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THUNDER POWER HOLDINGS, INC.
(f/k/a Feutune Light Acquisition Corporation)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2024 and December 31, 2023
(Expressed in U.S. dollar, except for the number of shares)

September 30,
2024

December 31,
2023

(Audited)

ASSETS

Current Assets

Cash

$

33,636

$

196,907

Deferred offering costs

—

429,750

Prepaid expenses for forward purchase contract

13,114,964

—

Other current assets

338,289

623,221

Total Current Assets

13,486,889

1,249,878

Non-current Assets

Property and equipment, net

344

1,974

Right of use assets

11,453

5,740

Total Non-current Assets

11,797

7,714

Total Assets

$

13,498,686

$

1,257,592

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Advance of subscription fees from shareholders

$

—

$

590,000

Amount due to related parties

1,369,035

68,992

Other payable and accrued expenses

2,646,139

97,297

Lease liabilities

10,294

—

Underwriter fee payable

2,921,250

—

Total Current Liabilities

6,946,718

756,289

Total Liabilities

6,946,718

756,289

Commitments and Contingencies (Note 11)

Shareholders’ Equity

Common stock ($0.0001 par value, 1,000,000,000 shares authorized; 50,716,094 and 37,488,807 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)*

5,072

3,749

Additional paid-in capital*

43,450,668

34,927,449

Accumulated loss

(36,904,151

)

(34,429,895

)

Accumulated other comprehensive income

379

—

Total Shareholders’ Equity

6,551,968

501,303

Total Liabilities and Shareholders’ Equity

$

13,498,686

$

1,257,592

*

The share information and additional paid-in capital are presented on a retroactive basis to reflect the reverse recapitalization on June 21, 2024 (see the discussion under the heading “Reverse Recapitalization” in “Note 1 – Organization and Business Description”).

The accompanying notes are an integral part of the unaudited consolidated financial statements.

THUNDER POWER HOLDINGS, INC.
(f/k/a Feutune Light Acquisition Corporation)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three and Nine Months Ended September 30, 2024 and 2023
(Expressed in U.S. dollar, except for the number of shares and loss per share)

For the Three Months Ended
September 30,

For the Nine Months Ended
September 30,

2024

2023

2024

2023

Revenues

$

—

$

—

$

—

$

—

Operating expenses

General and administrative expenses

(912,314

)

(645,635

)

(2,474,043

)

(1,594,212

)

Total operating expenses

(912,314

)

(645,635

)

(2,474,043

)

(1,594,212

)

Other income (expenses), net

Foreign currency exchange loss

(3

)

(513

)

(213

)

(514

)

Total other expenses, net

(3

)

(513

)

(213

)

(514

)

Loss before income taxes

(912,317

)

(646,148

)

(2,474,256

)

(1,594,726

)

Income tax expenses

—

—

—

—

Net loss

(912,317

)

(646,148

)

(2,474,256

)

(1,594,726

)

Other comprehensive income

Foreign currency adjustments

379

—

379

—

Comprehensive loss

$

(911,938

)

$

(646,148

)

$

(2,473,877

)

$

(1,594,726

)

Loss per share – basic and diluted*

$

(0.02

)

$

(0.02

)

$

(0.06

)

$

(0.05

)

Weighted average shares – basic and diluted*

50,552,367

36,609,437

42,729,350

33,988,602

*

The shares and per share information are presented on a retroactive basis to reflect the reverse recapitalization on June 21, 2024 (see the discussion under the heading “Reverse Recapitalization” in “Note 1 - Organization and Business Description”).

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

THUNDER POWER HOLDINGS, INC.
(f/k/a Feutune Light Acquisition Corporation)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICITS)
For the Three and Nine Months Ended September 30, 2024 and 2023
(Expressed in U.S. dollar, except for the number of shares)

Common stock

Additional

Accumulated
other

Total
shareholders’

Number of
stock*

Amount*

paid-in
capital *

Accumulated
loss

comprehensive
income

equity
(deficits)

Balance as of December 31, 2023

37,488,807

$

3,749

$

34,927,449

$

(34,429,895

)

$

—

$

501,303

Capital injection from shareholders

1,310,740

131

489,869

—

—

490,000

Net loss

—

—

—

(214,043

)

—

(214,043

)

Balance as of March 31, 2024

38,799,547

$

3,880

$

35,417,318

$

(34,643,938

)

$

—

$

777,260

Capital injection from shareholders

1,200,453

120

456,680

—

—

456,800

Reverse recapitalization (Note 1)

5,279,673

528

3,973,308

—

—

3,973,836

Issuance of common stock to a financial advisor (Note 8)

1,200,000

120

(120

)

