Thunder Power Holdings, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management evaluated, with the participation of our Chief Executive Officer (the principal executive officer) and our Chief Financial Officer (the principal financial officer), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. 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 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. GAAP and SEC reporting requirements to properly address complex U.S. GAAP technical accounting issues and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth by the SEC. Our management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i) hiring a consulting firm with U.S. GAAP experience to strengthen our financial reporting function; (ii) establishing an ongoing program to provide sufficient and appropriate training for financial reporting and accounting personnel, especially training related to U.S. GAAP and SEC reporting requirement. Limitations on Controls and Procedures We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control Over Financial Reporting This Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm. Prior to June 21, 2024, we were known as Feutune Light Acquisition Corporation, a Delaware corporation (“FLFV”), and Feutune Light Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of FLFV (“Merger Sub”). On October 26, 2023, we entered into a business combination agreement (as amended, the “Business Combination Agreement”) with Thunder Power Holdings Limited, a British Virgin Islands company (“Thunder Power”), pursuant to which on June 21, 2024, Thunder Power merged with and into Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of FLFV (the “Merger”). 58 FLFV, our predecessor company prior to the consummation of the Merger, is a non-operating public, and the internal controls of the legal acquirer no longer exist as of the assessment date. 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 between the consummation date of the Merger and the assessment date. Changes in Internal Control Over Financial Reporting Except as discussed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) of the Exchange Act) during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures Our 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. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to completely eliminate all potential for misconduct. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in any cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information Trading Plans During 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 59 Part III Item 10. Directors, Executive Officers and Corporate Governance Current Directors and Executive Officers The following table provides information regarding our executive officers and members of our board of directors as of the date of this Annual Report on Form 10-K: Name Age Position Christopher Nicoll 57 Chief Executive Officer and Director Pok Man Ho 40 Interim Chief Financial Officer Dr. Chen ChiWen 50 Director and Chairman of the Board Mingchih Chen (1)(2)(3) 59 Director Ferdinand Kaiser (1)(2)(3) 62 Director Kevin Vassily (1)(2)(3) 59 Director (1) Member of the audit committee. (2) Member of the compensation committee. (3) Member of the nominating and corporate governance committee. Executive Officers Christopher Nicoll serves as our Chief Executive Officer and a member of the Board. Since 2021, Mr. 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. Mr. 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. From 2010 through 2014, Mr. Nicoll held the position as the head of global network development, head of APAC region, and head of EMEA region at Lotus Cars. Mr. Nicoll received a BA in Business Administration from Middlesex University in the UK and a Diplom Betriebswirt from the Reutlingen University in Germany. Pok Man Ho serves as our Interim Chief Financial Officer since September 16, 2024. Previously, Mr. Ho was part of Thunder Power since 2015, where he played a pivotal role in corporate finance, financial planning and analysis, human resources, and corporate governance. Over his tenure 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. 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. 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. Mr. Ho graduated from Monash University (Accounting and Finance) in Australia in 2008, and Mr. Ho is a Certified Public Accountant. Directors Dr. Chen ChiWen 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. Dr. 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 companies including Oceanic Beverages Co., Inc., Skardin Industrial Corp., Electric Power Technology Limited, and ACpay Co., Ltd. Dr. Chen holds a Ph.D. in Business Administration from Fu Jen Catholic University, a Ph.D. in Physical Education from National Taiwan Sport University, and is currently a Ph.D. candidate in Sustainable Energy Technology at National Taiwan University of Science and Technology. 60 Ferdinand Kaiser serves as an Independent Director of the Company following his appointment by the Board of Directors on November 28, 2024. Mr. Kaiser will serve as Chair of the Compensation Committee. Mr. Kaiser currently serves as COO Project Manager at SANLUCAR in Austria. From 2018 to 2020, he served as Manager Central EU EMEA at DODGE RAM AGT Europe AG, where he was responsible for automotive business management across the EU-27 region. From 2016 to 2018, he was Assistant Vice President of Procurement at Thunder Power Electric Vehicle Limited. Previously, he held several CEO positions within FIAT Group companies, including CEO & Country Manager for FIAT S.p.a Owned Dealer Europe EMEA and CEO & Brand Country Manager for JEEP & Lancia. Mr. Kaiser holds an Academic Diploma in Business Administration from the Vienna University of Economics and Business (Wirtschaftsuniversität Wien). Mingchih Chen serves as an independent member of the Board since September 11, 2024. Ms. Chen is a highly accomplished professional with a strong background in industrial engineering and academia. With her extensive educational and professional experience, Ms. Chen has made significant contributions to various institutions. Ms. Chen pursued her education at Texas A&M University in the United States. She obtained her Doctoral degree in Industrial Engineering from Texas A&M University from January 1991 to December 1993. Prior to that, she completed her master’s degree in industrial engineering from September 1989 to December 1990. Ms. Chen also holds a bachelor’s degree in industrial engineering from Chung-Yuan Christian University in Taiwan, which she completed from September 1984 to June 1988. Throughout her career, Ms. Chen has held various academic positions and made significant contributions to the field of business administration and industrial engineering. From August 2021 to July 2023, she served as the Executive Director of the Artificial Intelligence Development Center at Fu Jen Catholic University. She also held the position of Director and Professor at Fu Jen Catholic University’s Graduate Institute of Business Administration in New Taipei City from August 2015 to July 2023. Ms. 