What changed in this filing

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Item 9A. Controls and Procedures

2026-04-07 compared with 2025-03-31 · 823 added, 962 removed, 1228 unchanged (59% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and

Evaluation of Disclosure Controls and Procedures

management evaluated, with the participation of our Chief Executive Officer (the principal executive officer) and our Chief Financial

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Based upon the evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level,

as of September 30, 2024, we identified the material weakness that we are lack of sufficient financial reporting and accounting personnel

Officer concluded that the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, as

of December 31, 2025, we identified the material weakness that we are lack of sufficient financial reporting and accounting personnel

with appropriate knowledge of U.S.

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to provide sufficient and appropriate training for financial reporting and accounting personnel, especially training related to U.S.

GAAP and SEC reporting requirement.

and SEC reporting requirement.

on Controls and Procedures

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We are not able to conduct an assessment of Thunder Power, a private operating company prior

to the Merger, and we are not able to account FLFV’s internal control over financial reporting in the period bewteen the consummation

to the Merger, and we are not able to account FLFV’s internal control over financial reporting in the period between the consummation

date of the Merger and the assessment date.

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management team, including our Chief Executive Officer and Interim Chief Financial Officer, believes that our disclosure controls and

procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives

and are effective at the reasonable assurance level.

procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives and

are effective at the reasonable assurance level.

However, the effectiveness of any internal control over financial reporting is subject

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Trading Plans

the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the company

adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term

is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the company adopted

or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined

in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent

Not applicable.

Directors, Executive Officers and

Corporate Governance

Directors, Executive Officers and Corporate Governance

Current Directors and Executive Officers

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Christopher Nicoll

Chief Executive Officer

Interim Chief Financial

Director and Chairman of

Chief Executive Officer and Director

Interim Chief Financial Officer

Director and Chairman of the Board

Mingchih Chen (1)(2)(3)

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Kevin Vassily (1)(2)(3)

Member of the audit committee.

Member of the compensation

Member of the nominating

and corporate governance committee.

of the audit committee.

of the compensation committee.

of the nominating and corporate governance committee.

Executive Officers

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Nicoll operated the Auto Advisory Board Ltd.

as a business owner and a commercial automotive consultant, through which he takes on diverse automotive projects and interim roles including,

without limitation, implementing commercial, financial and logistics processes for a start-up, supervised technical conversion, homologation

and emissions testing, and advised a major European dealer group on its international product launch.

Nicoll has previously served

in the capacity of the managing and commercial director of AGT Europe between 2018 and 2020, where he launched the official EU import

for Dodge cars, Ram trucks and MOPAR spare parts.

as a business

owner and a commercial automotive consultant, through which he takes on diverse automotive projects and interim roles including, without

limitation, implementing commercial, financial and logistics processes for a start-up, supervised technical conversion, homologation and

emissions testing, and advised a major European dealer group on its international product launch.

Nicoll previously served in the

capacity of the managing and commercial director of AGT Europe between 2018 and 2020, where he launched the official EU import for Dodge

cars, Ram trucks and MOPAR spare parts.

Between 2015 and 2018, Mr.

Nicoll was the head of marketing and business development

at TPEV where he oversaw start-up EV projects such as, without limitation, R&D activities in Italy, and led cross-functional commercial

and engineering teams.

Nicoll was the head of marketing and business development at TPEV where

he oversaw start-up EV projects such as, without limitation, R&D activities in Italy, and led cross-functional commercial and engineering

From 2010 through 2014, Mr.

Nicoll held the positions of the head of global network development, head of APAC

region, and head of EMEA region at Lotus Cars.

Nicoll received a BA in Business Administration from Middlesex University in the UK

and a Diplom Betriebswirt from the Reutlingen University in Germany.

Nicoll held the position as the head of global network development, head of APAC region, and head of

EMEA region at Lotus Cars.

Nicoll received a BA in Business Administration from Middlesex University in the UK and a Diplom Betriebswirt

from the Reutlingen University in Germany.

serves as our Interim Chief Financial Officer since September 16, 2024.

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Over his tenure

with Thunder Power he was instrumental in driving strategic decision-making, optimizing resource allocation, and ensuring regulatory

with Thunder Power he was instrumental in driving strategic decision-making, optimizing resource allocation, and ensuring regulatory compliance.

Prior to that, Mr.

Ho held regional roles in the insurance and luxury retail industries from 2012 to 2015.

During this period,

he leveraged his expertise in taxation and human resources cost analysis in Assicurazioni Generali S.p.A.

During this period, he leveraged

his expertise in taxation and human resources cost analysis in Assicurazioni Generali S.p.A.

and Gucci Group, respectively.

This experience provided him with a comprehensive understanding of the financial and operational challenges faced by multinational corporations

in different sectors.

This experience

provided him with a comprehensive understanding of the financial and operational challenges faced by multinational corporations in different

Prior to that, Mr.

Ho began his career at KPMG in 2009, where he specialized in taxation.

During the three-year

tenure with KPMG, Mr.

Ho gained valuable insight into tax regulations and frameworks, and developed a strong foundation in financial

planning and compliance.

During the three-year tenure with KPMG,

Ho gained valuable insight into tax regulations and frameworks and developed a strong foundation in financial planning and compliance.

Ho graduated from Monash University (Accounting and Finance) in Australia in 2008, and Mr.

Ho is a Certified

Public Accountant.

Ho is a Certified Public Accountant.

serves as an Independent Director and Chairman of the Board of Directors of the Company following his appointment by the Board of Directors

on November 28, 2024.

Chen currently serves as Assistant Professor in the Master of Global Entrepreneurial Management Program at

Fu Jen Catholic University and CEO of the Taipei-Ningbo Exchange Foundation.

Chen currently serves as Assistant Professor in the Master of Global Entrepreneurial Management Program at Fu

Jen Catholic University and CEO of the Taipei-Ningbo Exchange Foundation.

He holds independent directorships at several publicly listed

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Administration in New Taipei City from August 2015 to July 2023.

Chen has been a Professor at Fu Jen Catholic University’s

Graduate Institute of Business Administration since February 2013.

Chen has been a Professor at Fu Jen Catholic University’s Graduate

Institute of Business Administration since February 2013.

Prior to that, she served as an Associate Professor at the same institution

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I since March 2023, two SPACs listed on Nasdaq.

In January 2021, he was appointed Chief Financial Officer, and in March 2021, became

a member of the board of directors of iPower Inc.

In January 2021, he was appointed Chief Financial Officer, and in March 2021, became a

member of the board of directors of iPower Inc.

IPW), an online hydroponic equipment retailer and supplier.

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to June 2003, Mr.

Vassily served as the vice president and senior research analyst for semiconductor capital equipment at Thomas

Weisel Partners Group, Inc.

Vassily began his career on Wall Street in August 1998, as a research associate covering the semiconductor

industry at Lehman Brothers.

Vassily served as the vice president and senior research analyst for semiconductor capital equipment at Thomas Weisel

Partners Group, Inc.

Vassily began his career on Wall Street in August 1998, as a research associate covering the semiconductor industry

at Lehman Brothers.

He holds a B.A.

in liberal arts from Denison University and an M.B.A.

from the Tuck School of Business at

Dartmouth College.

Christopher Nicoll serves as a

member of the Board.

from the Tuck School of Business at Dartmouth

Christopher Nicoll serves as a member

of the Board.

For a brief biography of Mr.

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of the Board is the informed oversight of our risk management process.

The Board does not have a standing risk management committee,

but rather administers this oversight function directly through the Board as a whole, as well as through the standing committees of the

Board that address risks inherent in each committee’s respective area of oversight.

In particular, the Board is responsible for

monitoring and assessing strategic risk exposure and the audit committee has the responsibility of considering and discussing financial

risk exposure and the steps management should take to monitor and control such exposure, including implementing guidelines and policies

to govern the process by which risk assessment and management is undertaken.

The Board does not have a standing risk management committee but

rather administers this oversight function directly through the Board as a whole, as well as through the standing committees of the Board

that address risks inherent in each committee’s respective area of oversight.

In particular, the Board is responsible for monitoring

and assessing strategic risk exposure and the audit committee has the responsibility of considering and discussing financial risk exposure

and the steps management should take to monitor and control such exposure, including implementing guidelines and policies to govern the

process by which risk assessment and management is undertaken.

Board Composition

Our Board consists of five members.

The Board consists of the following members:

● Christopher

Chen ChiWen, Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily and their terms

will expire at the annual meeting of stockholders to be held in 2025;

The Board currently consists

of the following members:

Christopher Nicoll, Dr.

Chen ChiWen, Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily, each of whom was duly

elected at the 2025 annual meeting of stockholders and is serving their term accordingly.

Director Independence

The Board is expected to

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responsibilities of a director and that each of Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily are considered to be “independent”

as that term is defined under Nasdaq rules.

for purposes of the Company’s corporate governance policies.

In making these determinations,

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Board Committees

The standing committees

of the Board consist of the Audit Committee, the Compensation Committee and a Nominating and Corporate Governance Committee, each of

which has the composition and the responsibilities described below.

Additionally, from time to time, special committees may be established

under the direction of the Board, as and when the Board deems it necessary or advisable to address specific matters.

The standing committees of

the Board consist of the Audit Committee, the Compensation Committee and a Nominating and Corporate Governance Committee, each of which

has the composition and the responsibilities described below.

Additionally, from time to time, special committees may be established under

the direction of the Board, as and when the Board deems it necessary or advisable to address specific matters.

The Chief Executive Officer

and other executive officers regularly report to the non-executive directors and each standing committee to ensure effective

and efficient oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

and efficient oversight of their activities and to assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

The members of our audit

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committee financial expert,” as that term is defined under the SEC rules implementing Section 407 of SOX, and possesses financial

sophistication, as defined under the rules of Nasdaq.

sophistication as required by applicable SEC rules.

The Company’s audit committee has the following functions, among others:

such other functions as the board of directors may from time to time assign to the audit

the performance, independence and qualifications of Thunder Power’s independent auditors

and determining whether to retain Thunder Power’s existing independent auditors or

engage new independent auditors;

the integrity of Thunder Power’s financial statements and Thunder Power’s compliance

with legal and regulatory requirements as they relate to financial statements or accounting

the integrity, adequacy and effectiveness of Thunder Power’s internal control policies

and procedures;

the audit committee report required by the SEC to be included in Thunder Power’s annual

proxy statement;

the scope and results of the audit with Thunder Power’s independent auditors, and reviewing

with management and Thunder Power’s independent auditors Thunder Power’s interim

and year-end operating results;

● establishing

and overseeing procedures for employees to submit concerns anonymously about questionable

accounting or auditing matters;

Thunder Power’s guidelines and policies on risk assessment and risk management;

and approving related-party transactions;

and reviewing a report by Thunder Power’s independent auditors at least annually that

describes Thunder Power’s independent auditors internal quality control procedures,

any material issues raised by review under such procedures, and any steps taken to deal with

such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and non-audit services to be performed by

Thunder Power’s independent auditors.

The Company’s audit committee operates

under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

The foregoing summary

of the audit committee’s functions and responsibilities does not purport to be complete and is subject to the provisions of the

audit committee’s charter, which is filed with the registration statement of which this prospectus forms a part, which should be

read carefully and in its entirety.

perform such other functions as the board of directors may from time to time assign to the audit committee.

evaluating the performance, independence and qualifications of Thunder Power’s independent auditors and determining whether to retain Thunder Power’s existing independent auditors or engage new independent auditors;

monitoring the integrity of Thunder Power’s financial statements and Thunder Power’s compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

reviewing the integrity, adequacy and effectiveness of Thunder Power’s internal control policies and procedures;

preparing the audit committee report required by the SEC to be included in Thunder Power’s annual proxy statement;

discussing the scope and results of the audit with Thunder Power’s independent auditors, and reviewing with management and Thunder Power’s independent auditors Thunder Power’s interim and year-end operating results;

establishing and overseeing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters;

reviewing Thunder Power’s guidelines and policies on risk assessment and risk management;

Reviewing and approving related-party transactions;

obtaining and reviewing a report by Thunder Power’s independent auditors at least annually that describes Thunder Power’s independent auditors internal quality control procedures, any material issues raised by review under such procedures, and any steps taken to deal with such issues when required by applicable law;

approving (or, as permitted, pre-approving) all audit and non-audit services to be performed by Thunder Power’s independent auditors.

