention and resources away from consummating the Business Combination, may be detrimental to our reputation, and thus may negatively affect our ability to complete the Business Combination.

FLFV may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including litigation and claims and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices.

Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

The securities price of FLFV may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. We may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by FLFV stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Merger Agreement (as described in the section entitled “The Merger Agreement — Conditions to Consummation of the Merger”), or that other Closing conditions are not satisfied. If FLFV does not complete the Business Combination, FLFV could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

•        negative reactions from the financial markets, including declines in the price of our FLFV Common Stock because current prices reflect a market assumption that the Business Combination will be completed;

•        the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination; and

•        we will have a limited period of time, if any, to complete an alternative initial business combination and we may not be as attractive to potential alternative partners to an initial business combination if we are unable to complete the Business Combination.

Either FLFV or Thunder Power may waive one or more of the conditions to the Business Combination or certain of the other transactions contemplated by the Merger Agreement.

Either FLFV or Thunder Power may agree to waive, in whole or in part, some of the conditions to its obligations to consummate the Business Combination or certain of the other transactions contemplated by the Merger Agreement, to the extent permitted by the Current Charter and applicable laws. For example, it is a condition to FLFV’s obligations to consummate the Business Combination that certain of Thunder Power’s representations and warranties are true and correct in all respects as of the date of Closing, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect. However, if the Board determines that it is in the best interest of FLFV stockholders to waive any such breach, then the Board may elect to waive that condition and consummate the Business Combination.

The existence of financial and personal interests of one or more of FLFV’s directors may result in a conflict of interest on the part of such director(s) between what such director(s) may believe is in the best interests of FLFV and its stockholders and such director(s) may believe is best for such director(s) in determining to recommend that stockholders vote for the proposals. In addition, FLFV’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. As of the date of this proxy statement/prospectus, FLFV does not believe there will be any changes or waivers that its directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there were a change to the terms of the transaction that would have a material impact on the stockholders, FLFV will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of its stockholders with respect to the Business Combination Proposal. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of FLFV Initial Stockholders and FLFV’s Directors and Officers in the Business Combination” of this proxy statement/prospectus for a further discussion of these considerations.

Termination of the Merger Agreement could negatively impact FLFV and Thunder Power.

If the Business Combination is not completed for any reason, including as a result of FLFV stockholders declining to approve the Proposals required to effect the Business Combination, the ongoing businesses of FLFV and Thunder Power may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, FLFV and Thunder Power would be subject to a number of risks, including the following:

•        FLFV or Thunder Power may experience negative reactions from the financial markets, including negative impacts on the price of FLFV’s securities (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

•        FLFV currently has until December 21, 2024 to complete its initial business combination. This deadline may be extended by approval of FLFV stockholders in an amendment to its Current Charter, but such an amendment would cause FLFV to incur substantial expenses to seek additional extension(s) and face increased risk to unwind and liquidate if it does not complete its initial business combination by December 21, 2024 (or such later date as may be approved by FLFV stockholders in an amendment to its Current Charter);

•        Thunder Power may experience negative reactions from its investors;

•        FLFV and Thunder Power will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is consummated; and

•        since the Merger Agreement restricts the conduct of FLFV’s and Thunder Power’s businesses prior to completion of the Business Combination, each of FLFV and Thunder Power may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the sections entitled “Proposal 1 — The Business Combination Proposal” and “The Merger Agreement — Covenants and Agreements of the Parties” of this proxy statement/prospectus for a description of the restrictive covenants applicable to FLFV and Thunder Power).

If the Merger Agreement is terminated and the Board seeks another merger or business combination, FLFV stockholders cannot be certain that FLFV will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See the sections entitled “Proposal 1 — The Business Combination Proposal,” “The Merger Agreement — Termination,” and “The Merger Agreement — Extension Fee” of this proxy statement prospectus for additional information.

The listing of PubCo’s securities on Nasdaq will not benefit from the process undertaken in connection with an underwritten initial public offering.

