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Item 1. Business

2026-04-07 compared with 2025-03-31 · 231 added, 494 removed, 352 unchanged (67% of the section changed)

Corporate History and Background

Prior to June 21, 2024,

we were known as Feutune Light Acquisition Corporation, a Delaware corporation (“FLFV”), and Feutune Light Merger Sub, Inc.,

Prior to June 21, 2024, we

were known as Feutune Light Acquisition Corporation, a Delaware corporation (“FLFV”), and Feutune Light Merger Sub, Inc.,

a Delaware corporation and wholly owned subsidiary of FLFV (“Merger Sub”).

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Combination”).

At the closing of the Business Combination, FLFV was renamed as “Thunder Power

At the closing of the Business Combination (the “Closing”), FLFV was renamed as “Thunder Power

Holdings, Inc.” Unless the context indicates otherwise, references in this prospectus to the “Company,” “Thunder

Power Holdings,” “we,” “us,” “our” and similar terms refer to Thunder Power Holdings, Inc.

(f/k/a Feutune Light Acquisition Corporation).

References to “FLFV” refer to our predecessor company prior to the consummation

of the Business Combination.

References to “FLFV” refer to our predecessor company prior to the consummation of the Business Combination.

Thunder Power

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(“TP HK”) was established as a wholly owned subsidiary of Thunder Power with the intention to act as

a financial and operational hub of Thunder Power, to deal with various corporate actions such as fundraising, back-office operations

and bridge the operations between China and Europe.

On April 8, 2016, China New Energy Vehicle Company Limited (“China NEV”)

was established as a subsidiary of Thunder Power.

On August 6, 2021, the Board of Directors of the Thunder Power approved the spin-off

of China NEV and TP HK, and the transaction was completed on December 14, 2021 with no cash consideration.

Upon consummation of the spin-off,

Thunder Power no longer holds any equity shares in China NEV and TP HK and retains only one subsidiary.

Thunder Power New Energy Vehicle

Development Company Limited (“TP NEV”) which was established in accordance with laws and regulations of British Virgin Islands

on October 19, 2016.

a financial and operational hub of Thunder Power, to deal with various corporate actions such as fundraising, back-office operations and

bridge the operations between China and Europe.

As from December 14, 2021, Thunder Power retains only one subsidiary, Thunder Power New

Energy Vehicle Development Company Limited (“TP NEV”) which was established in accordance with laws and regulations of British

Virgin Islands on October 19, 2016.

Thunder Power is a technology

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technologies which are the building blocks of the Thunder Power family of EVs.

Thunder Power Holdings, Inc., a Delaware corporation,

was incorporated in January 2022 as a blank check company under the name Feutune Light Acquisition Corporation (“FLFV”).

In June 2024, the Company completed its Business Combination with Thunder Power Holdings Limited (“Thunder Power”), which

resulted in Thunder Power becoming a wholly-owned subsidiary of the Company.

Thunder Power’s wholly-owned subsidiary, Thunder Power

New Energy Vehicle Development Company Limited, a company established in accordance with the laws and regulations of the British Virgin

Islands on October 19, 2016 (“TP NEV”), has developed several proprietary technologies which are the building blocks of the

Thunder Power family of EVs.

Thunder Power’s wholly-owned subsidiary, Thunder

Power New Energy Vehicle Development Company Limited, a company established in accordance with the laws and regulations of the British

Virgin Islands on October 19, 2016 (“TP NEV”), has developed several proprietary technologies which are the building blocks

of the Thunder Power family of EVs.

Thunder Power is a holding company with no operations that was incorporated under the laws and regulations

of the British Virgin Islands with limited liability on September 30, 2015.

You can find additional

information on our website at https://aiev.ai/.

The information contained on, or that can be accessed through, our website is not part of,

and is not incorporated into, this Annual Report on Form 10-K.

You can find additional information

on our website at www.aiev.com.

The information contained on, or that can be accessed through, our website is not part of, and is not

incorporated into, this Annual Report on Form 10-K.

Our Business Divisions

We envision to structure

our operations into three different divisions:

We envision to structure our

operations into three different divisions:

vehicle development, strategic alliance and mergers and acquisitions, and trade and consulting,

each of which intend to address a large, fragmented market.

each of which intends to address large and fragmented markets.

Vehicle Development

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Core Products, Niche Offerings, and Collaborative Projects.

At the heart of Thunder

Power’s product portfolio is the Compact City Car, which is scheduled for launch in 2027.

This model integrates Thunder Power’s

proprietary innovations, developed prior to its public listing, with state-of-the-art technical solutions.

The vehicle’s design

is led by renown European designer, ensuring a blend of functionality and aesthetic appeal.

We expect to outsource the initial production

to facilities in Italy, with an option for insourced production beginning in 2029.

At the heart of Thunder Power’s

product portfolio is the Compact City Car, which is scheduled for launch in 2028.

This model integrates Thunder Power’s proprietary

innovations, developed prior to its public listing, with state-of-the-art technical solutions.

The vehicle’s design is led by renown

European designer, ensuring a blend of functionality and aesthetic appeal.

We expect to outsource the initial production to facilities

in Italy, with an option for insourced production beginning in 2030.

Key features of our Compact

City Car include:

Craftsmanship:

An affordable, compact sports car that reflects Italian design, quality, and

driving spirit.

● Driver-Focused

● Italian Craftsmanship:

An affordable, compact sports car that reflects Italian design, quality, and driving

● Driver-Focused Experience:

Engineered for superior ride and handling, prioritizing driver engagement with

a human-centric design and minimal reliance on screens.

