Thunder Power Holdings, Inc.(AIEV) - 2022 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Presents Feutune Light Acquisition Corporation's unaudited financial statements and related disclosures for the period ended June 30, 2022 Item 1. Unaudited Financial Statements Presents Feutune Light Acquisition Corporation's unaudited condensed financial statements and notes for the period ended June 30, 2022 Condensed Balance Sheet Details the company's financial position, including assets, liabilities, and equity, as of June 30, 2022 Condensed Balance Sheet | Assets/Liabilities/Equity | Amount ($) | | :------------------------ | :--------- | | Cash | 1,029,523 | | Investments held in Trust Account | 99,238,935 | | Total Assets | 100,268,458 | | Total Current Liabilities | 51,022 | | Deferred underwriters' discount | 3,421,250 | | Total Liabilities | 3,472,272 | | Common stock subject to possible redemption | 99,216,250 | | Total Stockholders' Deficit | (2,420,064) | Condensed Statement of Operations Reports the company's revenues, expenses, and net loss for the three months and inception period ended June 30, 2022 Condensed Statement of Operations | Item | Three Months Ended June 30, 2022 ($) | Inception through June 30, 2022 ($) | | :---------------------------------------- | :----------------------------------- | :---------------------------------- | | Formation and operating costs | 93,423 | 93,974 | | Franchise tax expenses | 2,333 | 2,333 | | Loss from Operations | (95,756) | (96,307) | | Interest earned on investment held in Trust Account | 22,685 | 22,685 | | Net Loss | (73,071) | (73,622) | | Basic and diluted net income per share (redeemable common stock) | 16.65 | 16.59 | | Basic and diluted net loss per share (attributable to Feutune Light Acquisition Corporation) | (4.12) | (4.18) | Condensed Statement of Changes in Stockholders' Equity (Deficit) Outlines changes in the company's equity (deficit) from inception to June 30, 2022, including stock issuance and net loss Condensed Statement of Changes in Stockholders' Equity (Deficit) | Item | Amount ($) | | :------------------------------------ | :--------- | | Balance as of January 19, 2022 (inception) | - | | Founder shares issued | 25,000 | | Sale of public units | 97,750,000 | | Sale of private placement shares | 4,988,750 | | Underwriters' discount | (5,376,250) | | Other offering expenses | (517,692) | | Reclassification of common stock subject to redemption | (93,830,225) | | Accretion of carrying value to redemption value | (11,279,967) | | Net loss | (73,071) | | Balance as of June 30, 2022 | (2,420,064) | Statement of Cash Flows Summarizes the company's cash inflows and outflows from operating, investing, and financing activities for the period ended June 30, 2022 Statement of Cash Flows | Cash Flow Category | Amount ($) | | :---------------------------------- | :--------- | | Net Cash Used in Operating Activities | (45,285) | | Net Cash Used in Investing Activities | (99,216,250) | | Net Cash Provided by Financing Activities | 100,291,058 | | Net Change in Cash | 1,029,523 | | Cash, June 30, 2022 | 1,029,523 | Notes to Condensed Financial Statements Provides detailed explanations of the company's organization, significant accounting policies, investments, and key transactions - The Company is a newly organized blank check company, incorporated on January 19, 2022, for a business combination, with no operating revenues yet generated[22][23] - The IPO on June 21, 2022, generated $97,750,000 from 9,775,000 units at $10.00 per unit, with a concurrent private placement yielding $4,988,750 from 498,875 units[24][25] - Total transaction costs amounted to $6,411,757, covering underwriting fees, offering costs, and the fair value of 60,000 Representative Shares[27] - Post-IPO, $99,216,250 was deposited into a U.S.-based Trust Account for investment in U.S. government treasury bills or money market funds[30] - The Company, as an 'emerging growth company,' has elected not to opt out of the extended transition period for new accounting standards[38][39] - Investments in the Trust Account, totaling $99,238,935 as of June 30, 2022, are classified as trading securities in money market funds invested in short-term U.S. Treasury securities[42][62][64] - Common stock subject to possible redemption is classified as temporary equity at a redemption value of $10.20 per share, with immediate recognition of redemption value changes[48] - The Sponsor acquired 2,443,750 Class B common stock (Founder Shares) for $25,000, and a $280,000 promissory note from the Sponsor was repaid on June 21, 2022[73][78] - As of June 30, 2022, 10,273,875 Rights and 10,273,875 Warrants were outstanding, with warrants having an exercise price of $11.50 per share and valued using the Monte Carlo Model[91][98] - No income tax expense was recognized through June 30, 2022, and deferred tax assets of $15,461 were fully offset by a valuation allowance due to realization uncertainty[99] - No subsequent events requiring adjustment or disclosure were identified through August 15, 2022[101] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on the company's financial condition, operational results, liquidity, and critical accounting policies Overview Introduces Feutune Light Acquisition Corporation as a blank check company formed for a business combination - Feutune Light Acquisition Corporation is a blank check company formed on January 19, 2022, to effect a business combination using IPO and private placement proceeds[106] Recent Development Highlights the company's recent IPO, private placement, and the establishment of its trust account - The IPO on June 21, 2022, generated $97,750,000 from 9,775,000 units, with a concurrent private placement yielding $4,988,750 from 498,875 units[109][110] - A total of $99,216,250 was placed in a trust account for public stockholders and underwriters[110] - The Company has until March 21, 2023, to complete its initial Business Combination, with potential