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 from August 2010 to January 2013. Her academic career also includes positions as an Associate Professor at Chaoyang University of Technology’s Department of Industrial Engineering and Management in Wufeng, Taiwan, from August 1997 to July 2010, and as an Associate Professor at Ming-Chuan University’s Department of Business Management in Taipei, Taiwan, from August 1994 to July 1997. Ms. Chen’s professional experience extends beyond academia. She worked as an Industrial Engineer at Phillip Electronics Company in Chung-Li, Taiwan, from June 1988 to July 1989. In addition, she served as a Post-doctoral Research Associate under Dr. Way Kuo at Texas A&M University from January 1994 to July 1994. With her broad expertise in industrial engineering and business administration, Ms. Chen will bring valuable insights and strategic guidance to our Board. Her extensive academic and professional background ensures that the company benefits from her wealth of knowledge and experience. Kevin Vassily serves as an independent member of the Board. Mr. Vassily has extensive working experience as a senior management team member serving private and public companies. Mr. Vassily has served as an independent director of FLFV since June 2022. Mr. Vassily is a director of the board of directors of Denali Capital Acquisition Corp. since April 2022, and a member of the board of directors of Aimfinity Investment Corp. 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. (Nasdaq: IPW), an online hydroponic equipment retailer and supplier. Prior to joining iPower, from 2019 to January 2021, Mr. Vassily served as Vice President of Market Development for Facteus, Inc., a financial analytics company focused on the Asset Management industry. From October 2018 through its acquisition in March 2020, Mr. Vassily served as an advisor at Go Capture (which was acquired by Deloitte China in 2020), where he was responsible for providing strategic, business development, and product development advisory services for the company’s emerging “Data as a Service” platform. Since February 2020, Mr. Vassily has served as a director of Zhongchao Inc. (Nasdaq: ZCMD), a provider of healthcare information, education and training services to healthcare professionals and the public in China. Since July 2018, Mr. Vassily has also served as an advisor at Prometheus Fund, a Shanghai-based merchant bank/private equity firm focused on the “green” economy. From April 2015 through May 2018, Mr. Vassily served as an associate director of research at Keybanc Capital Markets Inc. From June 2010 to April 2015, he served as the director of research at Pacific Epoch, LLC (a wholly-owned subsidiary of Pacific Crest Securities LLC). From May 2007 to May 2010, he served as the Asia Technology business development representative and as a senior analyst at Pacific Crest Securities. From July 2003 to September 2006, he served as senior research analyst in the semiconductor technology group at Susquehanna International Group, LLP. From September 2001 to June 2003, Mr. Vassily served as the vice president and senior research analyst for semiconductor capital equipment at Thomas Weisel Partners Group, Inc. Mr. 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. For a brief biography of Mr. Nicoll, please see above under “ Executive Officers .” 61 Role of Board in Risk Oversight One of the key functions 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. Board Composition Our Board consists of five members. 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 annually undertake a review of the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, the following members of the Board were determined by the Board not to have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily are considered to be “independent” for purposes of the Company’s corporate governance policies. In making these determinations, the Board has considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that the Board deems relevant in determining their independence, including the beneficial ownership of the Company’s capital stock by each non-employee director. 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 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 their activities and to assist in proper risk management and the ongoing evaluation of management controls. Audit Committee The members of our audit committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily. Mr. Vassily is the Chair of the audit committee and an “audit committee financial expert,” as that term is defined under the SEC rules implementing Section 407 of SOX, and possesses financial sophistication as required by applicable SEC rules. The Company’s audit committee has the following functions, among others: ● 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; 62 ● 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; and ● 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. 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: ● 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; and ● periodically reviewing Thunder Power’s practices and policies of employee compensation as they relate to risk management and risk-taking incentives. 63 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. Nominating and Corporate Governance Committee The members of the Company’s nominating and corporate governance committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily. Ms. 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; and ● 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. 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 Conduct We have adopted a Code of Business Conduct that applies to the Company’s directors, officers, and employees, including our principal executive officer, principal 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. Insider Trading Policy Our board of directors has adopted an Insider Trading Policy which prohibits trading based on “material, nonpublic information” regarding our company or any company whose securities are listed for trading or quotation in the United States. The policy covers all officers and directors of the company and its subsidiaries, all other employees of the company and its subsidiaries, and consultants or contractors to the company or its subsidiaries who have or may have access to material non-public information and members of the immediate family or household of any such person. The policy is reasonably designed to promote compliance with insider trading laws, rules and regulations. The policy is filed as an exhibit to this Annual Report on Form 10-K. Clawback Policy Our board of directors has adopted a clawback policy, which provides that in the event we are required to prepare an accounting restatement due to noncompliance with any financial reporting requirements under the securities laws or otherwise erroneous data or we determine there has been a significant misconduct that causes financial or reputational harm, we shall recover a portion or all of any incentive compensation. The policy is filed as an exhibit to this Annual Report on Form 10-K. 64 Compensation Committee Interlocks and Insider Participation None of the members of our compensation committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors, or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on the Board or compensation committee. Limitation on Liability and Indemnification of Directors and Officers Our Charter contains certain provisions permitted under the DGCL related to the liability of directors and officers. These provisions eliminate the personal liability for monetary damages resulting from a breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL. Our Bylaws also provide that we may indemnify our directors and officers to the fullest extent permitted by the DGCL and also provide that we must pay expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions. These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. 