● Integrated Smart AI:

Advanced AI software offering personalized features such as maps, driving modes,

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symmetry of parts to simplify both manufacturing and assembly processes, adhering to niche manufacturing principles.

We also aim to to

minimize the number of unique components by promoting design repeatability.

The Compact City Car is planned to integrate a combination

of internal and external “off the shelf” parts alongside new development components, enhancing efficiency and reducing complexity

in production.

Compact City Car is designed to cater to a younger, urban demographic of first-time car buyers who value sustainability and view

their car as an extension of their identity and lifestyle.

The initial launch will target Taiwan as

a pilot market, with subsequent expansion planned in Asia and Europe .

We also aim to minimize

the number of unique components by promoting design repeatability.

The Compact City Car is planned to integrate a combination of internal

and external “off the shelf” parts alongside new development components, enhancing efficiency and reducing complexity in production.

The City Car is designed

to cater to a younger, urban demographic of first-time car buyers who value sustainability and view their car as an extension of their

identity and lifestyle.

The initial launch will target Taiwan as a pilot market, with subsequent expansion planned in Asia

Niche Offerings

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These offerings are positioned as complementary vehicles for households, rather than primary functional cars.

Leveraging its existing

chassis and technologies, we are well-position to develop and launch the Sports Coupe, a high-performance luxury vehicle that combines

European styling with superior craftsmanship and driving dynamics.

Drawing inspiration from other succesfful benchmarks, this model is

designed to deliver exceptional comfort and performance, with a targeted starting retail price of $100,000.

Production will be outsourced

Leveraging its existing chassis

and technologies, we are well-position to develop and launch the Sports Coupe, a high-performance luxury vehicle that combines European

styling with superior craftsmanship and driving dynamics.

Drawing inspiration from other successful benchmarks, this model is designed

to deliver exceptional comfort and performance, with a targeted starting retail price of $100,000.

Production will be outsourced to Italy.

We also expect to explore

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classic cars to electric powertrains.

This approach provides a unique driving experience while reducing emissions, appealing to both

sustainability-minded and performance-driven customers.

This approach provides a unique driving experience while reducing emissions, appealing to both sustainability-minded

and performance-driven customers.

Through these niche offerings,

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Collaborative Projects

We actively pursue pursuing

joint venture and collaboration opportunities to expand its footprint in emerging automotive segments.

This includes leveraging its AIEV

design framework to enhance third-party platforms for exclusive markets.

We are actively pursuing joint ventures and collaboration opportunities

to expand its footprint in emerging automotive segments.

This includes leveraging its AIEV design framework to enhance third-party platforms

for exclusive markets.

One of the Company’s

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We are committed to pursuing

a proactive mergers and acquisitions strategy, primarily targeting opportunities within the clean energy sector and related industries.

a proactive merger and acquisitions strategy, primarily targeting opportunities within the clean energy sector and related industries.

The focus will be on acquisitions that are immediately revenue-generating, reinforcing the Company’s financial position while creating

synergies with its core business.

On December 19, 2024,

we entered into a share exchange agreement with certain shareholders (“TW Shareholders”) of Electric Power Technology

On December 19, 2024, we

entered into a share exchange agreement with certain shareholders (the “TW Company Shareholders”) of Electric Power Technology

Limited, a Taiwan corporation (“TW Company”).

On February 10, 2025, the Company and TW Shareholders executed an amendment to the Agreement (the “Amendment”, and together with the Agreement, the “Amended

Purusant to the terms of the Amended Agreement, upon completion of the transaction, the Company will hold

approximately 37.4% of TW Company’s total issued and outstanding shares.

The transaction is currently under review and subject

This transaction is expected to strengthen Thunder Power’s position in renewable energy while providing immediate

revenue streams

We also intend to explore

mergers and acquisition opportunities in artificial intelligence sector and related industries, which offer significant growth potential

and opportunities for technological and financial returns.

Acquisitions in this space

are expected to bring immediate revenue and profit to the Company while bolstering its expertise in advanced technologies.

is experiencing significant growth and increasing demand, driven by the rise of mobile devices, IoT, and cloud computing, along with

emerging technologies in sectors such as automotive (electric vehicles), data centers, and consumer electronics.

Rapid technological

advancements are leading to continuous improvements in storage capacity, speed, and efficiency, exemplified by innovations like 3D NAND

technology, which in turn enhances the value of patents and proprietary technologies.

Additionally, with the increasing emphasis on sustainability

initiatives and the expansion of applications includingaugmented reality (AR) and virtual reality (VR), we expect future demand for advanced

flash solutions and AI technologies continue to grow.

We will continue to focus

and evaluate potential targets which demonstrate innovative technologies, strong supply chain management, and a solid market position.

The company would assess their growth potential in emerging markets and their ability to adapt to technological changes and regulatory

requirements.

On January 27, 2025, the Company and TW Shareholders have executed an amendment

to the Agreement and certain subsequent amendments (the “Amendments”, and together with the Agreement, the “Amended

Agreements”).

Pursuant to the terms of the Amended Agreement, a portion of the TW Company Shareholders are expected to exchange

a total of 26,783,838 ordinary shares in TW Company for an aggregate of 31,832,768 shares of newly issued Common Stock of the Company

in weeks, with the remaining total of 1,715,000 shares of the TW Company to be transferred to the Company for 2,038,621 shares in a few

Upon completion of the transaction, the Company is expected to hold approximately 33.71% of TW Company’s total issued and

outstanding shares.

The transaction has been reviewed and approved by the Taiwan government.