Upon the Closing, we intend to list the FLFV Common Stock (which will be PubCo Common Stock), the FLFV Warrants (which will be the warrants of PubCo) and FLFV Rights (which will be the rights of PubCo) on Nasdaq under the symbol “AIEV,” “AIEVW” and “AIEVR,” respectively. Unlike an underwritten initial public offering of PubCo’s securities, the listing of PubCo’s securities as a result of the Business Combination will not benefit from the following:

•        the book-building process undertaken by underwriters, which helps to inform efficient price discovery with respect to opening trades of newly listed securities;

•        underwriter support to help stabilize, maintain, or affect the public price of the securities immediately after listing; and

•        underwriter due diligence review of the offering and potential liability for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered, or for statements made by its securities analysts or other personnel.

The lack of such a process in connection with the listing of PubCo’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for PubCo’s securities during the period immediately following the listing than would typically be experienced in connection with an underwritten initial public offering.

The ability of FLFV stockholders to exercise redemption rights with respect to a large number of shares of FLFV Common Stock could increase the probability that the Business Combination would be unsuccessful and that FLFV stockholders would have to wait for liquidation in order to redeem their shares of FLFV Common Stock.

At the time we entered into the Merger Agreement and related transaction documents, we did not know how many stockholders would exercise their redemption rights, and therefore we structured the Business Combination based on our expectations as to the number of shares that will be submitted for redemption. The Merger Agreement requires us to have at least $5,000,001 of net tangible assets upon the consummation of the Business Combination, after giving effect to redemptions of Public Shares, if any, but before any transaction expenses. If a larger number of shares are submitted for redemption than we initially expected, this may limit our ability to complete the Business Combination or optimize our capital structure.

The consummation of the Business Combination is conditioned on, among other things, there being at least $5.0 million in Available Closing Cash at the Closing and completion of the Transaction Financing of at least $5.0 million. There is no guarantee that there will be $5.0 million Available Closing Cash or the Transaction Financing no less than $5.0 million at the Closing. It is possible that Thunder Power could waive them prior to the Closing, subject to compliance with applicable Nasdaq listing requirements, although there is no guarantee that it would. If Thunder Power did waive these conditions in these circumstances, it is possible that PubCo would have insufficient capital to conduct and grow its business after the Closing in the manner described in this proxy statement/prospectus or that PubCo would not be able to meet applicable Nasdaq listing requirements.

Pursuant to the Merger Agreement, among other things, consummation of the Business Combination is subject to the satisfaction or waiver by the respective parties of a number of conditions, including without limitation, the Available Closing Cash at the Closing being no less than $5.0 million including (a) the amount of cash available in the Trust Account immediately prior to the Closing (after payment of amounts due to FLFV stockholders redeeming their Public Shares, and certain expenses related to the consummation of the Business Combination borne by FLFV and Thunder Power, respectively, and the amount necessary to obtain the insurance as provided in the Merger Agreement), as certified, (b) the proceeds of the Transaction Financing, and (c) the amount of cash available in any bank account of Thunder Power as certified. In connection with the 2023 Special Meeting and the Extension, 4,791,507 shares of FLFV Common Stock were tendered for redemption, which represented approximately 49.0% of the total Public Shares at the time of the redemption, and approximately $50.2 million was released from the Trust Account to pay such redeeming stockholders. As a result of this redemption, as of the date hereof, there were 2,604,794 remaining public shares issued and outstanding and there is approximately $28.5 million remaining in the Trust Account that is available for a business combination prior to payment of the deferred business combination fee and other fees and expenses. As of the Record Date, there were [    ] shares of FLFV Common Stock issued and outstanding. It is uncertain how many FLFV stockholders might redeem their Public Shares, how many expenses will be incurred in connection with the Business Combination. There is no guarantee that the parities will be able to obtain sufficient Transaction Financing prior to the Closing. It is possible that Thunder Power could waive them prior to the Closing, subject to compliance with applicable Nasdaq listing requirements, although there is no guarantee that it would.

If Thunder Power did waive these conditions in these circumstances, it is possible that PubCo would have insufficient capital to conduct and grow its business after the Closing in the manner described in this proxy statement/prospectus or that PubCo would not be able to meet applicable Nasdaq listing requirements.

There is no guarantee that a stockholder’s decision to continue to hold shares of FLFV Common Stock following the Business Combination will put the stockholder in a better future economic position than if they decided to redeem their Public Shares for a pro rata portion of the Trust Account, and vice versa.