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. We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Non-Employee Director Compensation The Board reviews director compensation periodically to ensure that director compensation remains competitive such that the Company is able to recruit and retain qualified directors. 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. Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities 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. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act. 65 Item 11. Executive Compensation 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, 2025 and 2024. Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) Stock Awards ($) All Other Compensation ($) Total ($) Christopher Nicoll 2025 64,500 — — — — 64,500 Chief Executive Officer 2024 45,000 — — — — 45,000 Pok Man Ho 2025 96,000 — — — — 96,000 Interim CFO 2024 89,679 — — — — 89,679 Elements of Compensation Our compensation program for NEOs consists of the following elements of compensation, each described in greater depth below: ● base salaries; ● performance-based bonuses; ● equity-based incentive compensation; and ● general benefits. Base Salary Base salaries are an annual fixed level of cash compensation to reflect each NEO’s performance, role and responsibilities, and retention considerations. Performance-Based Bonus To incentivize management to drive strong operating performance and reward achievement of our company’s business goals, our executive compensation program includes performance-based bonuses for NEOs. Our Compensation Committee has established annual target performance-based bonuses for each NEO during the first quarter of the fiscal year. 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. General Benefits Our NEOs are provided with other fringe benefits that we believe are commonly provided to similarly situated executives. 66 Employment Agreements 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. Ho Agreement 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. Mr. 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 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. Nicoll’s 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. Nicoll is 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. Mr. Nicoll is not entitled to any additional equity grants under this arrangement after June 30, 2025. Mr. 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 None of the non-employee directors received compensation during the fiscal years ended December 31, 2025 and 2024 for services rendered to the Company. Rule 10b5-1 Sales Plans Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or 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. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. 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. The 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. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in the Jobs Act. As an emerging growth company, it is exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of its chief executive officer to the median of the annual total compensation of all of its employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. 67 Item 12. 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 in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of the shares of the Company’s 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 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 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) Number of Shares Percent Directors and Named Executive Officers: Christopher Nicoll — — Chiwen Chen — — Mingchih Chen — — Ferdinand Kaiser — — Kevin Vassily 50,000 * Pok Ho Man 64,200 * All directors and officers as a group (5 individuals) 114,200 * Five Percent Holders Wellen Sham (2) 21,236,910 30.0 % * Represents less than 1 (1) Unless otherwise indicated, the business address of each of the following entities or individuals is 221 W 9th St #848, Wilmington, DE 19801. (2) Includes: (a) 10,034,898 shares of Common Stock held of record by Electric Power Technology Ltd, a Taiwanese public company listed in Taiwan (Taiwan List Co. 4529), of which Mr. Sham is a chairperson. Mr. Sham and Ling Houng Sham have a 19.36% interest in the ordinary shares of Electric Power Technology Ltd, and companies with which Mr. Sham is affiliated with have a 20.31% interest in the ordinary shares of Electric Power Technology Ltd. Accordingly, Mr. Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly by Electric Power Technology Ltd. Mr. Sham and Ling Houng Sham disclaim beneficial ownership of the shares held of record by Electric Power Technology Ltd. The principal business address of Electric Power Technology Ltd is 4F, No. 632 Guangfu South Road, Da’an District, Taipei Taiwan. 68 (b) 4,129,066 shares of Common Stock held of record by Old Gen Holdings LLC, a Delaware limited liability company, of which Mr. Sham is the primary beneficiary. Accordingly, Mr. Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly by Old Gen Holdings LLC. The principal place of business of Old Gen Holdings LLC is 108 W 13th St, Ste. 100, Wilmington DE 19801. (c) 3,449,835 shares of Common Stock held of record by Ling Houng Sham, wife of Mr. Sham. (d) 3,623,111 shares of Common Stock held of record by Mr. Wellen Sham, former Chief Executive Officer of Thunder Power prior to consummation of the Business Combination. Securities Authorized for Issuance Under Equity Compensation Plans In October 2014, TP Holdings adopted a Thunder Power Holdings Limited Share Option Plan (the “2014 Plan”), As of September 30, 2024, the 2014 Plan existed to the extent that there are options/awards outstanding thereunder. On June 17, 2024, the stockholders of the Company voted to approve the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), which became effective at the closing of the Business Combination. 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. Such options granted under the 2014 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock options and the terms of the 2024 Plan (including the terms of the Prior Plan attached as an exhibit to the 2024 Plan). The total number of shares of the Company’s Common Stock reserved and available for grant and issuance pursuant to awards under the 2024 Plan equals 10% of the total number of outstanding shares of the Company’s Common Stock immediately following the Business Combination, the full amount of which may be issued pursuant to incentive stock options. In addition, annually on the first trading day of the calendar year, beginning with the 2025 calendar year, the share reserve (but not the incentive stock option limit) will automatically increase by 5% of the total number of shares of the Company’s Common Stock outstanding as of the last day of the immediately preceding calendar year, unless the administrator of the 2024 Plan acts prior to January 1 of such calendar year to provide that there will be no increase 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. There is no limit on the number or class of directors, employees or consultants that are eligible to receive awards. Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders — — — Equity compensation plans not approved by security holders — — — Changes in Control None. 69 Item 13. Certain Relationships and Related Transactions, and Director Independence 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. A “related person transaction” is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which: ● the Company has been or is to be a participant, ● the amount involved exceeds or will exceed $120,000; and ● 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 : 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 Mr. Wellen Sham, the Company’s controlling shareholder, exercises significant influence Mr. Wellen Sham Controlling shareholder of the Company Ms. Ling Houng Sham Spouse of Mr. Wellen Sham Feutune Light Sponsor LLC (“FLFV Sponsor”) Shareholder of the Company 70 b. Related party transactions: For the Year Ended December 31, Nature 2025 2024 TP HK Rental expenses $ 17,137 $ 27,681 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 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 to Mr. Wellen Sham. Balance with related parties: Nature December 31, 2025 December 31, 2024 TP HK (1) Amount due to the related party $ 113,498 $ 96,236 Mr. Wellen Sham (2) Amount due to the related party 2,823,585 1,271,415 Ms. Ling Houng Sham (2) Amount due to the related party 330,751 208,636 FLFV Sponsor (3) Amount due to the related party 190,000 190,000 $ 3,457,834 $ 1,766,287 (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. The balance is interest free and is repayable on demand. (2) The balance due to Mr. Wellen Sham represented 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. Ling Houng Sham represented promissory notes of $300,000 for extension of FLFV and interest payable of $30,751. 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. Wellen Sham 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. 71 Item 14. Principal Accountant Fees and Services Current Audit Firm We have appointed Assentsure PAC (“Assentsure”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Fees Billed to the Company in fiscal year 2025 and 2024 The following table sets forth the fees billed to us by our auditor professional services rendered during the fiscal years ended December 31, 2025 and 2024: 31-Dec-25 31-Dec-24 Audit fees (1) $ 180,000 $ 245,000 Audit related fees (2) 40,500 55,300 Tax fees (3) - - All other fees - - Total fees $ 220,500 $ 300,300 (1) 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. (2) Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees. (3) 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 is also responsible for the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent registered public accounting firm was engaged by, and reports directly to, the Audit Committee. 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 approved prior to the completion of the audit. We have complied with the procedures set forth above, and the Audit Committee has otherwise complied with the provisions of its charter. 72 PART IV Item 15. Exhibits, Financial Statement Schedule (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 (2) 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. (b) Exhibits 73 Item 16. Exhibits and Financial Statement Schedules. (a) Exhibits. Incorporated by Reference Exhibit No. Description Form File Number Exhibit Filing Date 2.1*† 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. 8-K 001-41424 Exhibit 2.1 October 27, 2023 2.2* First Amendment to Agreement and Plan of Merger, dated as of March 19, 2024, by and among Feutune Light Acquisition Corporation, Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited. 8-K 001-41424 Exhibit 1.1 March 20, 2024 3.1* Form of Third Amended and Restated Certificate of Incorporation of Thunder Power Holdings, Inc. Proxy Statement 333-275933 Annex C May 17, 2024 3.2* Amended and Restated Bylaws of Thunder Power Holdings, Inc. 8-K 001-41424 Exhibit 3.2 June 27, 2024 4.1* Amended and Restated Warrant Agreement, dated June 21, 2024, by and between Feutune Light Acquisition Corporation and Continental Stock Transfer & Trust Company. 8-K 001-41424 Exhibit 10.1 June 27, 2024 10.1* Letter Agreement, dated June 15, 2022, among Feutune Light Acquisition Corporation and certain stockholders. 8-K 333-264221 Exhibit 10.1 June 21, 2022 10.2* Promissory Note, dated May 20, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited. 8-K 333-264221 Exhibit 10.1 May 22, 2024 10.3* Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to Ling Houng Sham. 8-K 333-264221 Exhibit 10.2 May 22, 2024 10.4* Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to Rockridge International Inc. 8-K 333-264221 Exhibit 10.3 May 22, 2024 10.5* Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Wellen Sham. 8-K 001-41424 Exhibit 10.6 June 27, 2024 10.6* Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Sam Yu. 8-K 001-41424 Exhibit 10.7 June 27, 2024 10.7* Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Sau Fong Yeung. 8-K 001-41424 Exhibit 10.8 June 27, 2024 74 10.8* 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. 8-K 001-41424 Exhibit 10.1 June 13, 2024 10.9* Subscription Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC. 8-K 001-41424 Exhibit 10.2 June 13, 2024 10.10* Escrow Agreement, dated June 21, 2024, by and between Feutune Light Acquisition Corporation, Wellen Sham, Yuanmei Ma and Continental Stock Transfer & Trust Company. 8-K 001-41424 Exhibit 10.2 June 27, 2024 10.11* Promissory Note, dated June 21, 2024, issued by Thunder Power Holdings, Inc. to Wellen Sham. 8-K 001-41424 Exhibit 10.6 June 27, 2024 10.12* Promissory Note, dated June 21, 2024, issued by Thunder Power Holdings, Inc. to Sam Yu. 8-K 001-41424 Exhibit 10.7 June 27, 2024 10.13* Promissory Note, dated June 21, 2024, issued by Thunder Power Holdings, Inc. to Sau Fong Yeung. 8-K 001-41424 Exhibit 10.8 June 27, 2024 10.14* Letter Agreement dated June 21, 2024. 8-K 001-41424 Exhibit 10.9 June 27, 2024 10.15* Form of Non-Competition Agreement. 8-K 001-41424 Exhibit 10.3 June 27, 2024 10.16* Form of Lock-up Agreement. 8-K 001-41424 Exhibit 10.4 June 27, 2024 10.17*# Form of Indemnification Agreement. 8-K 001-41424 Exhibit 10.5 June 27, 2024 10.18*# 2024 Omnibus Equity Incentive Plan. Proxy Statement 333-275933 Annex D May 17, 2024 10.19* Common Stock Purchase Agreement, dated August 20, 2024, by and between Thunder Power Holdings, Inc. and Westwood Capital Group LLC. 8-K 001-41424 Exhibit 10.1 August 21, 2024 10.20* Registration Rights Agreement, dated August 20, 2024, by and between Thunder Power holdings, Inc. and Westwood Capital Group LLC. 8-K 001-41424 Exhibit 10.2 August 21, 2024 10.21* Promissory Note, dated October 10, 2024, issued by Thunder Power Holdings, Inc. to Wellen Sham. Form S-1 333-283040 Exhibit 10.19 November 6, 2024 10.22*# Employment Agreement with Ho Pok Man. Form S-1 333-283040 Exhibit 10.20 November 6, 2024 10.23*# Employment Agreement with Christopher Nicoll. Form S-1 333-283040 Exhibit 10.21 November 6, 2024 10.24* Promissory Note, dated September 11, 2024, issued by Thunder Power Holdings, Inc. to Wellen Sham Form S-1 333-284279 Exhibit 10.22 January 14, 2025 10.25* Promissory Note, dated October 16, 2024, issued by Thunder Power Holdings, Inc. to Wellen Sham Form S-1 333-284279 Exhibit 10.23 January 14, 2025 10.26* Promissory Note, dated November 13, 2024, issued by Thunder Power Holdings, Inc. to Wellen Sham Form S-1 333-284279 Exhibit 10.24 January 14, 2025 10.27* Promissory Note, dated December 10, 2024, issued by Thunder Power Holdings, Inc. to Wellen Sham Form S-1 333-284279 Exhibit 10.25 January 14, 2025 10.28* Capital Markets Advisory Agreement, dated May 15, 2024, by and between Thunder Power Holdings, Inc. and Benjamin Securities, Inc. Form S-1 333-284279 Exhibit 10.26 January 14, 2025 75 10.29* First Amendment to Capital Markets Advisory Agreement, dated June 21, 2024, by and between Thunder Power Holdings, Inc. and Benjamin Securities, Inc. Form S-1 333-284279 Exhibit 10.27 January 14, 2025 10.30* The Share Exchange Agreement Proxy Statement 001-41424 Appendix A January 29, 2025 10.31* Amendment to Share Exchange Agreement. Proxy Statement 001-41424 Appendix B January 29, 2025 14* Code of Business Conduct. Form S-1 333-283040 Exhibit 14 November 6, 2024 19.1* Insider Trading Policy. Form 10-K 001-41424 Exhibit 19.1 March 31, 2025 21.1* List of Subsidiaries of Thunder Power Holdings, Inc. Form S-1 333-283040 Exhibit 21.1 November 6, 2024 24** Power of Attorney (included on signature page to initial filing of this Registration Statement). 