The Company’s audit

committee operates under a written charter, which satisfies the applicable rules of the SEC.

The foregoing summary of the audit committee’s

functions and responsibilities does not purport to be complete and is subject to the provisions of the audit committee’s charter,

which is filed with the registration statement of which this prospectus forms a part, which should be read carefully and in its entirety.

Compensation Committee

The members of our compensation committee are

Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily.

The members of our compensation

committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily.

Ferdinand Kaiser serves as Chair of the compensation committee.

The Company has adopted

a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

the retention of compensation consultants and outside service providers and advisors;

and approving, or recommending that the Thunder Power Board approve the compensation of Thunder

Power’s executive officers, including annual base salary, annual incentive bonuses,

specific performance goals relevant to their compensation, equity compensation, and employment;

and recommending to the Thunder Power Board the compensation of Thunder Power’s directors;

● administering

and determining any award grants under Thunder Power’s 2024 Plan;

and evaluating succession plans for the executive officers;

the compensation committee report required by the SEC to be included in Thunder Power’s

annual proxy statement;

● periodically

reviewing Thunder Power’s practices and policies of employee compensation as they relate

to risk management and risk-taking incentives.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser

and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging

or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider

the independence of each such adviser, including the factors required by Nasdaq and the SEC.

The foregoing summary of the compensation

committee’s functions and responsibilities does not purport to be complete and is subject to the provisions of the compensation

committee’s charter, which is filed with the registration statement of which this prospectus forms a part, which should be read

carefully and in its entirety.

and Corporate Governance Committee

The members of the Company’s nominating

and corporate governance committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily.

Chen serves as Chair of the nominating

Company has adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

approving the retention of compensation consultants and outside service providers and advisors;

reviewing and approving, or recommending that the Thunder Power Board approve the compensation of Thunder Power’s executive officers, including annual base salary, annual incentive bonuses, specific performance goals relevant to their compensation, equity compensation, and employment;

reviewing and recommending to the Thunder Power Board the compensation of Thunder Power’s directors;

administering and determining any award grants under Thunder Power’s 2024 Plan;

reviewing and evaluating succession plans for the executive officers;

preparing the compensation committee report required by the SEC to be included in Thunder Power’s annual proxy statement;

periodically reviewing Thunder Power’s practices and policies of employee compensation as they relate to risk management and risk-taking incentives.

The charter also provides

that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal

counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging in or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation

committee will consider the independence of each such adviser, including the factors required by the SEC.

The foregoing summary of the

compensation committee’s functions and responsibilities does not purport to be complete and is subject to the provisions of the

compensation committee’s charter, which is filed with the registration statement of which this prospectus forms a part, which should

be read carefully and in its entirety.

and Corporate Governance Committee

The Company has adopted a nominating and corporate governance committee charter, which details the

purpose and responsibility of the nominating and corporate governance committee, including:

● identifying,

evaluating, and recommending individuals qualified to become members of the Board and its

the performance of the Board and of individual directors;

and recommending corporate governance guidelines to the Board;

an annual evaluation of the Board and management.

The members of the Company’s

nominating and corporate governance committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily.

Chen serves as Chair of the

nominating and corporate governance committee.

The Company has adopted a nominating and corporate governance committee charter, which

details the purpose and responsibility of the nominating and corporate governance committee, including:

identifying, evaluating, and recommending individuals qualified to become members of the Board and its committees;

evaluating the performance of the Board and of individual directors;

developing and recommending corporate governance guidelines to the Board;

overseeing an annual evaluation of the Board and management.

The nominating and corporate

governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

The foregoing summary of the nominating and corporate governance committee’s functions and responsibilities does not purport to

be complete and is subject to the provisions of the nominating and corporate governance committee’s charter, which is filed with

the registration statement of which this prospectus forms a part, which should be read carefully and in its entirety.

governance committee operates under a written charter, which satisfies the applicable rules of the SEC.

The foregoing summary of the nominating

and corporate governance committee’s functions and responsibilities does not purport to be complete and is subject to the provisions

of the nominating and corporate governance committee’s charter, which is filed with the registration statement of which this prospectus

forms a part, which should be read carefully and in its entirety.

Code of Business

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financial officer, principal accounting officer or controller or, persons performing similar functions.

The Code of Business Conduct

is available on our website at www.aiev.ai/en .

We intend to disclose any amendments to or waivers of our Code of Business

Conduct in a Current Report on Form 8-K.

Information contained on our website is not incorporated by reference into this prospectus

and should not be considered to be part of this prospectus.

The Code of Business Conduct is

available on our website at www.aiev.ai/en .

We intend to disclose any amendments to or waivers of our Code of Business Conduct

in a Current Report on Form 8-K.

Information contained on our website is not incorporated by reference into this prospectus and should

not be considered to be part of this prospectus.

Insider Trading

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any such person.

The policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq

listing standards.

The policy is filed as an exhibit to this Annual Report on Form 10-K.

The policy is reasonably designed to promote compliance with insider trading laws, rules and regulations.

is filed as an exhibit to this Annual Report on Form 10-K.

Clawback Policy

Our board of directors has

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These provisions also may have the effect

of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might

otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay

the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise

benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs

of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions,

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The Company is in the process of developing a board of directors’ compensation program that is designed to

align compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to

attract, retain, incentivize, and reward directors who contribute to the long-term success of the Company.

align compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract,

retain, incentivize, and reward directors who contribute to the long-term success of the Company.

Compliance with Section 16(a) of the Exchange

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to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies

of all Section 16(a) forms filed by such reporting persons.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of

all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations

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Summary Compensation Table

The following table summarizes

the compensation awarded to, earned by, or paid to Thunder Power’s executive officers for the fiscal years ended December 31,

2024 and 2023.

The following table summarizes the compensation

awarded to, earned by, or paid to Thunder Power’s executive officers for the fiscal years ended December 31, 2025 and

Name and Principal Position

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Chief Executive Officer

Former Chief Executive Officer

Director of Financial Planning &

In June 2023, Thunder Power issued 17,008,312 shares

of Thunder Power’s common stock at $0.058 per share to Mr.

Wellen Sham to settle certain of Thunder Power’s then-outstanding liabilities.

On the issuance date, the fair value of the common stock was $0.063 per share, and the fair value of the common stock exceeding Thunder

Power’s then-outstanding liabilities was $461,566, which was deemed as share-based compensation to Mr.

For additional information, see “ Note 7 — Common Stocks ” and “ Note 9 — Share-Based Compensation

— Other Share-Based Compensation ” to the notes to Thunder Power’s audited consolidated financial statements.

Elements of Compensation

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for NEOs consists of the following elements of compensation, each described in greater depth below:

● performance-based

● equity-based

incentive compensation;

base salaries;

performance-based bonuses;

equity-based incentive compensation;

general benefits.

Base salaries are an annual

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Equity Compensation

We may pay equity-based

compensation to our NEOs in order to link our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby

ensuring that such NEOs have a continuing stake in our long-term success.

We may pay equity-based compensation

to our NEOs in order to link our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby ensuring that

such NEOs have a continuing stake in our long-term success.

General Benefits

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Employment Agreements

Effective July 27, 2022,

we executed an employment agreement with Stephan Kim for Mr.

Kim to serve as our full time Chief Financial Officer, effective immediately.

Kim shall receive a monthly payment of $12,000 ($144,000 annually) as compensation for his services, and we granted $56,000 worth

of restricted stock units (RSUs), which vested 3 months after employment and can be sold after one year.

The employment agreement is

an at-will agreement and is terminable by either party at any time.

Except as set forth above

we do not currently have employment agreements with any of our NEOs .

Employment Agreements

Prior to the Business Combination,

Thunder Power did not entered into employment agreements with Messrs.

Wellen Sham, Chiu Wai Jo or Pok Man Ho.

Following the Business

Combination, on September 24, 2024 and September 25, 2024, Thunder Power AI Subsidiary, Inc.

(“TPAI”) Thunder Power’s

Hong Kong branch, entered into certain employment agreements with Ho Pok Man and Christopher Nicoll, respectively.

Based on the employment

agreement by and between TPAI and Ho Pok Man (the “Ho Agreement”), effective September 16, 2024, TPAI shall pay Mr.

fixed monthly salary of US$8,000, payable in arrears on the sixth of each month (pro rated for the months if that period of service is

less than one calendar month).

Thunder Power AI Subsidiary,

(“TPAI”), Thunder Power’s Hong Kong branch, entered into certain employment agreements with Ho Pok Man and Christopher

Nicoll, respectively.

Based on the employment agreement

by and between TPAI and Ho Pok Man (the “Ho Agreement”), effective September 16, 2024, TPAI shall pay Mr.

Ho a fixed monthly

salary of US$8,000, payable in arrears on the sixth of each month (pro-rated for the months if that period of service is less than one

calendar month).

In addition, TPAI also agreed to issue to Mr.

Ho a total of 100,000 the Company’s Common Stock every

year (in two instalments, one on January 1, the other on June 1) under the Company’s 2024 Omnibus Equity Incentive Plan.

may also be subject to certain discretionary bonus in form of either cash or options, or both, if the Company’s financial target

Ho a total of 100,000 the Company’s Common Stock every year (in two

instalments, one on January 1, the other on June 1) under the Company’s 2024 Omnibus Equity Incentive Plan.

Ho may also be subject

to certain discretionary bonus in form of either cash or options, or both, if the Company’s financial target is achieved.

Nicoll Agreement

Based on the employment

agreement by and between TPAI and Christopher Nicoll (the “Nicoll Agreement”), effective July 1, 2024, TPAI shall pay Mr.

Nicoll a fixed monthly salary of US$5,000 for the first 3 months of the employment and US$10,000 since then, payable in arrears on the

sixth of each month (pro rated for the months if that period of service is less than one calendar month).

In addition, TPAI also agreed

to issue to Mr.

Nicoll a total of 200,000 of the Company’s Common Stock every year, payable on the first day of each quarter, in

four equal instalments, under the Company’s 2024 Omnibus Equity Incentive Plan.

Nicoll may also be subject to certain discretionary

bonus in form of either cash or options, or both, if the Company’s financial target is achieved.

Based on the employment agreement

by and between TPAI and Christopher Nicoll (the “Nicoll Agreement”), effective July 1, 2024, TPAI paid Mr.

Nicoll a fixed

monthly salary of US$5,000 for the first 3 months of the employment and US$10,000 since then, payable in arrears on the sixth of each

month (pro-rated for the months if that period of service is less than one calendar month).

Effective February 1, 2025, Mr.

monthly salary was reduced to US$7,500, and further reduced to US$3,500 effective June 1, 2025, which remains his current salary.

In addition, Mr.

entitled to an aggregate of 200,000 shares of the Company’s Common Stock for the period from July 1, 2024 through June 30, 2025

under the Company’s 2024 Omnibus Equity Incentive Plan.

Nicoll is not entitled to any additional equity grants under this arrangement

after June 30, 2025.

Nicoll may also be subject to certain discretionary bonus in form of either cash or options, or both, if the

Company’s financial target is achieved.

Director Compensation

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sell shares of our Common Stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant

to parameters established by the director or executive officer when entering into the plan, without further direction from them.

director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any

Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when

they are not in possession of material non-public information, subject to compliance with the terms of our insider trading policy.

sale of any shares under such a plan will be subject to the Lock-Up Agreements, to the extent that the selling director

or executive officer is a party thereto.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to

parameters established by the director or executive officer when entering into the plan, without further direction from them.

or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time.

directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are

not in possession of material non-public information, subject to compliance with the terms of our insider trading policy.

any shares under such a plan will be subject to the Lock-Up Agreements, to the extent that the selling director or

executive officer is a party thereto.