This transaction is expected to strengthen

Thunder Power’s position in renewable energy while providing immediate revenue streams

Trade and Consulting

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a dealer network and cultivating sales contacts, we intend to engage in limited prestige vehicle trading.

This initiative will focus

on trading new and nearly-new vehicles in the European and Asian markets, leveraging the Company’s market expertise and industry

relationships.

In addition to its opportunity

to bringing cash flow, we also expect these trading activities to enable us establish valuable industry connections and insights, laying

This initiative will focus on

trading new and nearly new vehicles in the European and Asian markets, leveraging the Company’s market expertise and industry relationships.

In addition to the opportunity

to bringing cash flow, we also expect these trading activities to enable us to establish valuable industry connections and insights, laying

the groundwork for a future dealer network and strengthening the Company’s presence in key markets.

We also intend to offer

design consulting services and licensing access to its patent portfolio as part of its broader strategy to monetize intellectual property

and technical expertise.

We also intend to offer design

consulting services and licensing access to its patent portfolio as part of its broader strategy to monetize intellectual property and

technical expertise.

Capitalizing the Company’s

in-house design capabilities and patent portfolio, we plan to unlock additional revenue opportunities while maintaining ensuring cost

Thunder Power is an automotive

company that plans to use innovative EV technology to set new standards for sustainable transportation.

Thunder Power is negotiating

and securing licensing rights to intellectual property of its affiliates, which have developed the cutting-edge EV technology that

the Company believes could set a new benchmark for EVs.

Core to Thunder Power’s DNA is achievement of technical excellence, which

the Company hope to secure through licensing of intellectual property from its affiliates for proprietary technologies, such as the modular

flexible chassis system, wireless charging, multi-link suspension system, light weight engineering, BMS, TMS and the use of EV certain

Battery Pack.

Battery Pack is expected to utilize 18,650 cylindrical batteries in each EV, while the BMS is expected to control and monitor the

Battery Pack, which the Company views as extra high safety standards and an innovative charge-balancing system designed to slow

aging and degradation of the Battery Pack.

Battery Management

Thunder Power believes that the proprietary BMS is the most important and valuable part of the Battery Pack, indeed

of the entire EV.

The functional purpose of the proprietary BMS is to prolong the battery life cycle, improve passenger safety

by allowing EV operators to get to a safe location, and predict the potential for battery malfunctions.

To accomplish this, the BMS

modulates and monitors the temperature range, battery cell voltage limits, and power output limit when the EV is in operation.

BMS consists of local management units (“LMUs”), which monitor cell voltages and temperature in individual modules of

the Battery Pack.

This information is then collected and sent to the BMS, which monitors the overall voltage of each module and calculates

the state of charge (“SOC”) of the Battery Pack.

This enables the BMS to estimate the available power output and remaining

driving range of the EV, as well as determine the state of health (“SOH”) of the Battery Pack by predicting the potential

for battery failures through monitoring the voltage, temperature, and usage of the batteries.

The BMS Concept.

In the unlikely event of a critical failure, the BMS is intended to cut the high-voltage power to a lower voltage, ensuring

that the EV has sufficient power to reach a safe location.

Should a minor malfunction occur in a battery cell or module, the BMS

is able to detect the failure and inform the driver to schedule a maintenance appointment.

EV Traction Drivetrain (EV TDP)

The EV TDP has various core

competencies that are critical to the Company’s products.

We believe that the EV TDP is energy efficient.

The product contains

a synchronous motor with both PM (permanent magnet) and reluctance torque and has a high-fill factor bar-wound design.

The inverter drive

has a maximum efficiency vector control, which we believe could achieve high efficiency in a broad speed and power range.

Additionally,

we believe that it could benefit our EVs by providing a greater driving range and lower battery capacity requirements, as compared to

those of our competitors’ vehicles.

We believe that the EV TDP is scalable.

The product’s power range is believed to be 50~250

The EV TDP features a standardized stator diameter and its output power is varied by changing stack lamination;

therefore, we believe

that it allows a broad spectrum application for various types of EVs.

We believe that EV TDP is highly integrated with the liquid cooling

motor, inverter drive and gear, which in turn makes the EV TDP compact and lightweight, and optimized for system performance.

we believe that the EV TDP is cost effective.

The EV TDP has a low-pressure loss cooling tunnel design, integrated cooling jacket and

a motor frame design.

The Company does not hold

the intellectual property rights to the traction motor, all rights for which are owned by Mr.

Wellen Sham, the former chief executive

officer of Thunder Power, in his capacity as an individual inventor.

There is no licensing agreement in place for the EV TDP between

the Company and Mr.

The traction motor is demonstrated

Thunder Power does not hold the intellectual property rights to the traction motor, all rights for which are owned by Mr.

Sham in his capacity as an individual inventor.

There is no licensing agreement in place between the Company and Mr.

traction motor.

The above power train is

manufactured by Electric Power Technology Ltd (a Taiwanese public company, Taiwan List Co.

4529), an affiliate and one of the shareholders

of Thunder Power

In addition, as mentioned

below in the section under the heading ” Future Technology and Vehicle Programs ”, Thunder Power may explore the

potential of applying EV TDP in other commercial applications.

Thunder Power is currently

exploring potential licensing arrangements of intellectual property from its affiliates.

These technologies may include, among others,

modular flexible chassis system, wireless charging, multi-link suspension system, light weight engineering, battery management system

(BMS), thermal management systems (TMS), and the use of EV TDPs.

No licensing agreements have been finalized, and there can be no assurance

that the Company will obtain rights to any such technologies.