FLFV can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in FLFV’s share price, and may result in a lower value realized now than a stockholder of FLFV might realize in the future had the stockholder redeemed their shares. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, including the Business Combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect such stockholder’s individual situation.

If FLFV stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their FLFV Common Stock for a pro rata portion of the funds held in the Trust Account.

To exercise their redemption rights, holders of FLFV Common Stock are required to deliver their shares, either physically or electronically using Depository Trust Company’s DWAC System, to FLFV’s transfer agent prior to the vote at the Special Meeting. If a Public Stockholder fails to properly seek redemption as described in this proxy statement/prospectus and the Business Combination is consummated, such holder will not be entitled to redeem these shares for a pro rata portion of funds deposited in the Trust Account. See the section entitled “Special Meeting of FLFV Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

Stockholders of FLFV who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

Public Stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things, as fully described in the section entitled “Special Meeting of FLFV Stockholders — Redemption Rights,” deliver their shares (either physically or electronically) to Continental (or through DTC to Continental) prior to            .

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Public Shares.

A Public Stockholder, together with any of such Public Stockholder’s affiliates or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate such Public Stockholder’s shares or, if part of such a group, the group’s shares, with respect to 15% or more of the Public Shares. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, FLFV will require each Public Stockholder seeking to exercise redemption rights to certify to FLFV whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to FLFV at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which FLFV makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over FLFV’s ability to consummate the Business Combination and you could suffer a material loss on your investment in FLFV if you sell such excess shares in open market transactions. Additionally, Public Stockholders will not receive redemption distributions with respect to such excess shares if FLFV consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the Public Shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. FLFV cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of FLFV Common Stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge FLFV’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, FLFV’s stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, Public Stockholders may be forced to sell their Public Shares and/or FLFV Warrants, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (1) the completion of the Business Combination (or an alternative initial business combination if the Business Combination is not consummated for any reason), and then only in connection with those Public Shares that such stockholder properly elected to redeem; (2) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Current Charter (a) to modify the substance or timing of FLFV’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Public Shares if FLFV does not complete an initial business combination within the applicable time period or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of Public Shares if FLFV has not completed an initial business combination within the required time periods, subject to applicable law and as further described herein. Public Stockholders who redeem their Public Shares in connection with a stockholder vote described in clause (b) in the preceding sentence will not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if FLFV has not completed the Business Combination within the required time period, with respect to such Public Shares so redeemed. In no other circumstances will a Public Stockholder have any right or interest of any kind in the Trust Account. Holders of the FLFV Warrants will not have any right to the proceeds held in the Trust Account with respect to the FLFV Warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or FLFV Warrants, potentially at a loss.

Thunder Power is not controlled by a non-U.S. person and does not have any substantial ties with a non-U.S. person. As a result, we do not expect the Business Combination to result in “control” of a “U.S. business” by a “foreign person.” under the regulations administered by CFIUS. Additionally, we do not expect the business of Thunder Power to be deemed to have a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” under the regulations administered by CFIUS.

Notwithstanding the above, if our determination is not correct, or if the regulations change or are interpreted differently in the future, the Business Combination may be subject to CFIUS review or review by another U.S. governmental entity and ultimately prohibited. Even if it not prohibited, any review by CFIUS or another government entity may have outsized impacts on, among other things, the certainty, timing and feasibility of the Business Combination, which would significantly limit or completely hinder our ability to complete the Business Combination and force FLFV to liquidate and our warrants to expire worthless, preventing the possibility of any price appreciation that may have occurred in our securities following the Business Combination.

Changes in laws or regulations related to business combination transactions involving SPACs may materially adversely affect FLFV’s ability to negotiate and complete an initial business combination (including the proposed Business Combination with Thunder Power).

FLFV is subject to laws and regulations enacted by national, regional, and local governments. In particular, FLFV will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on FLFV’s business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on FLFV’s business, including FLFV’s ability to negotiate and complete FLFV’s initial business combination and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies, amending the financial statement requirements applicable to transactions involving shell companies, enhancing disclosures regarding projections in SEC filings in connection with proposed business combination transactions, increasing the potential liability of certain participants in proposed business combination transactions, and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in a revised form, may materially adversely affect FLFV’s ability to (i) complete the Business Combination with Thunder Power, or (ii) if FLFV does not complete the Business Combination with Thunder Power, to engage financial and capital market advisors and negotiate and complete an alternative initial business combination, and, in each case, may increase the costs and time related thereto.