Growth Company Status

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Consumer Protection Act.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table sets

forth, as of the date of this annual report, the beneficial ownership information of each current director, including each nominee for

director, of the Company, as well as the Company’s executive officers, and the executive officers and directors as a group.

is no person known to the Company to beneficially own 5% or more of the outstanding shares of the Company’s common stock.

of beneficial ownership is based on 70,724,664 shares of the Company’s common stock outstanding as of the date of this annual report.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

The following table sets forth,

as of the date of this annual report, the beneficial ownership information of each current director, including each nominee for director,

of the Company, as well as the Company’s executive officers, and the executive officers and directors as a group.

There is no person

known to the Company to beneficially own 5% or more of the outstanding shares of the Company’s common stock.

Percentage of beneficial

ownership is based on 70,724,664 shares of the Company’s common stock outstanding as of the date of this annual report.

Beneficial ownership is determined

3 unchanged sentences

common stock is based upon filings by such persons with the SEC and other information obtained from such persons, if available.

The beneficial ownership

percentages set forth in the table below are based on 70,724,664 shares of Common Stock issued and outstanding as as of the date of this

annual report, which includes the Earn Out Shares held by Continental Stock Transfer & Trust Company and do not take into account

the issuance of any shares of Common Stock upon the exercise of Public Warrants or Sponsor Warrants.

In computing the number of shares

of Common Stock beneficially owned by a person, we deemed to be outstanding all shares of Common Stock subject to warrants and convertible

notes held by the person that are currently exercisable or convertible or may be exercised or converted within 60 days of January 24,

The Company did not deem these shares outstanding, however, for purpose of computing the percentage of ownership of any other person.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities

named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.

and Address of Beneficial Owner (1)

The beneficial ownership percentages

set forth in the table below are based on 70,724,664 shares of Common Stock issued and outstanding as of the date of this annual report,

which includes the Earn Out Shares held by Continental Stock Transfer & Trust Company and do

not take into account the issuance of any shares of Common Stock upon the exercise of Public Warrants or Sponsor Warrants.

the number of shares of Common Stoc k beneficially owned by a person, we deemed to be outstanding all shares of Common Stock subject

to warrants and convertible notes held by the person that are currently exercisable or convertible or may be exercised or converted within

60 days of January 24, 2025.

The Company did not deem these shares outstanding, however, for purpose of computing the percentage of ownership

of any other person.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws,

the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.

Name and Address of Beneficial Owner (1)

Directors and Named Executive Officers:

33 unchanged sentences

100, Wilmington DE 19801.

shares of Common Stock held of record by Ling Houng Sham, wife of Mr.

10 unchanged sentences

at the closing of the Business Combination.

All outstanding options to purchase share of TP Holdings granted under the 2014 Plan has

All outstanding options to purchase share of TP Holdings granted under the 2014 Plan have

rolled over into the 2024 Plan and became options to purchase share of Common Stock of the Company.

11 unchanged sentences

or a lesser increase in the share reserve for that year.

Under the 2024 Plan, non-employee directors, employees and consultants, and

any individual to whom the Company and the affiliates have extended a formal offer of employment, are eligible to receive awards under

the 2024 Plan.

Under the 2024 Plan, non-employee directors, employees and consultants, and any

individual to whom the Company and the affiliates have extended a formal offer of employment, are eligible to receive awards under the

There is no limit on the number or class of directors, employees or consultants that are eligible to receive awards.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans

(excluding securities reflected in column (a))

Weighted-average

exercise price of

options, warrants

available for

Equity compensation plans approved by security holders

1 unchanged sentence

Changes in Control

Certain Relationships and Related

Transactions, and Director Independence

Certain Relationships and Related Transactions, and Director

Related Person Transactions Policy

The Board has adopted a

related person transaction policy that sets forth the Company’s procedures for the identification, review, consideration and approval

or ratification of related person transactions.

The policy became effective upon approval by the Board following the consummation of

the Business Combination.

The Company’s audit committee has the primary responsibility for reviewing and approving or disapproving

“related party transactions.” The charter of the Company’s audit committee provides that the audit committee will review

and approve in advance any related party transaction.

The Board has adopted a related

person transaction policy that sets forth the Company’s procedures for the identification, review, consideration and approval or

ratification of related person transactions.

The policy became effective upon approval by the Board following the consummation of the

Business Combination.

The Company’s audit committee has the primary responsibility for reviewing and approving or disapproving “related

party transactions.” The charter of the Company’s audit committee provides that the audit committee will review and approve

in advance any related party transaction.

A “related person transaction” is

a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which:

Company has been or is to be a participant,

amount involved exceeds or will exceed $120,000;

of the Company’s directors or executive officers or holders of more than 5% of the

Company’s capital stock, or any immediate family member of, or person sharing the household

with, any of these individuals, had or will have a direct or indirect material interest.

Under the policy, if a transaction has been identified

as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any

transaction that was not initially identified as a related person transaction prior to consummation, the Company’s management must

present information regarding the related person transaction to the Company’s audit committee, for review, consideration and approval

or ratification.

The audit committee will consider all relevant facts and circumstances of such a transaction, including, but not limited

(i) the related party’s relationship to the Company and interests in the transaction, (ii) the proposed amount involved in

the transaction, (iii) whether the transaction was or will be undertaken in the ordinary course of the Company’s and related party’s

business, (iv) the way in which any transaction was or is to be initiated, (v) whether the potential related party transaction is on

terms comparable to those available from an unrelated third party, (vi) the benefits to the Company of the proposed transaction, and

(vii) any other material fact pertinent to the transaction.

the Company has been or is to be a participant,

the amount involved exceeds or will exceed $120,000;

any of the Company’s directors or executive officers or holders of more than 5% of the Company’s capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Under the policy, if a transaction

has been identified as a related person transaction, including any transaction that was not a related person transaction when originally

consummated or any transaction that was not initially identified as a related person transaction prior to consummation, the Company’s

management must present information regarding the related person transaction to the Company’s audit committee, for review, consideration

and approval or ratification.

The audit committee will consider all relevant facts and circumstances of such a transaction, including,

but not limited to:

(i) the related party’s relationship to the Company and interests in the transaction, (ii) the proposed amount

involved in the transaction, (iii) whether the transaction was or will be undertaken in the ordinary course of the Company’s and

related party’s business, (iv) the way in which any transaction was or is to be initiated, (v) whether the potential related party

transaction is on terms comparable to those available from an unrelated third party, (vi) the benefits to the Company of the proposed

transaction, and (vii) any other material fact pertinent to the transaction.

Nature of relationships with related parties :

with the Company

Thunder Power (Hong Kong)

Limited (“TP HK”)

Over which the spouse of

Relationship with the Company

Thunder Power (Hong Kong) Limited (“TP HK”)

Over which the spouse of Mr.

Wellen Sham, the Company’s controlling shareholder, exercises significant influence

Thunder Power Electric

Vehicle (Hong Kong) Limited (“TPEV HK”)

Over which the spouse of

Thunder Power Electric Vehicle (Hong Kong) Limited (“TPEV HK”)

Over which the spouse of Mr.

Wellen Sham, the Company’s controlling shareholder, exercises significant influence

Controlling shareholder

of the Company

Controlling shareholder of the Company

Ling Houng Sham

Spouse of Mr.

Feutune Light Sponsor LLC

(“FLFV Sponsor”)

Feutune Light Sponsor LLC (“FLFV Sponsor”)

Shareholder of the Company

2 unchanged sentences

Rental expenses

On June 30, 2023, the outstanding

balances due to TP HK, TPEV HK and Mr.

Wellen Sham as of June 30, 2023 were settled by issuance of 2,183,887 of the Company’s

common stock.

For year ended December 31,

2025, the Company borrowed $1,349,264 from Mr.

Wellen Sham to support the Company’s operations.

The borrowings bear interest rate

of 8% and are payable through December 2026.

For the year ended December 31, 2025, the Company borrowed $100,000 from Ms.

Ling Houng Sham

to support the Company’s operations.

The borrowings bear interest rate of 8% and is payable through March 2026.

For the year ended

December 31, 2025, Mr.

Wellen Sham also made payments of $24,000 on behalf of the Company.

For the year ended December

1 unchanged sentence

Wellen Sham to support the Company’s operations.

The borrowings bear interest

rate ranging between 8% and 10% and is payable through December 2025.

As of December 31, 2024, the Company repaid borrowings of $25,000

The borrowings bear interest rate

ranging between 8% and 10% and is payable through December 2025.

As of December 31, 2024, the Company repaid borrowings of $25,000 to

Balance with related parties:

For the Year Ended

Amount due to the related party

3 unchanged sentences

Amount due to the related party

FLFV Sponsor (3)

Amount due to the related party

The balance due to TP HK

represented the payments made by TP HK on behalf of TP Holdings regarding the office rental fee and employee salary expenses.

balance is interest free and is repayable on demand.

The balance due to TP HK represented the payments made by TP HK on behalf of TP Holdings regarding the office rental fee and employee salary expenses.

The balance is interest free and is repayable on demand.

The balance due to Mr.

Wellen Sham represented

the promissory notes of $560,000 for extension of FLFV, promissory notes of $691,560 for the daily operation of the Company, other

payable of $4,000 for payment of operating expenses on behalf of the Company and interest payable of $40,855.

The balance due to

Ling Houng Sham represented promissory notes of $200,000 for extension of FLFV and interest payable of $8,636.

Among the promissory notes issued to Mr.

Wellen Sham, $260,000 of which was borrowed by Thunder Power and bear interest rate of 8% per annum and were payable on June 21,

2024, $300,000 was borrowed by FLFV which bear interest rate of 10% and is payable on September 19, 2024, $350,060 was borrowed by

the Company which bear interest rate of 10% and is payable on September 10, 2025, $100,000 was borrowed by the Company which bear

interest rate of 10% and is payable on October 16, 2025, $121,500 was borrowed by the Company which bear interest rate of 8% and

is payable on November 12, 2025, and $120,000 was borrowed by the Company which bear interest rate of 8% and is payable on December

As of December 31, 2024, the Company repaid $25,000 to Mr.

As of the date of this Annual Report, the Company

has not settled the promissory notes with Mr.

Among the promissory notes issued to Ms.

Ling Houng Sham, $100,000 borrowed by Thunder Power which bear interest rate of 8% per annum and were payable on June 21, 2024, and $100,000

borrowed by FLFV which bear interest rate of 8% and is payable on June 21, 2024.

As of the date of this Annual Report, the Company has

not settled the promissory notes with Ms.

Ling Houng Sham.

In May and June 2024, FLFV

issued three promissory notes to the FLFV Sponsor in exchange for an aggregated loans of $190,000 from the FLFV Sponsor, among which

$50,000 was payable on closing of the Business Combination, and $140,000 was payable on July 21, 2024.

As of the date of this Annual

Report, the Company has not settled the promissory notes with FLFV Sponsor.

the promissory notes of $560,000 for extension of FLFV, promissory notes of $2,575,824 for the daily operation of the Company, other payable

of $28,000 for payment of operating expenses on behalf of the Company and interest payable of $219,761.

The balance due to Ms.

Sham represented promissory notes of $300,000 for extension of FLFV and interest payable of $30,751.

The promissory notes issued to Mr.

matured through December 2026 with interest rate ranging between 8% and 10%.

The promissory notes issued to Ms.

Wellen Sham matured through

March 2026 with interest rate of 8%.

In May and June 2024, FLFV issued three promissory notes to the FLFV Sponsor in exchange for an aggregated loans of $190,000 from the FLFV Sponsor, among which $50,000 was payable on closing of the Business Combination, and $140,000 was payable on June 21, 2024.

As of the date of this Annual Report, the Company has not settled the promissory notes with FLFV Sponsor.

Principal Accountant Fees and Services

Prior Audit Firm

MaloneBailey, LLP (“MaloneBailey”)

served as our independent registered public accounting firm from April 25, 2023.

At such time, we amicably terminated the engagement

of MaloneBailey, and such termination was approved by our Board of Directors and Audit Committee.

The reports of MaloneBailey on our

financial statements as of and for the fiscal year ended December 31, 2023did not contain any adverse opinion or disclaimer

of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of providing

a qualification as to our predecessor’s ability to continue as a going concern.