Intellectual Property

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other proprietary technology that we develop or acquire the rights to, to operate without infringing, misappropriating or otherwise violating

the intellectual property and proprietary rights of others, and to prevent others from infringing, misappropriating or violating our

intellectual property and proprietary rights.

We expect to rely on a combination of patents, trademarks, trade secrets, know-how, continuing

technological innovation, confidential information and other measures to develop and maintain our proprietary position including through

personnel, contractor, consultant and third-party nondisclosure and invention assignment agreements and other contractual arrangements.

the intellectual property and proprietary rights of others, and to prevent others from infringing, misappropriating or violating our intellectual

property and proprietary rights.

We expect to rely on a combination of patents, trademarks, trade secrets, know-how, continuing technological

innovation, confidential information and other measures to develop and maintain our proprietary position including through personnel,

contractor, consultant and third-party nondisclosure and invention assignment agreements and other contractual arrangements.

Regardless of the protective

measures that we may implement to safeguard our intellectual property and proprietary technology, there is always a risk that alterations

measures that we may implement to safeguard our intellectual property and proprietary technology;

there is always a risk that alterations

from our products or processes may provide sufficient basis for a competitor to avoid infringement claims.

In addition, the coverage

claimed in a patent application can be significantly reduced before a patent is issued and courts can reinterpret a patent’s scope

after issuance.

Many jurisdictions, including the United States, permit third parties to challenge issued patents in administrative

proceedings, which may result in further narrowing or even cancellation of patent claims.

We cannot provide any assurance that any patents

will be issued from our pending or any future applications or that any current or future issued patents will adequately protect our intellectual

In addition, the coverage claimed

in a patent application can be significantly reduced before a patent is issued and courts can reinterpret a patent’s scope after

Many jurisdictions, including the United States, permit third parties to challenge issued patents in administrative proceedings,

which may result in further narrowing or even cancellation of patent claims.

We cannot provide any assurance that any patents will be

issued from our pending or any future applications or that any current or future issued patents will adequately protect our intellectual

For this and other risks related to our proprietary technology, inventions and improvements, please see the section under the

heading “Risk Factors.”

Through TP NEV, Thunder

Power is expected to have access to 154 issued U.S.

patents, once it secures a licensing agreement.

We hope to develop additional

intellectual property and proprietary technology as our engineering and validation activities ramp up.

Technologies that we expect to

have access to, through licensing agreements, and intend to invest in and develop include engineering software, drivetrain systems and

controls, infotainment, cybersecurity, telematics and electrical architecture hardware and software.

As we develop our technology, we

will continue to build our intellectual property portfolio, including by pursuing patent and other intellectual property protection when

we believe it is possible, cost-effective, beneficial, and consistent with our overall intellectual property protection strategy.

Generally, the terms of

individual issued patents extend for varying periods depending on the date of filing of the patent application or the date of patent

issuance and the legal term of patents in the countries in which they are obtained.

Generally, utility patents issued for applications

filed in the United States are granted a term of 20 years from the earliest effective filing date of a non-provisional patent

application, assuming the patent has not been terminally disclaimed over a commonly-owned patent or a patent naming a common inventor,

or over a patent not commonly owned but that was disqualified as prior art as the result of activities undertaken within the scope of

a joint research agreement.

The life of a patent, and the protection it affords, is therefore limited and once the patent lives of our

issued patents have expired, we may face competition, including from other competing technologies.

The duration of foreign patents varies

in accordance with provisions of applicable local law, but typically is also 20 years from the earliest effective filing date.

actual protection afforded by a patent may vary from country to country and can depend upon many factors, including the type of patent,

the scope of its coverage, the availability of patent term adjustments or extensions, the availability of legal remedies in a particular

country and the validity and enforceability of the patent.

As a result, our owned patent portfolio may not provide us with sufficient

rights to exclude others from commercializing products similar or identical to ours.

TP NEV currently holds 154

Thunder Power does not currently have a licensing agreement in place with TP NEV with respect to such patents, and

there can be no assurance that such agreement will be entered into.

We may explore potential

licensing arrangements for certain technologies developed by our affiliates.

No licensing agreements have been finalized, and there can

be no assurance that the Company will obtain rights to any such technologies.

Technologies that we hope to have access to through licensing

agreements and intend to invest in and develop include engineering software, drivetrain systems and controls, infotainment, cybersecurity,

telematics and electrical architecture hardware and software.

As we develop our technology, we will continue to build our intellectual

property portfolio, including by pursuing patents and other intellectual property protection when we believe it is possible, cost-effective,

beneficial, and consistent with our overall intellectual property protection strategy.

Generally, the terms of individual

issued patents extend for varying periods depending on the date of filing of the patent application or the date of patent issuance and

the legal term of patents in the countries in which they are obtained.

Generally, utility patents issued for applications filed in the

United States are granted a term of 20 years from the earliest effective filing date of a non-provisional patent application,

assuming the patent has not been terminally disclaimed over a commonly-owned patent or a patent naming a common inventor, or over

a patent not commonly owned but that was disqualified as prior art as the result of activities undertaken within the scope of a joint

research agreement.

The life of a patent, and the protection it affords, is therefore limited and once the patent lives of our issued

patents have expired, we may face competition, including other competing technologies.

The duration of foreign patents varies in accordance

with provisions of applicable local law but typically is also 20 years from the earliest effective filing date.

The actual protection

afforded by a patent may vary from country to country and can depend upon many factors, including the type of patent, the scope of its

coverage, the availability of patent term adjustments or extensions, the availability of legal remedies in a particular country and the

validity and enforceability of the patent.