31.1** 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. 31.2** 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. 32.1** 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. 97.1* Policy relating to recovery of compensation. Form 10-K 001-41424 Exhibit 97 March 31, 2025 99.1* Audit Committee Charter. Form S-1 333-283040 Exhibit 99.1 November 6, 2024 99.2* Compensation Committee Charter. Form S-1 333-283040 Exhibit 99.2 November 6, 2024 99.3* Nominating and Corporate Governance Committee Charter. Form S-1 333-283040 Exhibit 99.3 November 6, 2024 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Previously Filed. ** 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 arrangement. Item 16. Form 10-K Summary None. 76 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 7, 2026 Thunder Power Holdings, Inc. By: /s/ Christopher Nicoll Name: Christopher Nicoll Title: Chief Executive Officer (principal executive officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Christopher Nicoll Director, President, Chief Executive Officer April 7, 2026 Christopher Nicoll (principal executive officer) /s/ Pok Man Ho Interim Chief Financial Officer April 7, 2026 Pok Man Ho (principal financial officer and principal accounting officer) /s/ Chiwen Chen Director and Chairman of the Board April 7, 2026 Chiwen Chen /s/ Mingchih Chen Director April 7, 2026 Mingchih Chen /s/ Ferdinand Kaiser Director April 7, 2026 Ferdinand Kaiser /s/ Kevin Vassily Director April 7, 2026 Kevin Vassily 77 THUNDER POWER HOLDINGS, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Shareholders and the Board of Directors of Thunder Power Holdings Inc Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Thunder Power Holdings Inc and its subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024 and the related statements of income and comprehensive income, changes in shareholders’ equity and cash flow for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial positions of the Company as of December 31, 2025 and 2024, and the results of its income and comprehensive income and its cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph - 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 are issued. 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with the auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Assentsure PAC Singapore April 7, 2026 PCAOB ID Number 6783 We have served as the Company’s auditor since 2023. F- 2 THUNDER POWER HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS As of December 31, 2025 and 2024 (Expressed in U.S. dollar, except for the number of shares) As of December 31, 2025 2024 ASSETS Current Assets Cash $ 10,093 $ 52,616 Short-term investments 933 — Prepaid expenses for forward purchase contract 13,114,964 13,114,964 Other current assets 28,712 382,865 Total Current Assets 13,154,702 13,550,445 Non-current Assets Right of use assets 17,865 4,614 Total Non-current Assets 17,865 4,614 Total Assets $ 13,172,567 $ 13,555,059 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Amount due to related parties $ 3,457,834 $ 1,766,287 Other payable and accrued expenses 1,961,155 2,340,440 Lease liabilities, current 14,877 3,455 Underwriter fee payable 2,921,250 2,921,250 Total Current Liabilities 8,355,116 7,031,432 Non-current Liabilities Lease liabilities, non-current 1,703 — Total Non-current Liabilities 1,703 — Total Liabilities 8,356,819 7,031,432 Commitments and Contingencies (Note 12) Shareholders’ Equity Common stock ($ 0.0001 par value, 1,000,000,000 shares authorized; 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)* 5,073 5,073 Additional paid-in capital 43,862,158 43,450,667 Accumulated loss ( 39,051,663 ) ( 36,932,246 ) Accumulated other comprehensive income 180 133 Total Shareholders’ Equity 4,815,748 6,523,627 Total Liabilities and Shareholders’ Equity $ 13,172,567 $ 13,555,059 * 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. F- 3 THUNDER POWER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the years ended December 31, 2025 and 2024 (Expressed in U.S. dollar, except for the number of shares and loss per share) For the Years Ended December 31, 2025 2024 Revenues $ — $ — Operating expenses General and administrative expenses ( 1,917,739 ) ( 2,502,190 ) Total operating expenses ( 1,917,739 ) ( 2,502,190 ) Other income (expenses) Other expenses, net ( 824 ) — Interest (expenses) income ( 200,946 ) 51 Foreign currency exchange income (loss) 92 ( 212 ) Total other expenses, net ( 201,678 ) ( 161 ) Loss before income taxes ( 2,119,417 ) ( 2,502,351 ) Income tax expenses — — Net loss ( 2,119,417 ) ( 2,502,351 ) Other comprehensive loss Foreign currency adjustments 47 133 Comprehensive loss $ ( 2,119,370 ) $ ( 2,502,218 ) Loss per share – basic and diluted $ ( 0.04 ) $ ( 0.06 ) Weighted average shares – basic and diluted 50,724,664 44,736,947 The accompanying notes are an integral part of the consolidated financial statements. F- 4 THUNDER POWER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2025 and 2024 (Expressed in U.S. dollar, except for the number of shares) Common stock Additional Accumulated other Total Number of stock* Amount* paid-in capital * Accumulated loss comprehensive income shareholders’ equity Balance as of December 31, 2023 37,488,807 $ 3,749 $ 34,927,449 $ ( 34,429,895 ) $ — $ 501,303 Capital injection from shareholders 2,511,193 251 946,549 — — 946,800 Reverse recapitalization (Note 1) 5,279,673 528 3,911,563 — — 3,912,091 Issuance of common stock to a financial advisor (Note 8) 1,200,000 120 ( 120 ) — — — Issuance of common stock to independent directors 90,000 9 899,991 — — 900,000 Share-based compensation — — 107,712 — — 107,712 Settlement of working capital loans 289,960 29 2,635,971 — — 2,636,000 Issuance of ordinary shares pursuant to forward purchase contracts 3,706,461 371 ( 371 ) — — — Issuance of ordinary shares pursuant to a private placement 150,000 15 ( 15 ) — — — Share-based compensation to non-employees (Note 11) 8,570 1 21,938 — — 21,939 Net loss — — — ( 2,502,351 ) — ( 2,502,351 ) Foreign exchange adjustments — — — — 133 133 Balance as of December 31, 2024 50,724,664 $ 5,073 $ 43,450,667 $ ( 36,932,246 ) $ 133 $ 6,523,627 Reversal of previously accrued excise tax related to repurchases of common stocks — — 411,491 — — 411,491 Net loss — — — ( 2,119,417 ) — ( 2,119,417 ) Foreign exchange adjustments — — — — 47 47 Balance as of December 31, 2025 50,724,664 $ 5,073 $ 43,862,158 $ ( 39,051,663 ) $ 180 $ 4,815,748 The accompanying notes are an integral part of the consolidated financial statements. F- 5 THUNDER POWER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2025 and 2024 (Expressed in U.S. dollar) For the Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 2,119,417 ) $ ( 2,502,351 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expenses — 1,974 Amortization of right of use assets 17,137 26,995 Share-based compensation — 1,007,712 Allowance for credit losses against other current assets 315,000 — Changes in fair value of short-term investments 818 — Reversal of exercise tax payable (Note 6) 411,491 — Changes