extensions until December 21, 2023[112] Results of Operations Discusses the company's financial performance, noting no operating revenues and a net loss for the period - The Company has not generated operating revenues, with activities focused on organization and IPO preparation, expecting non-operating income from marketable securities interest[113] Net Loss | Period | Net Loss ($) | | :-------------------------------------- | :----------- | | Three months ended June 30, 2022 | (73,071) | | Inception (Jan 19, 2022) through June 30, 2022 | (73,622) | Liquidity and Capital Resources Examines the company's cash position, working capital, and the intended use of funds from its IPO and private placement - Initial liquidity came from a $25,000 Sponsor payment for insider shares and a repaid $500,000 unsecured promissory note from the Sponsor[115] - As of June 30, 2022, the Company held $1,029,523 in cash and $978,501 in working capital (excluding deferred offering costs)[117] - Trust Account funds are primarily for the Business Combination, while external funds support target business identification, evaluation, and due diligence[118][120] - The Sponsor or affiliates may loan up to $3,000,000 for transaction costs, convertible into Private Placement Units, with no borrowings as of June 30, 2022[121][122] Off-Balance Sheet Financing Arrangements Confirms the absence of any off-balance sheet arrangements as of June 30, 2022 - The Company has no off-balance sheet arrangements, including obligations, assets, or liabilities, as of June 30, 2022[123] Contractual Obligations States the company has no long-term debt or lease obligations, but notes registration rights for certain shareholders - As of June 30, 2022, the Company has no long-term debt, capital lease, operating lease, or other long-term liabilities[124] - Holders of founder shares, Private Placement Units, and working capital units possess registration rights, with the Company covering associated expenses[125] Critical Accounting Policies Outlines the key accounting principles applied in preparing the financial statements, including fair value measurements and income taxes - Financial statements conform to US GAAP and SEC rules, with interim information remaining unaudited[127] - Trust Account investments are classified as trading securities at fair value, with gains/losses recognized as interest income[129] - Offering costs are charged to stockholders' equity upon IPO completion[130] - Warrants are equity-classified instruments, recorded as a component of equity upon issuance[131][132] - Common stock subject to possible redemption is classified as temporary equity at redemption value, with immediate recognition of changes[134] - Income taxes follow ASC 740, requiring deferred tax asset/liability recognition and a valuation allowance for uncertain realization; no income tax expense or unrecognized tax benefits as of June 30, 2022[135][137] - Net income (loss) per share is determined by ratably allocating undistributed income (loss) between redeemable and non-redeemable common stock[142] - Management believes no recently issued, but not yet effective, accounting pronouncements would materially affect the financial statements[143] Item 3. Quantitative and Qualitative Disclosures about Market Risk States that the company has no material market risk disclosures applicable - This item is not applicable to the company[144] Item 4. Controls and Procedures Details the evaluation of the company's disclosure controls and procedures, concluding they were effective as of June 30, 2022 - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2022[145] - No material changes in internal control over financial reporting occurred during the fiscal quarter[148] PART II – OTHER INFORMATION Provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings The company is not a party to any material legal proceedings, nor have any been threatened - The Company is not a party to any material legal proceedings, nor have any been threatened[150] Item 1A. Risk Factors Refers to previously disclosed risk factors, confirming no material changes as of the report date - No material changes have occurred to the risk factors disclosed in the Company's final prospectus dated June 17, 2022[151] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Details the unregistered sale of Private Placement Units and the allocation of IPO and private placement proceeds to the Trust Account - On June 21, 2022, the Company completed a private placement of 498,875 Private Placement Units to its Sponsor and US Tiger, generating $4,988,750 in gross proceeds[152] - Net proceeds of $99,216,250 from the IPO ($97,750,000) and Private Placement ($4,988,750) were deposited into the Trust Account[154][155] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[156] Item 4. Mine Safety Disclosures This item is not applicable to the company - This item is not applicable[157] Item 5. Other Information The company reports no other information for this item - None[158] Item 6. Exhibits Lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including certifications and XBRL documents Exhibits | No. | Description of Exhibit | | :-------- | :----------------------------------------------------------------------------------------------------------------- | | 31.1* | Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2* | Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1* | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 32.2* | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS* | Inline XBRL Instance Document | | 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | | 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | | 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | SIGNATURES Contains the required signatures of the company's Chief Executive Officer and Chief Financial Officer, certifying the report - The report is duly signed by Xuedong (Tony) Tian, CEO, and Yuanmei Ma, CFO, on August 15, 2022[164]