As a result, our owned patent portfolio may not provide us with sufficient rights to exclude

others from commercializing products similar or identical to ours.

Furthermore, we rely upon

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our selected consultants and any potential commercial partners.

These agreements are designed to protect our proprietary information

and, in the case of the invention assignment agreements, to grant us ownership of technologies that are developed through a relationship

with a third party.

These agreements are designed to protect our proprietary information and,

in the case of the invention assignment agreements, to grant us ownership of technologies that are developed through a relationship with

a third party.

These agreements may be breached, and we may not have adequate remedies for any breach.

There can be no assurance

that these agreements will be self-executing or otherwise provide meaningful protection for our trade secrets or other intellectual

property or proprietary information.

There can be no assurance that

these agreements will be self-executing or otherwise provide meaningful protection for our trade secrets or other intellectual property

or proprietary information.

In addition, our trade secrets may otherwise become known or be independently discovered by competitors.

To the extent that our commercial partners, collaborators, personnel and consultants use intellectual property owned by others in their

work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

the extent that our commercial partners, collaborators, personnel and consultants use intellectual property owned by others in their work

for us, disputes may arise as to the rights in related or resulting know-how and inventions.

Our commercial success will

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obtain licenses to additional third-party patents or other intellectual property or cease certain activities.

Our breach of any

license agreements or failure to obtain a license to proprietary rights that we may require to develop or commercialize our future products

or technologies may have an adverse impact on us.

Our breach of any license

agreements or failure to obtain a license for proprietary rights that we may require to develop or commercialize our future products or

technologies may have an adverse impact on us.

Given that patent applications in the United States and certain other jurisdictions

are maintained in secrecy for 18 months or potentially longer, and since publication of discoveries in the scientific or patent

literature often lags behind actual discoveries, we cannot be certain of the patent protection being sought by third parties and/or the

priority of inventions covered by such patent applications.

Moreover, we may have to participate in interference, revocation, derivation,

re-examination, post-grant review, inter partes review or opposition proceedings brought by third parties or declared by the U.S.

and Trademark Office or an equivalent foreign body.

See “ Risk Factors ” for additional information regarding these

and other risks related to our intellectual property portfolio and their potential effect on us.

Patents Pertaining to the Battery Pack/BMS

patent applications

of the Company’s affiliate in connection with the Battery Pack/BMS innovations include:

Auto-detection and Self-exclusion of

Malfunctioned Battery Modules in an Electric Vehicle Battery Pack.

This technology is designed to allow the user to continue

driving the EV, albeit with fewer batteries and lower voltage, to reach a service center or a safer location.

This, in turn, is expected

to reduce the frequency of need for roadside assistance and associated maintenance costs.

The Communication

Structure of Battery Pack.

The technology collects modular data from the Battery Pack and then calculates and interprets

the data, sending the results to the vehicle control unit (“VCU”).

A key benefit of its innovation is the overall reduction

in Control Area Network (“CAN”) data volumes and lack of interference with other subsystems, ensuring greater communication

The Wireless Data

Transmission of the EV Battery Pack in Electric Vehicles.

The technology utilizes wireless technology to communicate between

the Battery Pack and the VCU, charger, and maintenance center.

The innovative design effectively reduces the amount of electrical

wiring required and could also be beneficial to swappable battery solutions (by avoiding connector corrosion).

Intelligent Charge

Balancing System.

Typically, EVs run multiple battery cells.

However, when one of the cells malfunctions, there is the potential

for the entire battery pack to malfunction or underperform.

Thunder Power’s innovation, through the application of independent

switching circuits, detects modular imbalances and eliminates them — thereby maintaining consistent performance levels.

A key benefit is that it slows Battery Pack aging and battery capacity degradation.

Thermal Management

System (“TMS”).

Thunder Power believes that its thermal management system (the “TMS”) controls the

vehicle temperature in a safe and efficient manner by taking an integrated approach to create a vehicle heating, drivetrain, and

temperature control unit.

The key benefit of Thunder Power’s design is the reduction in vehicle weight and energy requirements

that contribute to its extended driving range.

Unlike an internal combustion

engine (“ICE”), an EV uses electricity from batteries as a power source.

As a result, additional heaters and chillers are

required to better control the vehicle temperature in operation and provide cabin comfort.

The downside of heating and cooling devices

within conventional EVs is their power consumption.

TMS to heat or cool, can use up to 50% of all stored battery energy.

an EV’s TMS is critical to both driving range and energy efficiency.

The Company intends to use a proprietary integrated thermal

management system that is responsible for controlling heating, ventilation, and air conditioning, as well as drivetrain temperature and

battery temperature.

By regulating the operating

temperature of the vehicle, this technology increases the lifespan of sub-systems, including the Battery Pack.

Moreover, through what

the Company believes to be an efficient heating circuit design, dissipated heat from the electric power train, battery system, or other

electrical device can be recaptured and used for cabin heating.

The system is also intended to include environmental temperature monitoring,

which can determine the need to switch to different circulation loops to ensure optimal performance or activate pre-heating functionality

when operating in cold climates (crucial to Battery Pack functionality).

Patents Pertaining to the Thermal Management System (“TMS”)

Thunder Power’s affiliate

has filed U.S.

patent applications for several innovations in connection with the TMS which seek to reduce energy consumption and

allow for an extended range to the EVs.