Since its appointment and through the subsequent

interim period ended August 1, 2024, there were no disagreements with MaloneBailey on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MaloneBailey,

would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report;

and there were

no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

Current Audit Firm

1 unchanged sentence

PAC (“Assentsure”) to serve as our independent registered public accounting firm for the fiscal year ending December 31,

BCRG has served as our independent registered public accounting firm since August 1, 2024.

Fees Billed to the Company in fiscal year

1 unchanged sentence

The following table sets

forth the fees billed to us by our principal auditor and former principal auditor professional services rendered during the fiscal years

ended December 31, 2023 and our principal auditor, Assentsure PAC, for professional services rendered during the fiscal years

ended December 31, 2024:

related fees (2)

forth the fees billed to us by our auditor professional services rendered during the fiscal years ended December 31, 2025 and

Audit fees (1)

Audit related fees (2)

All other fees

Audit Fees — Audit

fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial

Audit-Related Fees — These

consisted principally of the aggregate fees related to audits that are not included Audit Fees.

Tax Fees — Tax

fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our various jurisdictions’

income tax returns.

Audit Fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial statements.

Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees.

Tax Fees — Tax fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our various jurisdictions’ income tax returns.

Pre-Approval Policies and Procedures

The Audit Committee has

the authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification).

The Audit Committee has the

authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification).

The Audit Committee is also responsible for the compensation and oversight of the work of the independent registered public accounting

4 unchanged sentences

The Audit Committee pre-approves

all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent

registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of

the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently

all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered

public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the

Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently

approved prior to the completion of the audit.

2 unchanged sentences

Exhibits, Financial Statement Schedule

following documents are filed as part of this Report:

The following documents are filed as part of this Report:

Financial Statements

of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

of Changes in Shareholders’ Deficit

of Cash Flows

to Financial Statements

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

Financial Statements Schedule

All financial statement

schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is

presented in the financial statements and notes beginning on F-1 on this Report.

Exhibits and Financial Statement Schedules.

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in

the financial statements and notes beginning on F-1 on this Report.

Exhibits and Financial

Statement Schedules.

Incorporated by Reference

Agreement and Plan of Merger, dated as of October 26, 2023, by and among Feutune Light Acquisition Corp., Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited.

19 unchanged sentences

June 27, 2024

Letter Agreement date June 21, 2024, among Feutune Light Acquisition Corporation and certain stockholders

June 27, 2024

Forward Purchase Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation, Thunder Power Holdings Limited, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC.

4 unchanged sentences

June 27, 2024

Agreement re Settlement of Outstanding Note, dated June 21, 2024, by and between Feutune Light Acquisition Corporation and certain promissory

Promissory Note, dated June 21, 2024, issued by Thunder Power Holdings, Inc.

to Wellen Sham.

June 27, 2024

Promissory Note, dated June 21, 2024, issued by Thunder Power Holdings, Inc.

June 27, 2024

Promissory Note, dated June 21, 2024, issued by Thunder Power Holdings, Inc.

to Sau Fong Yeung.

June 27, 2024

Letter Agreement dated June 21, 2024.

June 27, 2024

Form of Non-Competition Agreement.

22 unchanged sentences

November 6, 2024

Promissory Note, dated September 11, 2024, issued by Thunder Power Holdings, Inc.

to Wellen Sham

Exhibit 10.22

January 14, 2025

Promissory Note, dated October 16, 2024, issued by Thunder Power Holdings, Inc.

to Wellen Sham

Exhibit 10.23

January 14, 2025

Promissory Note, dated November 13, 2024, issued by Thunder Power Holdings, Inc.

to Wellen Sham

Exhibit 10.24

January 14, 2025

Promissory Note, dated December 10, 2024, issued by Thunder Power Holdings, Inc.

to Wellen Sham

Exhibit 10.25

January 14, 2025

Capital Markets Advisory Agreement, dated May 15, 2024, by and between Thunder Power Holdings, Inc.

9 unchanged sentences

January 29, 2025

The Amendment Agreement

Amendment to Share Exchange Agreement.

Proxy Statement

3 unchanged sentences

Insider Trading Policy.

March 31, 2025

List of Subsidiaries of Thunder Power Holdings, Inc.

2 unchanged sentences

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant

to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy relating to recovery of compensation.

March 31, 2025

Audit Committee Charter.

4 unchanged sentences

November 6, 2024

Policy relating to recovery of compensation

Inline XBRL Instance Document.

7 unchanged sentences

Filed herewith

Certain portions of this exhibit (indicated by “***”)

have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information

that the Registrant treats as private or confidential.

The Registrant agrees to furnish supplementally a copy of such schedules,

or any section thereof, to the SEC upon request.

Indicate management contract or compensatory plan or

Certain portions of this exhibit (indicated by “***”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Registrant treats as private or confidential.

The Registrant agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

Indicate management contract or compensatory plan or arrangement.

Form 10-K Summary

2 unchanged sentences

its behalf by the undersigned, thereunto duly authorized.

March 31, 2025

Thunder Power

Holdings, Inc.

Christopher Nicoll

April 7, 2026

Thunder Power Holdings, Inc.

/s/ Christopher Nicoll

Christopher Nicoll

4 unchanged sentences

the capacities and on the dates indicated.

Christopher Nicoll

Chairperson of the Board,

President, Chief Executive Officer

/s/ Christopher Nicoll

Director, President, Chief

Executive Officer

April 7, 2026

Christopher Nicoll

(principal executive officer)

and interim Chief Financial Officer

(principal financial officer and principal accounting officer)

/s/ Pok Man Ho

Interim Chief Financial Officer

March 31, 2025

and Chairman of the Board

April 7, 2026

(principal financial officer and principal accounting officer)

/s/ Chiwen Chen

Director and Chairman of the Board

April 7, 2026

/s/ Mingchih Chen

April 7, 2026

Mingchih Chen

Ferdinand Kaiser

/s/ Ferdinand Kaiser

April 7, 2026

Ferdinand Kaiser

Kevin Vassily

/s/ Kevin Vassily

April 7, 2026

Kevin Vassily

THUNDER POWER HOLDINGS,

THUNDER POWER HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

of Changes in Shareholders’ Deficit

of Cash Flows

to Financial Statements

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To The Shareholders and the Board of Directors of Thunder Power Holdings

9 unchanged sentences

Explanatory Paragraph - Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3 to the consolidated financial statements, the Company has accumulated deficits of $36,932,246 and $34,429,895 as of December

31, 2024 and 2023, respectively and loss from operations of $2,502,351 and $1,815,644

in 2024 and 2023, respectively.

These factors raise substantial doubts about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements,

the Company has incurred recurring losses from operations and has accumulated deficits of $39,051,663 and $36,932,246 as of December 31,

2025, and 2024, respectively.

In addition, the Company has limited cash resources

and faces significant liquidity constraints.

The Company’s common stock was suspended from trading on the Nasdaq Stock Market in

April 2025 and subsequently delisted in July 2025, and is currently quoted on the over-the-counter market, which significantly limits

its access to capital markets.

Further, certain assets, including prepaid forward purchase arrangements, are not expected to generate

near-term cash inflows and their realization is subject to significant uncertainty.

The Company’s ability to obtain financial support

from its principal shareholder is also uncertain due to ongoing legal proceedings.

These conditions raise substantial doubt about

the Company’s ability to continue as a going concern for a period of at least one year from the date that the financial statements

Management’s plans in regard to these matters are described in Note 3.

The consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

The consolidated financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

23 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Assentsure PAC

March 31, 2025

/s/ Assentsure PAC

April 7, 2026

PCAOB ID Number 6783

We have served as the Company’s auditor

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light

Acquisition Corporation)

THUNDER POWER HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

3 unchanged sentences

Current Assets

Deferred offering costs

Short-term investments

Prepaid expenses for forward purchase contract

2 unchanged sentences

Non-current Assets

Property and equipment, net

Right of use assets

Total Non-current

Total Non-current Assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Advance of subscription fees from shareholders

Amount due to related parties

Other payable and accrued expenses

Lease liabilities

Lease liabilities, current

Underwriter fee payable

Total Current Liabilities

Non-current Liabilities

Lease liabilities, non-current

Total Non-current Liabilities

Total Liabilities

2 unchanged sentences

Common stock ($ 0.0001 par value, 1,000,000,000 shares authorized;

50,724,664 and

37,488,807 shares issued and outstanding at December 31, 2024 and 2023, respectively)*

70,724,664 and 70,724,664 shares issued at December 31, 2025 and 2024, respectively;

50,724,664 and 50,724,664 shares outstanding at December 31, 2025 and 2024, respectively)*

Additional paid-in capital

6 unchanged sentences

Shareholders’ Equity

* 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 financial statements.

* The difference between issued and outstanding shares relates to 20,000,000 earnout shares held in escrow that will vest upon achievement of certain performance milestones.

The accompanying notes are an integral part

of the consolidated financial statements.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light

Acquisition Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

For the years ended December 31, 2025 and 2024

1 unchanged sentence

dollar, except for the number of shares and loss per share)

For the Year Ended

For the Years Ended

Operating expenses

General and administrative expenses

General and administrative

( 1,917,739 )

4 unchanged sentences

Other income (expenses)

Interest income, net

Foreign currency exchange loss

Total other expenses, net

Other expenses, net

Interest (expenses) income

Foreign currency exchange income (loss)

Total other expenses,

Loss before income taxes

4 unchanged sentences

( 2,502,351 )

Other comprehensive income

Other comprehensive loss

Foreign currency adjustments

2 unchanged sentences

$ ( 2,502,218 )

Loss per share – basic and diluted*

Weighted average shares – basic and diluted*

* 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 ”).

Loss per share – basic

Weighted average shares – basic

The accompanying notes are an integral part

of the consolidated financial statements.

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICITS)

THUNDER POWER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the years ended December 31, 2025 and 2024

2 unchanged sentences

Accumulated other

shareholders’

comprehensive income

Balance as of December 31, 2022

$ ( 32,614,251 )

$ ( 519,825 )

Capital injection from shareholders

Issuance of ordinary shares to a related party to settle liabilities

due to the related party

Share-based compensation

( 1,815,644 )

shareholders’

Balance as of December 31, 2023

6 unchanged sentences

Settlement of working capital loans

Issuance of ordinary shares pursuant to forward purchase contracts

Issuance of ordinary shares pursuant to forward purchase

Issuance of ordinary shares pursuant to a private placement

5 unchanged sentences

$ ( 36,932,246 )

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 ”).

Reversal of previously accrued excise tax related to repurchases of

common stocks

( 2,119,417 )

Foreign exchange adjustments

Balance as of December 31, 2025

$ ( 39,051,663 )

The accompanying notes are an integral part

of the consolidated financial statements.

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

THUNDER POWER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

1 unchanged sentence

(Expressed in U.S.

For the Year Ended

For the Years Ended

Cash flows from operating activities:

1 unchanged sentence

$ ( 2,502,351 )

Adjustments to reconcile net loss to net cash used in operating

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

Depreciation expenses

1 unchanged sentence

Share-based compensation

Share-based settlement expenses

Allowance for credit losses against other current assets

Changes in fair value of short-term investments

Reversal of exercise tax payable (Note 6)

Changes in operating assets and liabilities:

3 unchanged sentences

Lease liabilities

Net cash used in operating

Net cash used in operating activities

( 1,514,036 )

( 1,227,253 )

Cash flows from investing activities:

Cash acquired in reverse capitalization

Net cash provided

by investing activities

Purchase of short-term investments

Net cash (used in) provided by investing activities

Cash flows from financing activities:

Subscription fees advanced from shareholders

Subscription fees received from shareholders

Payment of offering cost

Return of subscription fees to an investor

Borrowings from related parties

1 unchanged sentence

Payment of extension loans

Payment of extension loans on behalf of a third party

Proceeds of prepayment shortfall under

forward purchase contract

provided by financing activities

Proceeds of prepayment shortfall under forward purchase contract

Net cash provided by financing activities

Effect of exchange rates on cash

Net decrease in cash

5 unchanged sentences

Non-cash investing and financing activities

Operating lease right-of-use assets obtained

in exchange for operating lease liabilities

Transfer of advance of subscription fees

from shareholders to equity

Payable of expenses directly related to

the business combination

Issuance of ordinary shares to settle the

liabilities due to a controlling shareholder

Issuance of ordinary shares to settle the

liabilities due to a related party

Issuance of ordinary shares to settle working

capital loans

Share based compensation to a non-employee

as part of offering cost

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

Transfer of advance of subscription fees from shareholders to equity

Offering costs payable accrued directly related to the business combination

Issuance of ordinary shares to settle working capital loans

Share based compensation to a non-employee as part of offering cost

The accompanying notes are an integral part

of the consolidated financial statements.