in operating assets and liabilities: Other current assets 39,153 ( 6,997 ) Amount due to related parties 218,283 130,735 Other payable and accrued expenses ( 379,238 ) 137,093 Lease liabilities ( 17,263 ) ( 22,414 ) Net cash used in operating activities ( 1,514,036 ) ( 1,227,253 ) Cash flows from investing activities: Cash acquired in reverse capitalization — 929,302 Purchase of short-term investments ( 1,400 ) — Net cash (used in) provided by investing activities ( 1,400 ) 929,302 Cash flows from financing activities: Subscription fees received from shareholders — 356,800 Payment of offering cost — ( 999,700 ) Borrowings from related parties 1,473,264 1,051,560 Repayment of borrowings to a related party — ( 25,000 ) Payment of extension loans — ( 380,000 ) Proceeds of prepayment shortfall under forward purchase contract — 150,000 Net cash provided by financing activities 1,473,264 153,660 Effect of exchange rates on cash ( 351 ) — Net decrease in cash ( 42,523 ) ( 144,291 ) Cash at beginning of year 52,616 196,907 Cash at end of year $ 10,093 $ 52,616 Supplemental cash flow information Cash paid for interest expense $ — $ — Cash paid for income tax $ — $ — Non-cash investing and financing activities Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 29,223 $ 25,824 Transfer of advance of subscription fees from shareholders to equity $ — $ 590,000 Offering costs payable accrued directly related to the business combination $ — 1,353,913 Issuance of ordinary shares to settle working capital loans $ — $ 2,636,000 Share based compensation to a non-employee as part of offering cost $ — $ 21,939 The accompanying notes are an integral part of the consolidated financial statements. F- 6 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS DESCRIPTION History of Thunder Power Holdings Limited (“TP Holdings”) TP Holdings is a company incorporated under the laws and regulations of the British Virgin Islands with limited liability on December 31, 2015 . TP Holdings is 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 subsidiary, Thunder Power New Energy Vehicle Development Company Limited (“TP NEV”) which was established in accordance with laws and regulations of British Virgin Islands on October 19, 2016. TP Holdings also setup two branches, namely Thunder Power AI Subsidiary, Inc. (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 TP NEV, are engaged in design, development and manufacturing of high-performance electric vehicles. As of December 31, 2025 and 2024, its operations activities were carried out in Taiwan and its management team are currently located in Taiwan and USA. History of Feutune Light Acquisition Corporation (“FLFV”) FLFV is a blank check company incorporated as a Delaware company on January 19, 2022. FLFV was formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. On July 3, 2023, FLFV incorporated Feutune Light Merger Sub, Inc (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of FLFV. Merger Sub is a holding company with no operations. Reverse recapitalization On June 21, 2024, FLFV consummated its business combination with TP Holdings (the “Business Combination”), pursuant to that certain Agreement and Plan of Merger, dated as of October 26, 2023 (as amended on March 19, 2024 and April 5, 2024, the “Merger Agreement”). The combined company changed its name to “Thunder Power Holdings, Inc.” (the “Company”). Upon closing of the Business Combination, the Company acquired all of the issued and outstanding securities of TP Holdings in exchange for (i) 40,000,000 shares of common stock, par value $ 0.0001 per share, and (ii) earn out payments consisting of up to an additional 20,000,000 shares of common stock (the “Earnout Shares”) if the Company meets certain revenue performance targets in the following years through December 31, 2026 (see “ Note 12 – Contingent Consideration ”). Immediately after giving effect to the Business Combination, there were (i) 46,859,633 shares of common stock of the Company, par value $ 0.0001 per share, issued and outstanding (without taking into account the Earnout Shares), (ii) 10,537,475 warrants to purchase 10,537,475 shares of common stock issued and outstanding, and (iii) 20,000,000 shares of common stock reserved for issuance as Earnout Shares and placed in an escrow account managed by Continental Stock Transfer & Trust Company (“CST”). We also capitalized offering cost of $ 1,491,495 , which was recorded as reduction against additional paid-in capital. Following the consummation of the Business Combination, the combined Company’s common stock began trading on the Nasdaq Global Market (the “Nasdaq”) under the symbol “AIEV” on June 24, 2024. The reverse recapitalization is equivalent to the issuance of securities by TP Holdings for the net monetary assets of FLFV, accompanied by a recapitalization. The Company debited equity for the fair value of the net liabilities of FLFV. In the subsequent financial statements after the Business Combination, the amounts of assets and liabilities for the period before the reverse recapitalization in financial statements are presented as those of TP Holdings and recognized and measured at their pre-combination carrying amounts. The equity account of TP Holdings was carried forward in the reverse recapitalization, subject to adjustments to reflect the par value of the outstanding capital stock of FLFV. F- 7 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS DESCRIPTION (cont.) As part of the Business Combination, the Company issued 5,279,673 shares of common stock to the shareholders of FLFV, among which 2,443,750 shares of common stock were issued to the Initial Insiders (defined below), 548,761 shares of common stock were issued to Private Shareholders (defined below), 2,227,162 shares of common stock were issued to Public Shareholders (defined below) and 60,000 shares of common stock were issued to the underwriter in FLFV’s initial public offering as representative shares. Initial Insiders were comprised of Feutune Light Sponsor LLC (the “Sponsor”), US Tiger Securities, Inc. (“US Tiger”) and certain officers and directors of the Company. The Private Shareholders referred to the Sponsor and US Tiger. The Public Shareholders referred to the shareholders who held the public shares that were issued in the initial public offering of FLFV. Upon closing of the Business Combination, the Company issued an aggregated 90,000 shares of common stock to three independent directors of FLFV. The fair value of these shares was $ 900,000 by reference to the per share price of $ 10.00 . In connection with the Business Combination, FLFV engaged a third party financial advisor to assist FLFV in locating target businesses, holding meetings with its shareholders to discuss a potential business combination and the target business’ attributes, introduce FLFV to potential investors that are interested in purchasing securities, assist FLFV in obtaining shareholder approval for the business combination and assist with press releases and public filings in connection with a business combination. On June 21, 2024, the Company issued 1,200,000 shares of common stock to the financial advisor as service fees. The fair value of the 1,200,000 shares of common stock issued to the financial advisor was $ 3,072,000 , calculated at $ 2.56 per share by reference to the Nasdaq closing price of the Company’s common stock on June 21, 2024. Entry into share exchange agreement 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”). 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 21, 2025. On July 21, 2025, Nasdaq filed Form 25 with the Securities and Exchange Commission to delist the Company’s securities from Nasdaq. 