Patents include:

Series and Parallel Structure of Thermal Management

System for Cabin Heater

Parallel Structure of Thermal Management System

for Cabin Heater

Radiator and AC heat Exchanger Airflow System

Double-way Coolant Pipe for Battery Cooling

Battery Pack/BMS and TMS Patent list

The following is a list of material patents currently expected

to be used by Thunder Power:

BATTERY PACK, BATTERY CHARGING STATION,

AND CHARGING METHOD

Battery Pack/BMS

POWER MANAGEMENT IN ELECTRIC VEHICLES

Battery Pack/BMS

BATTERY PACK AND CONNECTING CIRCUITS OF BATTERY MODULES

Battery Pack/BMS

BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING

Battery Pack/BMS

BATTERY PACKAGING AND INSERT MOLDING FOR ELECTRIC VEHICLES

Battery Pack/BMS

BATTERY COOLANT LOOP PAD FOR ELECTRIC VEHICLES

Battery Pack/BMS

POWER MANAGEMENT IN ELECTRIC VEHICLES

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH INTERNAL BUSBAR

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH BUSBAR GRID FIXATION

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH INTERNAL BUSBAR

Battery Pack/BMS

BATTERY SYSTEM ASSEMBLY PROCESS AND BATTERY SYSTEM

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH UNDERSIDE ARMOR

Battery Pack/BMS

BATTERY SYSTEM

Battery Pack/BMS

BATTERY SYSTEM

Battery Pack/BMS

INTELLIGENT VEHICLE CHARGING

Battery Pack/BMS

WIRELESS VEHICLE RECHARGING SYSTEM

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH FASTENER

Battery Pack/BMS

BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE

CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

Battery Pack/BMS

POWER MANAGEMENT IN ELECTRIC VEHICLES

Battery Pack/BMS

BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE

CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

Battery Pack/BMS

BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE

CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

Battery Pack/BMS

BATTERY SYSTEM ASSEMBLY PRESS AND PROCESS OF MANUFACTURING

A BATTERY SYSTEM ASSEMBLY

Battery Pack/BMS

BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH INTEGRATED COOLING PIPE

Battery Pack/BMS

BATTERY SYSTEM

Battery Pack/BMS

BATTERY MANAGEMENT SYSTEM

Battery Pack/BMS

INTEGRATED BUSBAR AND BATTERY CONNECTION

FOR ELECTRIC VEHICLE BATTERY PACKS

Battery Pack/BMS

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE

CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

Battery Pack/BMS

BATTERY SYSTEM ASSEMBLY PRESS AND PROCESS OF MANUFACTURING

A BATTERY SYSTEM ASSEMBLY

Battery Pack/BMS

BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING

Battery Pack/BMS

BATTERY SYSTEM HOUSING WITH INTEGRATED COOLING PIPE

Battery Pack/BMS

BATTERY SYSTEM

Battery Pack/BMS

BATTERY MANAGEMENT SYSTEM

Battery Pack/BMS

INTEGRATED BUSBAR AND BATTERY CONNECTION FOR ELECTRIC

VEHICLE BATTERY PACKS

Battery Pack/BMS

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

BATTERY SYSTEM WITH HEAT EXCHANGE DEVICE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

METHODS AND SYSTEMS FOR BUSBAR COOLING

COOLED BUSBARS AND PLATE

THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM

VEHICLE RADIATOR V TYPE LAYOUT

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES

AND PARALLEL STRUCTURE

BATTERY COOLANT LOOP PAD FOR ELECTRIC VEHICLES

COOLED BUSBARS AND PLATE

THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE

ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM

Micro Lens Array Lighting

The Company intends to leverage

Intelligent Micro Lens Array headlights created and engineered by its affiliate, which are expected to provide a homogeneous and luminant

light source.

are maintained in secrecy for 18 months or potentially longer, and since publication of discoveries in the scientific or patent literature

often lags behind actual discoveries, we cannot be certain of the patent protection being sought by third parties and/or the priority

of inventions covered by such patent applications.

Moreover, we may have to participate in interference, revocation, derivation, re-examination,

post-grant review, inter partes review or opposition proceedings brought by third parties or declared by the U.S.

Trademark Office or an equivalent foreign body.

See “ Risk Factors ” for additional information regarding these and other

risks related to our intellectual property portfolio and their potential effect on us.

Showroom rendering (source from Thunder Power):

Facilities and Production

In alignment with the our

focus on efficiency and scalability, we expect to conduct all short- and medium-term vehicle production through outsourcing partnerships

with established manufacturing facilities.

This approach enables the Company to leverage the expertise, resources, and infrastructure

of its production partners, ensuring high-quality manufacturing standards while maintaining flexibility to scale operations in response

to market demand.

In alignment with our focus

on efficiency and scalability, we expect to conduct all short- and medium-term vehicle production through outsourcing partnerships with

established manufacturing facilities.

This approach enables the Company to leverage the expertise, resources, and infrastructure of its

production partners, ensuring high-quality manufacturing standards while maintaining flexibility to scale operations in response to market

For the longer term, Thunder

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Funding and Revenue

Thunder Power is a pre-revenue

company and has not generated any revenue from the sales of its vehicles.

We expect to generate revenue from the sale of our EV Models,

the sale and/or licensing of our technologies, and from any future research and development services that we may provide.

Thunder Power is a pre-revenue company and has

not generated any revenue from the sales of its vehicles.

We expect to generate revenue from the sale of our EV Models, the sale and/or

licensing of our technologies, and from any future research and development services that we may provide.

Go-To-Market Strategy

Thunder Power plans to establish

a comprehensive and well-structured network of dealer partners, designed to provide both sales and after-sales service, ensuring a seamless

a comprehensive and well-structured network of dealer partners, designed to provide both sales and after-sales service, ensuring seamless

and reliable customer experience.