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6 unchanged sentences

a parent holding company with no operations.

Upon the closing business combination closed on June 21, 2024, TP

Holdings changed its name to Thunder Power AI Subsidiary, Inc.

TP Holdings has one wholly-owned

1 unchanged sentence

laws and regulations of British Virgin Islands on October 19, 2016.

TP Holdings also setup two branches, namely Thunder Power AI Subsidiary,

(Hong Kong) (“TPAI-HK”) and Thunder Power Holdings Ltd (“TPAI-TW”) in Hong Kong and Taiwan, respectively.

Both branches are not legal entities, but rather they have tax identity in their respective jurisdictions.

TP Holdings together with

25 unchanged sentences

placed in an escrow account managed by Continental Stock Transfer & Trust Company (“CST”).

We have also capitalized

offering cost of $ 1,491,495 , which was recorded as reduction against additional paid-in capital.

We also capitalized offering

cost of $ 1,491,495 , which was recorded as reduction against additional paid-in capital.

Following the consummation

1 unchanged sentence

under the symbol “AIEV” on June 24, 2024.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND BUSINESS DESCRIPTION (cont.)

The reverse recapitalization

6 unchanged sentences

in the reverse recapitalization, subject to adjustments to reflect the par value of the outstanding capital stock of FLFV.

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND BUSINESS DESCRIPTION (cont.)

As part of the Business

4 unchanged sentences

Initial Insiders were comprised

of Feutune Light Sponsor LLC (the “Sponsor”), US Tiger Securities, Inc (“US Tiger”).

and certain officers and

of Feutune Light Sponsor LLC (the “Sponsor”), US Tiger Securities, Inc.

(“US Tiger”) and certain officers and

directors of the Company.

20 unchanged sentences

of Electric Power Technology Limited, a Taiwan corporation (“TW Company”).

Pursuant to the Agreement,

the TW Company Shareholders will exchange 26,079,550 ordinary shares of TW Company for 31,034,666 newly issued shares of the Company’s

common stock, par value $ 0.0001 per share (the “Exchange”).

Upon completion of the Exchange, the Company will acquire approximately

30.8 % of TW Company’s total issued and outstanding shares.

The closing of the Exchange is subject to customary conditions, including

receipt of all necessary regulatory approvals and the approval of the Company’s shareholders.

The Agreement contains customary

representations, warranties and covenants by the parties.

The closing must occur no later than October 31, 2025.

The Agreement may be

(1) by mutual consent of the parties;

(2) by either party upon material breach by the other party that remains uncured for

10 days after notice;

(3) if the closing has not occurred within 90 days of signing (subject to extension for regulatory approvals);

or (4) by either party if a court or regulatory authority permanently enjoins the transaction.

On January 27, 2025, the Company and TW Company

Shareholders have agreed to execute an amendment to the Share Exchange Agreement (the “First Amendment”, together with the

Agreement, the “Amended Agreement”), amending, among other things, the share exchange ratio as 119 shares of the Company’s

common stock for every 100 ordinary shares of TW Company.

Pursuant to 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 months.

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

total issued and outstanding shares.

On June 26, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, the shareholders voted to approve, among others, the share exchanges.

On April 17, 2025, the Nasdaq

Stock Market LLC (the “Nasdaq”) notified the Company that the Nasdaq Hearings Panel (the “Panel”) has determined

to affirm the denial of the Company’s request to continue its listing of the Company’s common stock, par value $ 0.0001 per

share (“Common Stock”), and that trading of the Company’s Common Stock was suspended at the open of trading on April

On July 21, 2025, Nasdaq filed Form 25 with the Securities and Exchange Commission to delist the Company’s securities

The delisting became effective on July 31, 2025.

The Company’s Common Stock are traded on the over-the-counter market

under the symbol “AIEV”.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7 unchanged sentences

The consolidated financial

statements include the accounts of the Company and its wholly-owned subsidiaries.

statements include the accounts of the Company and its wholly-owned subsidiary.

All intercompany transactions and balances have been

1 unchanged sentence

Use of Estimates

The preparation of consolidated

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the consolidated financial statements,

and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from those estimates under different

assumptions or conditions.

On an ongoing basis, management reviews these estimates and assumptions using the currently available information.

Changes in facts and circumstances may cause the Company to revise its estimates.

The Company bases its estimates on past experience and

on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying

values of assets and liabilities.

Estimates are used when accounting for items and matters including, but not limited to, determinations

of the useful lives and valuation of long-lived assets, estimates of allowances for expected credit losses, valuation allowance of deferred

tax assets and other provisions and contingencies.

To the extent there are material differences between the estimates and actual results,

the Company’s future results of operations will be affected.

The Company’s consolidated

financial statements have been prepared in accordance with GAAP.

The preparation of consolidated financial statements in conformity with

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures

of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses

during the reporting period.

Actual results could differ from those estimates.

The Company bases its estimates on historical experience

and on various other assumptions that are believed to be reasonable for making judgments that are not readily apparent from other sources.

The most significant estimates with regard to these consolidated financial

statements are allowance for expected credit losses of other receivable, allowance for prepaid expenses for Forward Purchase Contract,

classification of prepaid expenses for Forward Purchase Contract, and accrued legal expenses.

Fair value of financial instruments

13 unchanged sentences

As of December 31, 2025

and 2023, financial instruments of the Company primarily comprised of current assets and current liabilities including cash, other current

assets, due to related parties, other payables, lease liabilities and underwriter fee payable.

The carrying amount of these current assets

and current liabilities approximate their fair values because of the short-term nature of these instruments.

and 2024, financial instruments of the Company primarily comprised of current assets and current liabilities including cash, short-term

investments, other current assets, amount due to related parties, other payables and underwriter fee payable.

The carrying amount of

these current assets and current liabilities approximate their fair values because of the short-term nature of these instruments.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Foreign currency translation

Transactions denominated in currencies other

than the functional currency are translated into the functional currency at the exchange rates prevailing on the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

using the applicable exchange rates on the date of the balance sheet.

The reporting currency of the Company and its

subsidiaries is U.S.

Transactions denominated

in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the

dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated

into the functional currency using the applicable exchange rates on the date of the balance sheet.

The reporting currency of

the Company and its subsidiaries is U.S.

dollars (“US$”).

In general, for consolidation purposes, assets

and liabilities of the Company and its subsidiaries whose functional currency is not the US$, are translated into US$, using the exchange

rate on the balance sheet date.

In general, for consolidation purposes, assets and liabilities of the

Company and its subsidiary whose functional currency is not the US$, are translated into US$, using the exchange rate on the balance sheet

Revenues and expenses are translated at average rates prevailing during the period.

The gains and losses

resulting from translation of financial statements of the Company and its subsidiaries are recorded as a separate component of accumulated

other comprehensive income within the statement of shareholders’ equity.

Translation of amounts from TWD into US$ has

been made at the following exchange rates for the respective periods:

The gains and losses resulting from translation

of financial statements of the Company and its subsidiary are recorded as a separate component of accumulated other comprehensive income

within the statement of shareholders’ equity.

Translation of amounts from

TWD into US$ has been made at the following exchange rates for the respective periods:

TWD exchange rate for balance sheet items, except

for equity accounts

For the Year Ended

TWD exchange rate for items in the statements

of operations and comprehensive loss, and statements of cash flows

Cash and cash equivalents

primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdraw and use.

For the Years Ended

TWD exchange rate for items in the statements of operations

and comprehensive loss, and statements of cash flows

Prepaid expenses for forward purchase contract

14 unchanged sentences

sole discretion, waives such 9.9 % ownership limitation.

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Prepaid expenses for forward purchase contract (cont.)

The Forward Purchase Agreement

4 unchanged sentences

Shortfall to the Company on the prepayment date (which amount will be netted from the Prepayment Amount) (the “Initial Prepayment

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Prepaid expenses for forward purchase contract (cont.)

The Seller in its sole discretion

39 unchanged sentences

by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) the $ 10.00 .

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Prepaid expenses for forward purchase contract (cont.)

From time to time and on

11 unchanged sentences

The payment date may be changed within a quarter at the mutual agreement of the parties.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Prepaid expenses for forward purchase contract (cont.)

The “Valuation Date”

5 unchanged sentences

Date will not be earlier than the day such notice is effective).

The Valuation Date notice will become effective immediately upon its

delivery from the Seller to the Counterparty in accordance with the Forward Purchase Agreement.

The Valuation Date notice will become effective immediately upon delivery

from the Seller to the Counterparty in accordance with the Forward Purchase Agreement.

On June 15, 2024, the Sellers

11 unchanged sentences

On July 2, 2024, the Sellers

purchased and the Company issued additional 3,706,461 shares of the Company’s common stock to Meteora pursuant to the Forward Purchase

Agreement and Subscription Agreement.

purchased, and the Company issued an additional 3,706,461 shares of the Company’s common stock to Meteora pursuant to the Forward

Purchase Agreement and Subscription Agreement.

The Sellers made a prepayment shortfall of $ 150,000 .

The Company recorded the proceeds from shortfall

prepayments as a reduction against the account of “prepaid expenses for forward purchase contract”.

The Company recorded the proceeds

from the shortfall prepayment as a reduction to “prepaid expenses for forward purchase contract.”

As of December 31, 2025

the Company had outstanding balance of prepaid expenses for forward purchase contract of $ 13,114,964 .

Property and equipment, net

Property and equipment primarily

consist of office equipment.

Office equipment is stated at cost less accumulated depreciation less any provision required for impairment

Depreciation is computed using the straight-line method with no residual value based on the estimated useful lives of five years.

Costs of repairs and maintenance

are expensed as incurred and asset improvements are capitalized.

The cost and related accumulated depreciation of assets disposed of

or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations.

Impairment of long-lived assets

The Company reviews long-lived

assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted

cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment recognized is measured

by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

The Company impaired the property and

equipment with net book value of nil for the year ended December 31, 2024.

and 2024, the Company had an outstanding balance of prepaid expenses for forward purchase contract of $ 13,114,964 .

Management assessed the

recoverability of the prepaid balance and concluded that no impairment was recorded as of December 31, 2025 and 2024.

The realization

of this balance is dependent on future share transactions under the Forward Purchase Agreement and is subject to significant uncertainty,

including market conditions and the Company’s listing status.

Accordingly, the prepaid balance is not expected to generate near-term

cash inflows.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Underwriter fee payable

The underwriter fee payable

was due to two underwriters of FLFV in the initial public offering.

Pursuant to the underwriter agreements, the Company paid a total

underwriter fee of 2.0 % of the gross proceeds of the IPO, or $ 1,955,000 to the underwriters at the closing of the IPO.

the underwriters are entitled to an underwriter fee of 3.5 % of the gross proceeds of the IPO, or $ 3,421,250 upon the closing

of the Business Combination.

For the year ended December

31, 2024, the Company paid a total of $ 500,000 to both underwriters.

As of December 31, 2024, the Company had underwriter fee payable

of $ 2,921,250 .

General and administrative expenses

General and administrative

expenses consist primarily of salaries, share-based compensation and benefits for employees involved in general corporate functions,

depreciation, legal and professional services fees, rental and other general corporate related expenses.

The Company accounts for

32 unchanged sentences

The Company is also

registered as a foreign corporation with the State of New Jersey Department of the Treasury The Company would be subject to New Jersey

registered as a foreign corporation with the State of New Jersey Department of the Treasury.

The Company would be subject to New Jersey

state tax laws if it has operation in the State of New Jersey.

3 unchanged sentences

no temporary differences and no deferred tax asset or liability recognized.