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”. F- 8 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), as determined by the Financial Accounting Standards Board (“FASB”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Basis of consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates 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 The Company’s financial instruments are accounted for at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of the fair value hierarchy are described below: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. As of December 31, 2025 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. F- 9 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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. dollars (“US$”). In general, for consolidation purposes, assets and liabilities of the Company and its subsidiary whose functional currency is not the US$, are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of the Company and its subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of shareholders’ equity. Translation of amounts from TWD into US$ has been made at the following exchange rates for the respective periods: As of December 31, 2025 2024 TWD exchange rate for balance sheet items, except for equity accounts 31.37 32.79 For the Years Ended December 31, 2025 2024 TWD exchange rate for items in the statements of operations and comprehensive loss, and statements of cash flows 31.17 32.31 Prepaid expenses for forward purchase contract On June 11, 2024, FLFV and TP Holdings entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, the “Seller”, or, the “Meteora”) (the “Forward Purchase Agreement”). For purposes of the Forward Purchase Agreement, (i) FLFV is referred to as the “Counterparty” prior to the consummation of the Business Combination, while the Company is referred to as the “Counterparty” after the consummation of the Business Combination and (ii) “Shares” means shares of the Class A common stock, par value $ 0.0001 per share, of FLFV prior to the closing of the Business Combination, and, after the closing of the Business Combination, shares of common stock, par value $ 0.0001 per share, of the Company. Pursuant to the terms of the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to 4,900,000 Shares (the “Purchased Amount”), less the number of shares purchased by the Seller separately from third parties through a broker in the open market (“Recycled Shares”). The Seller will not be required to purchase an amount of shares such that following such purchase, the Seller’s ownership would exceed 9.9 % of the total Shares outstanding immediately after giving effect to such purchase, unless the Seller, at its sole discretion, waives such 9.9 % ownership limitation. F- 10 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Prepaid expenses for forward purchase contract (cont.) The Forward Purchase Agreement provides for a prepayment shortfall in an amount in U.S. dollars equal to 0.25 % of the product of the Recycled Shares and the Initial Price which is equal to the redemption price of $ 11.1347 (the “Prepayment Shortfall”). The Seller will pay the Prepayment Shortfall to the Company on the prepayment date (which amount will be netted from the Prepayment Amount) (the “Initial Prepayment Shortfall”). The Seller in its sole discretion may sell Recycled Shares at any time following June 11, 2024 and at any sales price, without payment by the Seller of any early termination obligation until such time as the proceeds from such sales equal 110 % of the Prepayment Shortfall (such sales, “Shortfall Sales,” and such shares, “Shortfall Sale Shares”). A sale of shares is only (a) a “Shortfall Sale,” subject to the terms and conditions applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and (b) an Optional Early Termination, subject to the terms and conditions of the Forward Purchase Agreement applicable to Terminated Shares (as defined in the Forward Purchase Agreement), when an OET Notice (as defined in the Forward Purchase Agreement) is delivered under the Forward Purchase Agreement, in each case the delivery of such notice in the sole discretion of the Seller (as further described under “Optional Early Termination” and “Shortfall Sales” in the Forward Purchase Agreement). The Seller will purchase “Additional Shares” from the Counterparty at any date prior to the Valuation Date at the Initial Price, with such number of Shares to be specified in a Pricing Date Notice as Additional Shares subject to 9.9 % ownership limitations which may be waived by Seller at its sole discretion; provided that such number of Additional Shares that may be purchased from the Counterparty will not exceed (x) the Maximum Number of Shares, minus (y) the Recycled Shares. The Forward Purchase Agreement provides that the Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (x) the product of (i) the number of Shares as set forth in a Pricing Date Notice and (ii) the redemption price per share of $ 11.1347 , less (y) the Initial Prepayment Shortfall. In addition to the Prepayment Amount, the Counterparty will pay directly from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to 100,000 (with such final amount to be determined by Seller in its sole discretion via written notice to the Counterparty) and (y) the Initial Price. The Shares purchased with the Share Consideration (the “Share Consideration Shares”) will be incremental to the Maximum Number of Shares (as defined below) and will not be included in the number of Shares in connection with the Transaction under the Forward Purchase Agreement. The reset price (the “Reset Price”) will initially be $ 10.00 . The Reset Price will be subject to reset on a weekly basis commencing the first week following the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior trading weeks; provided that the Reset Price will be subject to reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering. The “Maximum Number of Shares” subject to the Forward Purchase Agreement will initially be the Purchased Amount; upon the occurrence of a Dilutive Offering Reset, a number of Shares equal to the quotient of (i) the Purchased Amount divided by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) the $ 10.00 . The “Maximum Number of Shares” subject to the Forward Purchase Agreement will initially be the Purchased Amount; upon the occurrence of a Dilutive Offering Reset, a number of Shares equal to the quotient of (i) the Purchased Amount divided by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) the $ 10.00 . F- 11 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Prepaid expenses for forward purchase contract (cont.) From time to time and on any date following the Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward Purchase Agreement, the Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to the Counterparty (the “OET Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) no later than the next Payment Date following the OET Date, (which will specify the quantity by which the number of Shares will be reduced (such quantity, the “Terminated Shares”)). The effect of an OET Notice will be to reduce the number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Counterparty will be entitled to an amount from the Seller, and the Seller will pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date (except that no amount will be due to Counterparty upon any Shortfall Sale). The payment date may be changed within a quarter at the mutual agreement of the parties. The “Valuation Date” is the earlier to occur of (a) the date that is 36 months after the Closing Date, (b) the date specified by the Seller in a written notice to be delivered to the Counterparty at the Seller’s discretion (which Valuation Date will not be earlier than the day such notice is effective) after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event, and (c) the date specified by the Seller in a written notice to be delivered to the Counterparty at the Seller’s sole discretion (which Valuation Date will not be earlier than the day such notice is effective). 