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messaging across all markets.

Furthermore, to cater to evolving consumer preferences and the growing demand for convenience, Thunder

Power will also provide customers with the option to order vehicles directly through its online platform.

This dual-channel approach

allows the Company to reach a broader audience, offering the flexibility to engage with the brand in a manner that best suits individual

preferences, whether through in-person interactions at dealerships or the convenience of digital commerce.

Furthermore, to cater to evolving consumer preferences and the growing demand for convenience, Thunder Power

will also provide customers with the option to order vehicles directly through its online platform.

This dual-channel approach allows

the Company to reach a broader audience, offering the flexibility to engage with the brand in a manner that best suits individual preferences,

whether through in-person interactions at dealerships or the convenience of digital commerce.

Thunder Power anticipates

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future vehicles are expected to compete with both traditional luxury internal combustion vehicles from established automotive OEMs and

electric and other alternative fuel vehicles from both new manufacturers and established automotive OEMs, many of which have entered

or have announced plans to enter the alternative fuel and EV market.

Many major automobile manufacturers, including luxury automobile

manufacturers, have EVs available today, and other current and prospective automobile manufacturers are also developing EVs.

numerous manufacturers offer hybrid vehicles, including plug-in versions, with which Thunder Power’s vehicles will also compete.

electric and other alternative fuel vehicles from both new manufacturers and established automotive OEMs, many of which have entered or

have announced plans to enter the alternative fuel and EV market.

Many major automobile manufacturers, including luxury automobile manufacturers,

have EVs available today, and other current and prospective automobile manufacturers are also developing EVs.

In addition, numerous manufacturers

offer hybrid vehicles, including plug-in versions, with which Thunder Power’s vehicles will also compete.

Thunder Power believes the

primary competitive factors on which it will compete include, but are not limited to:

quality, reliability and safety;

efficiency and charging speeds;

● technological

innovation, including with respect to AD/ADAS features;

to charging options;

styling and luxury;

options and customer experience;

team experience at bringing electric vehicles and other disruptive technologies to market;

● manufacturing

product quality, reliability and safety;

range, efficiency and charging speeds;

product performance;

technological innovation, including with respect to AD/ADAS features;

access to charging options;

design, styling and luxury;

service options and customer experience;

management team experience at bringing electric vehicles and other disruptive technologies to market;

manufacturing efficiency;

brand recognition and prestige;

product price.

Thunder Power believes that

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histories, larger sales forces, broader customer and industry relationships and other tangible and intangible resources that exceed Thunder

Furthermore, many of Thunder Power’s competitors operate with a traditional sales and dealer distribution model

for vehicles that may be viewed more favorably by potential customers.

These competitors also compete with Thunder Power in recruiting

and retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary

Furthermore, many of Thunder Power’s competitors operate with a traditional sales and dealer distribution model for

vehicles that may be viewed more favorably by potential customers.

These competitors also compete with Thunder Power in recruiting and

retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary

to, or necessary for, Thunder Power’s products.

Additional mergers and acquisitions in the EV and luxury automotive markets may

result in even more resources being concentrated in Thunder Power’s competitors.

result in even more resources being concentrated on Thunder Power’s competitors.

Government Regulations and Credits

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finalized a rulemaking (the “2021 rulemaking”), respectively, for model years 2023 – 2026 light-duty passenger

Thunder Power’s production schedule starting in 2025 and covering 2026 will subjected to these more stringent GHG standards.

On April 22, 2021,

the Biden-Harris Administration announced a 50 to 52 percent target reduction from 2005 levels in GHGs by 2030, representing the

Nationally Determined Contribution (NDC) under the Paris Agreement.

This announcement was followed by Executive Order 14037

on August 5, 2021 (“Strengthening American Leadership in Clean Cars and Trucks”) reinforcing the goal of at least a

50 percent GHG reductions from new zero-emission vehicles sales by 2030.

In addition, in 2021 and 2022, respectively, Congress passed

the Infrastructure Investment and Jobs Act (Pub.

Thunder Power’s production schedule starting in 2025 and covering 2026 will be subjected to these more stringent GHG standards.

On April 22, 2021, the

Biden-Harris Administration announced a 50 to 52 percent target reduction from 2005 levels in GHGs by 2030, representing the U.S.

Determined Contribution (NDC) under the Paris Agreement.

This announcement was followed by Executive Order 14037 on August 5, 2021

(“Strengthening American Leadership in Clean Cars and Trucks”) reinforcing the goal of at least a 50 percent GHG reductions

from new zero-emission vehicles sales by 2030.

In addition, in 2021 and 2022, respectively, Congress passed the Infrastructure Investment

and Jobs Act (Pub.

Law 117-58, Bipartisan Infrastructure Law) and the Inflation Reduction Act (Pub.

117-169) providing significant government-wide funding and support for GHG reductions, including funding for component technology

and infrastructure for the manufacture, sales and use of electric vehicles.

Law 117-169) providing significant

government-wide funding and support for GHG reductions, including funding for component technology and infrastructure for the manufacture,

sales and use of electric vehicles.