The Company does not believe that there was any uncertain

The Company does not believe that there were any uncertain

tax positions as of December 31, 2025 and 2024.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Operating leases

The Company leases its offices,

which are classified as operating leases in accordance with Topic 842.

Operating leases are required to record in the balance sheet

as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments.

The Company has elected

the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of

the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and

(3) initial direct costs for any expired or existing leases as of the adoption date.

The Company elected the short-term lease exemption

as the lease terms are 12 months or less.

At the lease commencement

date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest

rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same

term as the underlying lease.

The right-of-use asset is

recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred,

consisting mainly of brokerage commissions, less any lease incentives received.

All right-of-use assets are reviewed for impairment.

There was no impairment for right-of-use lease assets as of December 31, 2024 and 2023.

Loss per share

Basic loss per share is

computed by dividing net income attributable to the holders of common stock by the weighted average number of common stock outstanding

during period presented.

Diluted loss per share is calculated by dividing net income attributable to the holders of common stock as adjusted

for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of common stock and dilutive common stock

equivalents outstanding during the period.

However, ordinary share equivalents are not included in the denominator of the diluted earnings

per share calculation when inclusion of such shares would be anti-dilutive.

Commitments and contingencies

In the normal course of

business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover

a wide range of matters, including, among others, government investigations and tax matters.

In accordance with ASC No.

450, the Company

records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably

The Jumpstart Our Business

Startups Act of 2012 (“JOBS Act”) provides that an emerging growth company (“EGC”), as defined therein, can take

advantage of an extended transition period for complying with new or revised accounting standards.

This allows an EGC to delay adoption

of certain accounting standards until those standards would otherwise apply to private companies.

The Company qualifies as an EGC as

of December 31, 2021 and has elected to apply the extended transition period for complying with new or revised accounting standards

that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC or (ii)

affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

As a result, our consolidated financial

statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective

Segment reporting

The Company uses the management

approach to determine operating segment.

The management approach considers the internal organization and reporting used by the Company’s

chief operating decision maker (“CODM’’) for making decisions, allocation of resource and assessing performance.

Company operates and manages its business as a single operating and reportable segment.

The Company’s CODM has been identified

as the Chief Executive Officer who reviews the consolidated net loss when making decisions about allocating resources and assessing performances

of the Company.

Significant segment expenses are the same as these presented under the operating costs and expenses in the consolidated

statements of operations and comprehensive loss, and the difference between net revenue less significant segment expenses and consolidated

net loss are the other segment items.

The CODM reviews and utilizes these financial metrics together with non-financial metrics to make

operation decisions, such as the determination of the fee rate at which the Company charges for its products and services and the allocation

of budget between operating costs and expense.

For the years ended December

31, 2025 and 2024, the Company has not generated revenues from operating activities.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently adopted accounting standards

In March 2024, the FASB

issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concept Statements” (“ASU

ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB

Concepts Statements.

In most instances, the references are extraneous and not required to understand or apply the guidance.

instances, the references were used in prior Statements to provide guidance in certain topical areas.

The Company adopted ASU 2024-02

for the annual period ending December 31, 2025.

The adoption of this standard did not have a material impact to our results of operations,

cash flows or financial condition.

Recently issued accounting standards

In December 2025, the FASB

issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies.

the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other

Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting

period that have a material impact on the entity.

As the Board stated in the proposed guidance and reiterates in the ASU, the amendments

are not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements.

public business entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning

after December 15, 2027.

For entities other than public business entities, for interim reporting periods within annual reporting periods

beginning after December 15, 2028.

Early adoption is permitted for all entities.

In July 2025, the FASB issued ASU

2025-05, which amends ASC 326-20 to provide a practical expedient for all entities which elect a practical expedient that assumes

that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable

forecasts as part of estimating expected credit losses, and an accounting policy election for all entities, other than a public business

entity, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current

contract assets that arise from transactions accounted for under ASC 606.

Under ASU 2025-05, an entity is required to disclose whether

it has elected to use the practical expedient and, if so, whether it has also applied the accounting policy election.

An entity that

makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated.

is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting

periods, with early adoption permitted.

Entities should apply the new guidance prospectively.

The Company is currently evaluating these

new disclosure requirements and does not expect the adoption to have a material impact.

In January 2025, the FASB

issued ASU 2025-01, “Income Statement – Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40):

Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarifies that all public business

entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within

annual reporting periods beginning after December 15, 2027.

Entities within the ASU’s scope are permitted to early adopt the accounting

standard update.

The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material

In November 2024, the FASB

18 unchanged sentences

15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU.

In December 2023, the FASB

issued ASU 2023-09, which is an update to Topic 740, Income Taxes.

The amendments in this update related to the rate reconciliation and

income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income

(or loss) and income tax expense (or benefit) to be consistent with U.S.

Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h),

Rules of General Application—General Notes to Financial Statements:

Income Tax Expense, and (2) removing disclosures that no longer

are considered cost beneficial or relevant.

For public business entities, the amendments in this update are effective for annual periods

beginning after December 15, 2024.

For entities other than public business entities, the amendments are effective for annual periods

beginning after December 15, 2025.

Early adoption is permitted for annual financial statements that have not yet been issued or made

available for issuance.

The amendments in this update should be applied on a prospective basis.

Retrospective application is permitted.

In November 2023, the FASB

issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures.

The amendments improve reportable segment

disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance

interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide

new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash

The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years

beginning after December 15, 2024.

The Company assesses that the adoption of these ASUs will not have a material impact on the Company’s

consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows.

In October 2023, the

FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification

The Company is currently evaluating these

new disclosure requirements and does not expect the adoption to have a material impact.

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently issued accounting standards (cont.)

In October 2023, the FASB

issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification

initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall,

16 unchanged sentences

entities, the amendments will be effective two years later from the date of the SEC’s removal.

The Company is currently evaluating

these new disclosure requirements and does not expect the adoption to have a material impact.

The Company does not believe

other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on it’s the

consolidated financial position, statements of operations and cash flows.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its consolidated

financial position, statements of operations and cash flows.

Significant risks and uncertainties

Assets that potentially

subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents.

subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents.

The maximum exposure

4 unchanged sentences

Bank accounts in each bank

in Taiwan is insured by the government authority with the maximum limit of TW$ 3,000,000 (equivalent to approximately $ 91,500 ).

account in the United States is insured by Federal Deposit Insurance Corporation (“FDIC”) insurance with the maximum limit

of $ 250,000 .

in Taiwan are insured by the government authority with the maximum limit of TW$ 3,000,000 (equivalent to approximately $ 95,600 ).

bank account in the United States is insured by Federal Deposit Insurance Corporation (“FDIC”) insurance with the maximum

limit of $ 250,000 .

Each bank account in Hong Kong is insured by the government authority with the maximum limit of HK$ 800,000 (equivalent

3 unchanged sentences

and the Company also continually monitors their credit worthiness.

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GOING CONCERN

The Company has been incurring

losses from operations since its inception.

The Company had limited operations and did not generate any revenue for the financial year

ended December 31, 2024, and 2023 respectively.

This resulted in an accumulated deficit of $ 36,932,246 and $ 34,429,895 , loss from operations

of $ 2,502,351 and $ 1,815,644 and net cash outflows from operating activities of $ 1,227,253 and $ 658,729 in 2024 and 2023 respectively.

The working capital excluded the non-cash items, which are prepaid expenses for the Forward Purchase Agreement, deferred offering costs

and advance of subscription fees from shareholders.

These conditions raised substantial doubts about the Company’s ability to continue

as a going concern.

The Company’s liquidity

is based on its ability to obtain capital financing from equity interest investors and borrow funds on favorable economic terms to fund

its general operations and capital expansion needs.

The Company’s ability to continue as a going concern is dependent on management’s

ability to successfully raise more capitals and execute its business plan, which includes increasing revenue while controlling operating

cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive

financing cash flows.

Currently, the Company is working to improve its liquidity and capital sources mainly through borrowing from related

parties and obtaining financial support from its principal shareholder who has agreed to continue providing funds for the Company’s

working capital needs whenever needed.

In addition, in order to

fully implement its business plan and sustain continued growth, the Company is also actively seeking financing from outside investors,

borrowings from related parties and financial institutions.

However, there can be no assurance that these plans and arrangements will

be sufficient to fund the Company’s ongoing capital expenditure, working capital, and other requirements.

The accompanying consolidated

financial statements do not include any adjustments related to the recoverability or classification of asset and the amounts or classification

of liabilities that may result from the outcome of this uncertainty.

As of December 31, 2025,

the Company had cash of $ 10,093 and has incurred recurring losses from operations since inception.

The Company reported a net loss of

approximately $ 2.1 million for the year ended December 31, 2025 and has an accumulated deficit of approximately $ 39.1 million.

conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company faces several significant

uncertainties, including:

Operating losses and liquidity

constraints – The Company has not generated sufficient revenues to support its operations and has limited cash resources to

meet its obligations.

Prepaid Forward Contract

– The Company has recorded a prepaid balance related to a forward purchase agreement as a current asset.

The realization of

this balance is dependent on the counterparty’s sale of the Company’s shares and is subject to significant uncertainty,

including market conditions and the Company’s listing status.

The arrangement is not expected to generate near-term cash inflows

and may not be readily realizable in cash.

Accordingly, this balance does not provide immediate liquidity to support the Company’s

Nasdaq delisting – The Company’s common stock was suspended from trading on the Nasdaq Stock Market on April 21, 2025 and subsequently delisted on July 31, 2025.

The Company’s securities are currently quoted on the over-the-counter market.

This significantly limits the Company’s ability to access public capital markets and raises substantial uncertainty regarding its ability to obtain financing.

Dependence on principal

shareholder – The Company has historically relied on financial support from its principal shareholder.

Due to ongoing legal

proceedings involving the shareholder, there is significant uncertainty regarding the shareholder’s ability and willingness

to continue providing financial support.

Management has undertaken

certain actions to address these conditions, including exploring potential financing alternatives, seeking additional equity or debt

funding, and evaluating cost reduction and restructuring initiatives.

The Company is also pursuing strategic transactions, including

a proposed acquisition;

however, such transaction remains subject to completion and other uncertainties, and the target entity is also

subject to its own going concern considerations.

However, there can be no

assurance that these plans will be successfully implemented or will be sufficient to alleviate the substantial doubt regarding the Company’s

ability to continue as a going concern, including the Company’s ability to realize value from the forward purchase arrangement.

Accordingly, the Company’s

ability to continue as a going concern is dependent upon its ability to obtain additional financing and generate sufficient cash flows

from operations.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and

classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

of the following:

made on behalf of the Sponsor (a)

made on behalf of a third party (b)

Payments made on behalf of a third party (a)

Prepaid expenses

(a) As discussed in Note 1, TP Holdings entered into a Merger Agreement with FLFV and its Merger Sub.

The balance of payments on behalf of the Sponsor represented the payments of extension loans in an amount of $ 300,000 made by TP Holdings on behalf of the Sponsor.

The balance was deducted against additional paid-in capital upon the closing of the Business Combination in 2024.

(b) Before entering into a Merger Agreement with FLFV, TP Holdings entered into a letter of intent with Aetherium Acquisition Corp.

allowance for credit losses

(a) Before entering into a Merger Agreement with FLFV, TP Holdings entered into a letter of intent with Aetherium Acquisition Corp.

(“GMFI”) to explore a potential business combination.

1 unchanged sentence

In March 2024, the letter of intent with GMFI was terminated.

PROPERTY AND EQUIPMENT, NET

Property and equipment,

net consisted of the following:

Office equipment

accumulated depreciation

expense was $ 1,974 and $ 4,366 for the years ended December 31, 2024 and 2023, respectively.

the year ended December 31, 2024, the Company fully wrote off its office equipment

with net book value of $ nil .

For the year ended December 31, 2025, the Company provided full allowance for credit losses against the balance due to liquidation of GMFI.

OPERATING LEASE

In March 2022, TP Holdings

entered into one office spaces lease agreement (“March 2022 lease arrangement”) in Hong Kong under non-cancellable operating

lease, with lease terms of 24 months.