A new 1% U.S. federal excise tax could be imposed on FLFV in connection with redemptions by FLFV of FLFV’s shares.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into federal law. The Inflation Reduction Act 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 (each, a “covered corporation”). Because FLFV is a Delaware corporation and its securities are traded on Nasdaq, FLFV is a “covered corporation” for this purpose. 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. The U.S. Department of 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 Inflation Reduction Act applies only to repurchases that occur after December 31, 2022. On December 27, 2022, Treasury issued a notice that provides interim operating rules for the excise tax, including the rules governing the calculation and reporting of the excise tax, on which taxpayers may rely until the forthcoming proposed U.S. Department of the Treasury regulations addressing the excise tax are published. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change.

SPECIAL MEETING OF FLFV STOCKHOLDERS

General

FLFV is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on [    ] and at any adjournment or postponement thereof. This proxy statement/prospectus provides FLFV’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time, and Place

The Special Meeting will be held on [    ], at [    ], Eastern Time, via live webcast at the following address: [    ]. In light of the COVID-19 pandemic and to support the well-being of FLFV’s stockholders, directors and management, the Special Meeting will be completely virtual.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of FLFV Common Stock at the close of business on [    ], 2024, which is the Record Date. You are entitled to one vote for each share of FLFV Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank, or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were [    ] shares of FLFV Common Stock outstanding, of which [    ] are Public Shares, and [    ] shares are held by the FLFV Initial Stockholders.

Vote of the FLFV Initial Stockholders, Directors, and Officers

In connection with the Initial Public Offering, FLFV entered into the IPO Letter Agreement with each of its Sponsor, directors, and officers pursuant to which each agreed to vote the Founder Shares, Private Shares, and any Public Shares owned by them in favor of the Business Combination Proposal and for all other proposals presented at the Special Meeting (including the Proposals). Pursuant to the IPO Letter Agreement, the FLFV Initial Stockholders have waived any redemption rights, including with respect to shares of FLFV Common Stock purchased in the Initial Public Offering or thereafter in the open market, in connection with a business combination. The Founder Shares and Private Shares have no redemption rights upon FLFV’s liquidation and will be worthless if no business combination is effected in the required time period. As of the Record Date, the FLFV Initial Stockholders held [        ] shares of FLFV Common Stock, representing approximately [    ]% of the voting power of the outstanding shares of FLFV Common Stock.

Quorum and Required Vote for Proposals

A quorum of FLFV stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of FLFV Common Stock entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. As of [    ], the Record Date, there were [    ] shares of FLFV Common Stock outstanding; therefore, a total of [    ] shares of FLFV Common Stock must be represented at the Special Meeting in order to constitute a quorum. Abstentions and withheld votes will count as present for the purposes of establishing a quorum, but will not count as votes cast at the Special Meeting for any of the Proposals (except for the Charter Amendment Proposal, for which abstentions and withheld votes will have the same effect as a vote “AGAINST”). Because the Proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the Proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present. As of the Record Date, the FLFV Initial Stockholders holds approximately [    ]% of the outstanding shares of FLFV Common Stock.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the shares of FLFV Common Stock cast in respect of the Business Combination Proposal and entitled to vote thereon at the Special Meeting. The approval of the Charter Amendment Proposal requires a majority vote of outstanding FLFV Common Stock entitled to vote thereon. The Nasdaq Stock Issuance Proposal, the 2024 Plan Proposal, the Adjournment Proposal, and each of the Advisory Charter Amendment Proposals also requires the affirmative vote of the holders of a majority of the shares of FLFV Common Stock cast in respect of the relevant Proposal and entitled

to vote thereon at the Special Meeting. The approval of the Director Election Proposal requires a plurality vote of the shares of FLFV Common Stock cast in respect of that Proposal present in person (including virtual presence) or represented by proxy and entitled to vote thereon at the Special Meeting.