In 2023, the EPA under its

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electric vehicles in compliance calculations, medium-duty vehicle incentive multipliers, vehicle certification and compliance, new

standards to control refueling emissions from incomplete medium-duty vehicles, battery durability and warranty requirements for

light-duty and medium-duty plug-in vehicles and minor amendments to requirements for aftermarket fuel conversions, importing

vehicles and engines, evaporative emission test procedures, and test fuel specifications for measuring fuel economy.” (Multi-Pollutant Emissions

standards to control refueling emissions from incomplete medium-duty vehicles, battery durability and warranty requirements for light-duty and

medium-duty plug-in vehicles and minor amendments to requirements for aftermarket fuel conversions, importing vehicles and engines,

evaporative emission test procedures, and test fuel specifications for measuring fuel economy.” (Multi-Pollutant Emissions

Standards for Model Years 2027 and Later Light-Duty and Medium-Duty Vehicles, 88 Fed.

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note 17, citing Governor of New York Press

Office, “In Advance of Climate Week 2021, Governor Hochul Announces New Actions to Make New York’s Transportation Sector

Greener, Reduce Climate-Altering Emissions”).

Office, “In Advance of Climate Week 2021, Governor Hochul Announces New Actions to Make New York’s Transportation Sector Greener,

Reduce Climate-Altering Emissions”).

Massachusetts:

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In November 2021, ZEV announced that by 2035 its members will move to all ZEV sales.

( Id .) ZEV members

are Baden-Württemberg, British Columbia, California, Canada, Chile, Connecticut, Costa Rica, Germany, Maryland, Massachusetts, Netherlands,

( Id .) ZEV members are

Baden-Württemberg, British Columbia, California, Canada, Chile, Connecticut, Costa Rica, Germany, Maryland, Massachusetts, Netherlands,

New Jersey, New York, Norway, Oregon, Québec, Rhode Island, United Kingdom, Vermont, and Washington.

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EPA Emissions and Certificate of Conformity

Act requires that Thunder Power obtain a Certificate of Conformity issued by the EPA and a California Executive Order issued by the California

Clean Air Act

requires that Thunder Power obtain a Certificate of Conformity issued by the EPA and a California Executive Order issued by the California

Air Resources Board (“ CARB ”) certifying that its vehicles comply with applicable emissions requirements.

A Certificate

of Conformity is required for vehicles sold in the United States, and an Executive Order from the CARB is required for vehicles

sold in states that have adopted California standards.

CARB sets the California standards for emissions control for certain regulated

pollutants for new vehicles and engines sold in California.

States that have adopted the California standards as approved by EPA also

recognize the CARB Executive Order for sales of vehicles.

In addition to California, there are 13 other states that have either adopted

or are in the process of adopting the stricter California standards, including New York, Massachusetts, Vermont, Maine, Pennsylvania,

Connecticut, Rhode Island, Washington, Oregon, New Jersey, Maryland, Delaware and Colorado.

of Conformity is required for vehicles sold in the United States, and an Executive Order from the CARB is required for vehicles sold

in states that have adopted California standards.

CARB sets California standards for emissions control for certain regulated pollutants

for new vehicles and engines sold in California.

States that have adopted the California standards as approved by EPA also recognize the

CARB Executive Order for sales of vehicles.

In addition to California, there are 13 other states that have either adopted or are in the

process of adopting the stricter California standards, including New York, Massachusetts, Vermont, Maine, Pennsylvania, Connecticut,

Rhode Island, Washington, Oregon, New Jersey, Maryland, Delaware and Colorado.

Although the Thunder Power

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New Car Assessment Program (“ NCAP ”) and the European New Car Assessment Programme (“ Euro NCAP ”).

Five-star is the maximum attainable score.

Five-star score is the maximum attainable score.

These independent organizations have introduced a number of additional safety related

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of these tests are derived from legal requirements, such as side impact, but have higher performance requirements.

Others are unique

to the programs.

Others are unique to

the programs.

Areas covered by these tests in 2020 included:

Progressive Deformable Barrier;

Mobile Progressive Deformable Barrier;

Full Width Rigid Barrier;

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Far Side Impact;

Vulnerable Road Users (Pedestrians

and Cyclists);

Vulnerable Road Users (Pedestrians and Cyclists);

Safety Assist;

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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

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

To sell vehicles to residents of states where Thunder Power is not licensed as a dealer, Thunder Power expects to conduct the

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The use, storage and disposal of battery packs is regulated under federal law.

Thunder Power’s battery packs

are intended to meet the applicable compliance requirements of the UN Manual of Tests and Criteria demonstrating its ability to ship

battery packs by any method.

Thunder Power’s battery packs are

intended to meet the applicable compliance requirements of the UN Manual of Tests and Criteria demonstrating its ability to ship battery

packs by any method.

These tests include:

Altitude simulation — simulating air transport;

Thermal cycling — assessing cell and battery

seal integrity;

Thermal cycling — assessing cell and battery seal integrity;

Vibration — simulating vibration during transport;

Shock — simulating possible impacts during transport;

External short circuit — simulating an external

short circuit;

Overcharge — evaluating the ability of a rechargeable

battery to withstand overcharging.

External short circuit — simulating an external short circuit;

Overcharge — evaluating the ability of a rechargeable battery to withstand overcharging.

Data Privacy and Security Laws

Numerous state, federal

and foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and

other personal information, and could apply now or in the future to our operations or the operations of our partners.

In the United States,

numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws

and consumer protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal

Numerous state, federal and

foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and other

personal information and could apply now or in the future to our operations or the operations of our partners.

In the United States, numerous

federal and state laws and regulations, including data breach notification laws, health information privacy and security laws and consumer

protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal information.

In addition, certain foreign laws govern the privacy and security of personal data, including health-related data.

and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance

efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions

on data processing.

Privacy and security

laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can

result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

Employees and Human Capital Resources

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business