In March 2024, the March 2022 lease arrangement extended for 12 months through March 2025.

The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease

term and initial measurement of right of use assets and lease liabilities .

Lease expense for lease payment is recognized on a straight-line

basis over the lease term.

As of December 31, 2025,

TP Holdings had one 24-month office spaces lease agreement in Hong Kong with Thunder Power (Hong Kong) Limited (“TP HK”),

a related party of the Company (Note 9).

The lease agreement is non-cancellable, expiring in March 2027.

The Company considers those

renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement

of right of use assets and lease liabilities.

Lease expense for lease payment is recognized on a straight-line basis over the lease term.

The Company determines whether

5 unchanged sentences

of the incremental borrowing rate.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OPERATING LEASE (cont.)

For operating leases that

2 unchanged sentences

The Company records the straight-line lease expense and any contingent rent,

if applicable, in general and administrative expenses on the consolidated statements of income and comprehensive income.

if applicable, in general and administrative expenses on the consolidated statements of operations and comprehensive loss.

The lease agreements do

1 unchanged sentence

For short-term leases, the

Company records operating lease expense in its consolidated statements of income and comprehensive income on a straight-line basis over

the lease term and record variable lease payments as incurred.

Company records operating lease expense in its consolidated statements of operations and comprehensive loss on a straight-line basis

over the lease term and record variable lease payments as incurred.

The table below presents

2 unchanged sentences

Operating lease liabilities, current

Operating lease liabilities, noncurrent

Total operating lease

In June 2023, the Company

issued ordinary shares to settle obligations due to related parties, including lease liabilities of $ 131,588 (Note 7).

As of December 31,

2023, the Company had no outstanding lease liabilities.

Operating lease liabilities, non-current

Total operating lease liabilities

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OPERATING LEASE (cont.)

Other information about

the Company’s leases is as follows:

For the Year Ended

For the Years Ended

Weighted average remaining lease term (years) 1.19 0.21

Weighted average discount rate 5.5 % 5.5 %

Operating lease expenses

were $ 27,681 and $ 27,696 , respectively, for the years ended December 31, 2024 and 2023.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amortization of right of use assets $ 17,137 $ 26,995

For the years ended December

31, 2025 and 2024, operating lease expenses were $ 35,472 and $ 27,681 , respectively, among which $ 18,335 and $ nil were incurred for

short-term lease expenses.

The following is a schedule,

by years, of maturities of lease liabilities as of December 31, 2025:

For the year ending December 31, 2026

For the year ending December 31, 2027

Total lease payments

Imputed interest

Present value of lease liabilities

OTHER PAYABLE AND ACCRUED EXPENSES

1 unchanged sentence

expenses consisted of the following:

Accrued professional expenses incurred for Business

Combination (a)

Accrued exercise tax on repurchases of common stocks (b)

(a) As of December 31, 2024, the balance of accrued professional expenses incurred for business combination consisted of expenses payable to a financial advisor, the counselor, public relation service providers and transfer agent.

Accrued professional expenses incurred for Business Combination (a)

Accrued excise tax on repurchases of common stocks (b)

(a) As of December 31, 2025 and 2024, the balance of accrued professional expenses incurred for business combination consisted of expenses payable to a financial advisor, the counselor, public relation service providers and transfer agent.

(b) On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law.

1 unchanged sentence

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.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

As of December 31, 2024, the amount of the excise tax was accrued at 1 % of the fair market value of the shares repurchased at the time of the repurchase.

In connection with share redemptions that occurred in June 2024, the Company initially recorded an excise tax payable of $ 411,491 .

During the year ended December 31, 2025, the Company reversed this liability as additional share issuances during the period reduced the net excise tax obligation under the provisions of the IRA.

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has 1,000,000,000

30 unchanged sentences

an aggregated proceeds of $ 946,800 from these private placements.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY (cont.)

On July 2, 2024, the Sellers

13 unchanged sentences

As of December 31, 2025

the Company had 50,716,094 shares of common stock issued and outstanding.

and 2024, the Company had 70,724,664 and 70,724,664 shares of common stock issued, respectively.

Of these shares, 20,000,000 shares were

issued and deposited into an escrow account in connection with the Business Combination and are subject to vesting conditions under the

earnout arrangement.

These escrowed shares are not considered outstanding until the applicable vesting conditions are satisfied.

December 31, 2025 and 2024, the Company had 50,724,664 and 50,724,664 shares of common stock outstanding, respectively.

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY (cont.)

Preferred Stock

The Company has 100,000,000

shares of Preferred Stock authorized with par value $ 0.0001 per share.

As of December 31, 2024, the Company had nil shares of Preferred

Stock issued and outstanding.

The Company has 100,000,000 shares of Preferred Stock authorized with

par value $ 0.0001 per share.

As of December 31, 2025 and 2024, the Company had nil and nil shares of Preferred Stock issued

and outstanding.

Warrants issued in connection with FLFV’s

16 unchanged sentences

Warrants for redemption at a price of $ 0.01 per Warrant:

whole and not in part;

in whole and not in part;

● upon not less than 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder;

● if, and only if, the reported last sale price of the 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 three business days before the Company sends the notice of redemption to the warrant holders.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY (cont.)

The Company accounted for

11 unchanged sentences

(4) exercise price of $ 11.50 and (5) stock price of $ 9.76 .

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EQUITY (cont.)

Warrants (cont.)

Other Warrants

4 unchanged sentences

entitles the holder to receive one-tenth of one share of common stock of the Company at the closing of the Business Combination.

31, 2024, the Company issued 263,600 warrants to the Sponsor.

31, 2025 and 2024, the Company issued 263,600 warrants to the Sponsor.

As of December 31, 2025

the Company had issued and outstanding 10,537,475 warrants to purchase 10,537,485 shares of common stock.

and 2024, the Company issued outstanding warrants to purchase 10,537,475 and 10,537,475 shares of common stock, respectively.

On June 21, 2022, FLFV issued 9,775,000 Rights

7 unchanged sentences

issued 1,027,386 shares of common stock to settle the rights.

As of December 31, 2024, the Company did not have outstanding rights.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025 and 2024, the Company did not have outstanding

Cayman Islands

4 unchanged sentences

British Virgin

Under the current and applicable laws

of BVI, TP Holdings and TP NEV are not subject to tax on income or capital gains.

TP HK is incorporated in

Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted

in accordance with relevant Hong Kong tax laws.

The applicable tax rate for the first HKD$ 2 million of assessable profits is

8.25 % and assessable profits above HKD$ 2 million will continue to be subject to the rate of 16.5 % for corporations in Hong Kong,

effective from the year of assessment 2018/2019.

Before that, the applicable tax rate was 16.5 % for corporations in Hong Kong.

TP TW is incorporated in

Taiwan and is subject to Taiwan corporate income tax on the taxable income as reported in its statutory financial statements adjusted

in accordance with relevant Taiwan tax laws.

The applicable tax rate for the first TW$ 120,000 of assessable profits is exempt from tax

and assessable profits above TWD$ 120,000 will be subject to the rate of 20 % for resident companies in Taiwan.

For the year ended December

Under the current and applicable

laws of BVI, TP Holdings and TP NEV are not subject to tax on income or capital gains.

TPAI-HK is incorporated in Hong Kong and is subject to Hong Kong

Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong

The applicable tax rate for the first HKD$ 2 million of assessable profits is 8.25 % and assessable profits above HKD$ 2 million

will continue to be subject to the rate of 16.5 % for corporations in Hong Kong.

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAXES (cont.)

TPAI-TW is incorporated

in Taiwan and is subject to Taiwan corporate income tax on the taxable income as reported in its statutory financial statements

adjusted in accordance with relevant Taiwan tax laws.

The applicable tax rate for the first TW$ 120,000 of assessable profits is

exempt from tax and assessable profits above TWD$ 120,000 (approximately $ 3,900 ) will be subject to the rate of 20 % for resident

companies in Taiwan.

For the years ended December

31, 2025 and 2024, the Company did not incur income tax expenses.

Below is a reconciliation of the statutory tax rate to the effective

For the Years Ended

BVI statutory income tax rate

4 unchanged sentences

deferred tax liabilities as of December 31, 2025 and 2024 consist of the following:

For the Years Ended

Net operating losses carryforwards

1 unchanged sentence

Total deferred tax assets

As of December 31,

2024, the Company had net operating loss carrying forwards of $ 117,590 from the Company’s Hong Kong subsidiaries, which will be

carried forward indefinitely to offset future profits of the Company’s Hong Kong subsidiaries.

The Company evaluates its valuation

allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering

whether, based on the weight of that evidence, a valuation allowance is needed.

When circumstances cause a change in management’s

judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected

in income from operations.

The future realization of the tax benefit of an existing deductible temporary difference ultimately depends

on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable

The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred

tax asset will be fully realized.

As of December 31, 2024, full valuation allowance of was provided against deferred tax assets arising

from net operation losses carryforwards as the Company assessed that it was more likely than not that that the net operating losses would

not be fully utilized before expiration.

As of December 31, 2025, the Company had net operating loss carrying

forwards of $ 398,606 from the Company’s Hong Kong subsidiary, which will be carried forward indefinitely to offset future profits

of the Company’s Hong Kong subsidiary.

The Company evaluates its valuation allowance requirements at end of each reporting period

by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation

allowance is needed.

When circumstances cause a change in management’s judgement about the realizability of deferred tax assets,

the impact of the change on the valuation allowance is generally reflected in income from operations.

The future realization of the tax

benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate

character within the carryforward period available under applicable tax law.

The Company reviews deferred tax assets for a valuation allowance

based upon whether it is more likely than not that the deferred tax asset will be fully realized.

As of December 31, 2025, full valuation

allowance of was provided against deferred tax assets arising from net operation losses carryforwards as the Company assessed that it

was more likely than not that that the net operating losses would not be fully utilized before expiration.

Uncertain tax positions

The Company evaluates each

uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the

uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the

unrecognized benefits associated with the tax positions.

4 unchanged sentences

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11 unchanged sentences

Related party transactions:

For the Year Ended December 31,

Nature 2024 2023

TP HK Rental expenses $ 27,681 $ 27,696

On June 30, 2023, the outstanding

balances due to TP HK, TPEV HK and Mr.

Wellen Sham as of June 30, 2023 were settled by issuance of 2,183,887 of the Company’s

common stock.

For the years ended December

31, 2025 and 2024, TP HK charged operating lease expenses of $ 17,137 and $ 27,681 , respectively.

For year ended December 31, 2025, the Company borrowed $ 1,349,264 from

Wellen Sham to support the Company’s operations.

The borrowings bear interest rate of 8 % per annum and are payable

through December 2026.

For the year ended December 31, 2025, the Company borrowed $ 100,000 from Ms.

Ling Houng Sham to support the Company’s

The borrowings bear interest rate of 8 % per annum and is payable through March 2026.

For the year ended December

31, 2024, the Company borrowed $ 951,560 from Mr.

31, 2025, Mr.

Wellen Sham also made payments of $ 24,000 on behalf of the Company.

For the year ended December 31, 2024, the Company borrowed $ 991,560 from Mr.

Wellen Sham to support the Company’s operations.

The borrowings bear interest

rate ranging between 8 % and 10 % and is payable through December 2025.

As of December 31, 2024, the Company repaid borrowings of $ 25,000

borrowings bear interest rate ranging between 8 % per annum and 10 % per annum and is payable through December 2025.

As of December 31,

2024, the Company repaid borrowings of $ 25,000 to Mr.

Balance with related parties:

For the Year Ended

Nature 2024 2023

TP HK (1) Amount due to the related party $ 96,236 $ 68,992

Wellen Sham (2) Amount due to the related party 1,271,415 —

Ling Houng Sham (2) Amount due to the related party 208,636 —

FLFV Sponsor (3) Amount due to the related party 190,000 —

$ 1,766,287 $ 68,992

Amount due to the related party

Wellen Sham (2)

Amount due to the related party

Ling Houng Sham (2)

Amount due to the related party

FLFV Sponsor (3)

Amount due to the related party

(1) The balance due to TP HK represented the payments made by TP HK on behalf of TP Holdings regarding the office rental fee and employee salary expenses.