—

—

—

Issuance of common stock to independent directors

90,000

9

899,991

—

—

900,000

Share-based compensation

—

—

107,712

—

—

107,712

Settlement of working capital loans

289,960

29

2,635,971

—

—

2,636,000

Net loss

—

—

—

(1,347,896

)

—

(1,347,896

)

Balance as of June 30, 2024

46,859,633

$

4,686

$

43,490,860

$

(35,991,834

)

$

—

$

7,503,712

Payment of offering cost

—

—

(61,745

)

—

—

(61,745

)

Issuance of ordinary shares pursuant to forward purchase contracts

3,706,461

371

(371

)

—

—

—

Issuance of ordinary shares pursuant to a private placement

150,000

15

(15

)

—

—

—

Share-based compensation to a non-employee (Note 10)

—

—

21,939

—

—

21,939

Net loss

—

—

—

(912,317

)

—

(912,317

)

Foreign exchange adjustments

—

—

—

—

379

379

Balance as of September 30, 2024

50,716,094

$

5,072

$

43,450,668

$

(36,904,151

)

$

379

$

6,551,968

Balance as of December 31, 2022

31,754,844

$

3,175

$

32,091,251

$

(32,614,251

)

$

—

$

(519,825

)

Capital injection from shareholders

563,823

56

299,944

—

—

300,000

Share-based compensation

—

—

45

—

—

45

Net loss

—

—

—

(210,135

)

—

(210,135

)

Balance as of March 31, 2023

32,318,667

$

3,231

$

32,391,240

$

(32,824,386

)

$

—

$

(429,915

)

Capital injection from shareholders

2,183,887

218

1,071,306

—

—

1,071,524

Net loss

—

—

—

(738,443

)

—

(738,443

)

Balance as of June 30, 2023

34,502,554

$

3,449

$

33,462,546

$

(33,562,829

)

$

—

$

(96,834

)

Capital injection from shareholders

2,835,526

284

1,390,966

—

—

1,391,250

Issuance of ordinary shares to a related party to settle liabilities due to the related party

150,727

15

73,938

—

—

73,953

Net loss

—

—

—

(646,148

)

—

(646,148

)

Balance as of September 30, 2023

37,488,807

$

3,748

$

34,927,450

$

(34,208,977

)

$

—

$

722,221

*

The share information and additional paid-in capital are presented on a retroactive basis to reflect the reverse recapitalization on June 21, 2024 (see the discussion under the heading “Reverse Recapitalization” in “Note 1 - Organization and Business Description”).

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

THUNDER POWER HOLDINGS, INC.
(f/k/a Feutune Light Acquisition Corporation)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2024 and 2023
(Expressed in U.S. dollar)

For the Nine Months Ended
September 30,

2024

2023

Cash flows from operating activities:

Net loss

$

(2,474,256

)

$

(1,594,726

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expenses

1,630

3,769

Amortization of right of use assets

20,160

19,801

Share-based compensation

1,007,712

331,295

Share-based settlement expenses

—

479,174

Changes in operating assets and liabilities:

Other current assets

37,579

(11,745

)

Amount due to related parties

74,983

219,531

Other payable and accrued expenses

442,413

—

Lease liabilities

(15,579

)

656

Net cash used in operating activities

(905,358

)

(552,245

)

Cash flows from investing activities:

Cash acquired in reverse capitalization

929,302

—

Net cash provided by investing activities

929,302

—

Cash flows from financing activities:

Subscription fees advanced from shareholders

—

1,160,000

Subscription fees received from shareholders

356,800

—

Payment of offering cost

(999,700

)

—

Return of subscription fees to an investor

—

(100,000

)

Borrowings from a related party

710,060

—

Repayment of borrowings to a related party

(25,000

)

—

Payment of extension loans

(380,000

)

(315,000

)

Proceeds of prepayment shortfall under forward purchase contract

150,000

—

Net cash (used in) provided by financing activities

(187,840

)

745,000

Effect of exchange rates on cash

625

—

Net (decrease) increase in cash

(163,271

)

192,755

Cash at beginning of period

196,907

250,386

Cash at end of period

$

33,636

$

443,141

Supplemental cash flow information

Cash paid for interest expense

$

—

$

—

Cash paid for income tax

$

—

$

—

Non-cash investing and financing activities

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

$

25,824

$

—

Transfer of advance of subscription fees from shareholders to equity

$

590,000

$

300,000

Payable of expenses directly related to the business combination

$

1,353,913

—

Issuance of ordinary shares to settle the liabilities due to a controlling shareholder

$

—

$

609,958

Issuance of ordinary shares to settle the liabilities due to a related party

$

—

$

56,346

Share based compensation to a nonemployee as part of offering cost

$

21,939

$

—

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.