4 unchanged sentences

Ling Houng Sham represented promissory notes of $ 300,000 for extension of FLFV and interest payable of $ 30,751 .

Among the promissory notes issued to Mr.

Wellen Sham, $ 260,000 of which was borrowed by TPHL and bear interest rate of 8 % per annum and were payable on June 21, 2024, $ 300,000 was borrowed by FLFV which bear interest rate of 10 % and is payable on September 19, 2024, $ 350,060 was borrowed by the Company which bear interest rate of 10 % and is payable on September 10, 2025, $ 100,000 was borrowed by the Company which bear interest rate of 10 % and is payable on October 16, 2025, $ 121,500 was borrowed by the Company which bear interest rate of 8 % and is payable on November 12, 2025, and $ 120,000 was borrowed by the Company which bear interest rate of 8 % and is payable on December 9, 2025.

As of December 31, 2024, the Company repaid $ 25,000 to Mr.

As of the date of this Annual Report, the Company has not settled the promissory notes with Mr.

Among the promissory notes issued to Ms.

Ling Houng Sham, $ 100,000 borrowed by TPHL which bear interest rate of 8 % per annum and were payable on June 21, 2024, and $ 100,000 borrowed by FLFV which bear interest rate of 8 % and is payable on June 21, 2024.

As of the date of this Annual Report, the Company has not settled the promissory notes with Ms.

Ling Houng Sham.

(3) In May and June 2024, FLFV issued three promissory notes to the FLFV Sponsor in exchange for an aggregated loans of $ 190,000 from the FLFV Sponsor, among which $ 50,000 was payable on closing of the Business Combination, and $ 140,000 was payable on July 21, 2024.

As of the date of this Annual Report, the Company has not settled the promissory notes with FLFV Sponsor.

The promissory notes issued to Mr.

Wellen Sham matured through December 2026 with interest rate ranging between 8 % and 10 %.

The promissory notes issued to Ms.

matured through March 2026 with interest rate of 8 %.

(3) In May and June 2024, FLFV issued three

promissory notes to the FLFV Sponsor in exchange for an aggregated loans of $ 190,000 from the FLFV Sponsor, among which $ 50,000 was payable

on closing of the Business Combination, and $ 140,000 was payable on June 21, 2024.

As of the date of this Annual Report, the Company

has not settled the promissory notes with FLFV Sponsor.

THUNDER POWER HOLDINGS, INC.

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7 unchanged sentences

of the Business Combination.

All outstanding options to purchase share of TP Holdings granted under the 2014 Plan has rolled over into

All outstanding options to purchase share of TP Holdings granted under the 2014 Plan have rolled over into

the 2024 Plan and became options to purchase share of Common Stock of the Company.

16 unchanged sentences

31, 2025 and 2024, the transaction activities of share options were as below:

Weighted average exercise price per

Weighted average

exercise price

Outstanding at December 31, 2023

3 unchanged sentences

information with respect to outstanding share options to employees as of December 31, 2025.

options Weighted average remaining

options Weighted

Outstanding at December 31, 2025 180,000 0.00

For the year ended December

31, 2024 and 2023, the Company charged share-based compensation expenses of $ nil and $ 45 , respectively, in the accounts of “General

and administrative expenses”.

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

SHARE-BASED COMP ENSATION

As of December 31, 2025,

the 180,000 outstanding options had no intrinsic value because the exercise price is higher than the strike price as of December 31,

As of December 31, 2025, the Company did not have outstanding exercisable options.

No share-based compensation

expense was recognized during the years ended December 31, 2025 and 2024 as the remaining outstanding options were fully vested.

Other share-based compensation

As noted in Note 8,

the Company issued 2,183,887 shares of common stock to Mr.

Wellen Sham, to settle its outstanding liabilities due to related parties

aggregating $ 609,958 .

The fair value of the common stock was $ 0.49 per share.

The total fair value of these common stock of $ 1,071,524

exceeded the outstanding liabilities by $ 461,566 , which was deemed as share-based compensation to Mr.

The Company recorded

$ 461,566 as share-based settlement expenses in the account of “General and administrative expenses” in the consolidated statements

of operations.

In July 2023, the Company

issued 2,835,526 shares of common stock to certain investors in exchange for cash consideration of $ 1,060,000 .

On the issuance date,

the fair value of the common stock was $ 0.49 per share.

The total fair value of the common stock of $ 1,391,250 exceeded the cash consideration

by $ 331,250 , which was deemed as share-based compensation expenses to these investors.

The Company recorded $ 331,250 as share-based compensation

expenses in the account of “General and administrative expenses” in the consolidated statements of operations.

In July 2023, the Company

issued 150,727 shares of common stock to Ms.

The issuance of common stock was to settle the consulting service fees of $ 56,346

On the issuance date, the fair value of the common stock was $ 0.49 per share.

The fair value of the common stock of

$ 73,953 exceeded the Company’s liabilities by $ 17,608 , which was deemed as a share-based compensation expenses to Ms.

Company recorded $ 17,608 as share-based compensation expenses in the account of “General and administrative expenses” in

the consolidated statements of operations.

In June 2024, the Company

issued 90,000 shares of common stock to three independent directors of FLFV for their past services.

The grant date fair value of the

common stock was $ 900,000 , calculated at $ 10 per share.

The grant date fair value

of the common stock was $ 900,000 , calculated at $ 10 per share.

The Company recorded share-based compensation expenses in the “general

and administrative expenses” with corresponding accounts to equity.

Immediately prior to the

closing of FLFV’s IPO on June 21, 2022, FLFV’s Sponsor agreed to transfer an aggregated amount of 505,000 founder shares

that are shares of FLFV Common Stock initially purchased by the Sponsor (“Founder Shares”)to FLFV’s officers, directors,

secretary and their designees.

The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a business

combination).

Compensation expense related to the Founders Shares is recognized only when the business combination is consummated under

The sale of the Founders Shares to FLFV’s management and directors is within the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

On June 21, 2024, the Sponsor transferred 429,350 shares to FLFV’s officers, directors, secretary

and their designees.

The fair value was $ 107,712 for a total of 429,350 shares or $ 0.25 per share.

The Company recognized share-based

compensation expenses of $ 107,712 on June 21, 2024.

On June 21, 2024, the Company

entered into an advisory agreement with a service provider, pursuant to which the Company would issue 8,570 shares of common stock to

the service provider for its services provided in connection with consummation of the Business Combination.

The Company referred the

closing price of $ 2.56 per share on June 21, 2024 as the grant date fair value, and recorded the share-based compensation expenses of

$ 21,939 as reduction against additional paid-in capital.

In October 2024, the Company issued 8,570 shares of common stock to the service

THUNDER POWER HOLDINGS,

(f/k/a Feutune Light Acquisition Corporation)

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

THUNDER POWER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONTINGENT CONSIDERATION

29 unchanged sentences

Shares may be released only once, but more than one tranche can be released in any year in accordance with the Escrow Agreement.

The Earnout Shares are determined

as contingent consideration in connection with the reverse recapitalization.

In addition, the issuance of Earnout Shares does not meet

any condition to be classified as a liability under ASC 815, thus it should be classified as an equity financial instrument, and measure

at fair value using the quoted market price on grant date, June 11, 2024, which was $ 2.56 per share.

For the year ended December

31, 2024, the sales/revenues condition described above was not met.

Currently the Company could not reasonably assess the performance

condition for the year ending December 31, 2025.

The Company will recognize share-based compensation expenses with corresponding account

charged to additional paid-in capital upon the vesting of Earnout Shares.

CONTINGENCIES

On December 19, 2024, the Company entered into a Share Exchange Agreement

(the “Agreement”) with certain shareholders (the “TW Company Shareholders”) of Electric Power Technology Limited,

a Taiwan corporation (“TW Company”).

Pursuant to the Agreement, the TW Company Shareholders will exchange 31,626,082 ordinary

shares of TW Company for 37,635,039 newly issued shares of the Company’s common stock, par value $ 0.0001 per share (the “Exchange”).

Upon completion of the Exchange, the Company will acquire approximately 30.8 % of TW Company’s total issued and outstanding shares.

The closing of the Exchange is subject to customary conditions, including receipt of all necessary regulatory approvals and the approval

of the Company’s shareholders.

The Agreement contains customary representations, warranties and covenants by the parties.

must occur no later than October 31, 2025.

SUBSEQUENT EVENT

On March 7, 2025,

the Company received a notification letter from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”)

stating that the Company has not regained compliance with Nasdaq Listing Rules 5450(a)(1), which requires the Company’s listed

securities to maintain a minimum bid price of $ 1.00 per share (the “Bid Price Rule”) and 5450(b)(2)(A), which requires the

Company to maintain a minimum Market Value of Listed Securities (“MVLS”) of $ 50,000,000 (the “MVLS Rule”).

the Nasdaq Staff has determined that the Company’s securities was delisted from the Nasdaq Global Market.

Unless the Company requests

an appeal of Nasdaq’s determination, trading of the Company’s common stock was suspended at the opening of business on March

18, 2025, and a Form 25-NSE was filed with the Securities and Exchange Commission, which removed the Company’s securities from

listing and registration on The Nasdaq Stock Market.

On March 26, 2025, the Company

received approval from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) to transfer the listing

of the Company’s common stock (“Common Stock”) from the Nasdaq Global Market to the Nasdaq Capital Market (the “Approval

The Company’s Common Stock was transferred to the Nasdaq Capital Market at the opening of business on March 28,

2025, and will continue to trade under the symbol “AIEV.”

Following the transfer of

the Company’s Common Stock to the Nasdaq Capital Market on March 28, 2025, the Company is now subject to continued listing requirements

of the Nasdaq Capital Market.

The MVLS Requirement is no longer applicable to the Company.

In the Approval Letter, Nasdaq notified the

Company that the Company is non-compliant with Nasdaq Capital Market Listing Rule 5555(a)(1), which requires the Company to comply with

the same Bid Price Requirement.

The Company intends to submit a plan to regain compliance with the continued listing requirements to the

Panel as part of the Hearing process.

The Earnout Shares were

issued in connection with the Business Combination and are classified as equity instruments.

The Earnout Shares were measured at their

grant-date fair value on June 21, 2024 and recorded within additional paid-in capital.

Because the Earnout Shares are classified as equity

instruments, they are not subsequently remeasured.

For the years ended December 31, 2025 and 2024, the revenue performance conditions

required for vesting were not achieved.

Accordingly, no Earnout Shares were released from escrow as of December 31, 2025.

The Earnout Shares are classified

as equity instruments.

Because the Earnout Shares are subject to vesting conditions, the Company evaluated the appropriate grant-date

measurement basis in accordance with applicable U.S.

GAAP and recorded the Earnout Shares within equity.

The Earnout Shares are not subsequently

COMMITMENT AND CONTINGENCIES

The Company’s principal

shareholder was involved in 11 legal proceedings that went to first trial, among which six cases were ended in acquittals, and five cases

were in process of second trial.

Currently, the outcome of the five cases cannot be reasonably estimated.

Brown Neri, Smith &

Khan LLP (‘BNSK”) was engaged to represent the Company as a defendant in a lawsuit that was filed by plaintiff Sam Yu (“Yu”)

on or about June 11, 2025 (the “Lawsuit”).

The Lawsuit pertains to allegations by Yu against the Company and other individual

defendants pertaining to a Special Purchase Acquisition Company and various Securities Purchase Agreements and related claims of fraud,

breach of contract and negligence.

The matter remains pending and is in the discovery phase, with the Company’s Demurrer and Motion

to Strike set for hearing in August 2026.

It is too early to make a precise determination regarding potential damages.

It is premature

to assess the likelihood of an outcome, but BNSK intends to aggressively defend the matter, while continually assessing the possibility

and favorability of informal resolution.

From time to time, the Company

may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business.

Although the outcomes

of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse

impact on its financial position, results of income or liquidity.

SUBSEQUENT EVENTS

The Company evaluated all events and transactions from December 31,

2025 up to the report date, which is the date that these consolidated financial statements are available to be issued.

There are no material

subsequent events that require disclosures in the consolidated financial statements.

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 9A. Controls and Procedures