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 issued a pricing date notice to the Company, pursuant to which the Sellers had 1,089,038 shares of Recycled Shares. Together with the 100,000 Share Consideration Shares and net off Prepayment Shortfall, the Company made a total of Prepayments Amount of $ 13,264,964 to the Sellers. The Company recorded the prepayment in the account of “prepaid expenses for forward purchase contract” on the consolidated balance sheet. The Company will subsequently derecognize the prepayments when the Sellers sell the Recycled Shares. The difference between the fair value on the date when the Sellers sell the Recycled Shares and $ 11.1347 will be charged to additional paid-in capital. The Company assessed that there are no material risks arising from the Forward Purchase Agreement. On July 2, 2024, the Company issued an aggregate of 3,706,461 shares of the Company’s common stock to Meteora pursuant to the Forward Purchase Agreement and Subscription Agreement. On July 2, 2024, the Sellers 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 the shortfall prepayment as a reduction to “prepaid expenses for forward purchase contract.” As of December 31, 2025 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. F- 12 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Income taxes The Company accounts for income taxes in accordance with the asset and liability method, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forwards. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the statements of operations, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 % likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company may be subject to income taxes in the U.S. and foreign jurisdictions, when applicable. The Company is incorporated in the State of Delaware and is required to pay either income tax or franchise tax, whichever is applicable, to the State of Delaware on an annual basis. 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 state tax laws if it has operation in the State of New Jersey. Under the current and applicable laws of BVI, both TP Holdings and TP NEV are not subject to tax on income or capital gains. As of December 31, 2025 and 2024, there were no temporary differences and no deferred tax asset or liability recognized. The Company does not believe that there were any uncertain tax positions as of December 31, 2025 and 2024. 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. The 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. F- 13 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. 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 2024-02”). 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. In other 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. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The ASU 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. For 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. ASU 2025-05 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 impact. In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as: employee compensation; depreciation; amortization, and other material components. The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. 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, which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify 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 ASU. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact. F- 14 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. 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, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other 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 its consolidated financial position, statements of operations and cash flows. Significant risks and uncertainties Credit risk Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit risk is their carrying amount as at the balance sheet dates. As of December 31, 2025, the Company held cash of $ 10,093 , among which $ 8,911 was deposits in bank accounts in Taiwan, $ 217 deposited in bank accounts in the United States and $ 965 in bank accounts in Hong Kong. Bank accounts in each bank in Taiwan are insured by the government authority with the maximum limit of TW$ 3,000,000 (equivalent to approximately $ 95,600 ). Each 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 to approximately $ 102,800 ). To limit exposure to credit risk relating to deposits, the Company primarily place cash and cash equivalent deposits with large financial institutions in the United States and Hong Kong which management believes are of high credit quality and the Company also continually monitors their credit worthiness. F- 15 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. GOING CONCERN 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. These 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 operations. ● 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. F- 16 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. OTHER CURRENT ASSETS Other current assets consisted of the following: As of December 31, 2025 2024 Payments made on behalf of a third party (a) $ 315,000 $ 315,000 Prepaid expenses 28,712 67,865 Less: allowance for credit losses ( 315,000 ) — $ 28,712 $ 382,865 (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. TP Holdings paid extension loans in an amount of $ 300,000 and working capital loans in an amount of $ 15,000 on behalf of GMFI. In March 2024, the letter of intent with GMFI was terminated. For the year ended December 31, 2025, the Company provided full allowance for credit losses against the balance due to liquidation of GMFI. 5. OPERATING LEASE 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 a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of the incremental borrowing rate. For operating leases that include rent holidays and rent escalation clauses, the Company recognizes lease expense on a straight-line basis over the lease term from the date it takes possession of the leased property. The Company records the straight-line lease expense and any contingent rent, if applicable, in general and administrative expenses on the consolidated statements of operations and comprehensive loss. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. For short-term leases, the 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 the operating lease related assets and liabilities recorded on the consolidated balance sheets. As of December 31, 2025 2024 Right of use assets $ 17,865 $ 4,614 Operating lease liabilities, current $ 14,877 $ 3,455 Operating lease liabilities, non-current 1,703 — Total operating lease liabilities $ 16,580 $ 3,455 F- 17 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. OPERATING LEASE (cont.) Other information about the Company’s leases is as follows: For the Years Ended December 31, 2025 2024 Weighted average remaining lease term (years) 1.19 0.21 Weighted average discount rate 5.5 % 5.5 % 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: December 31, 2025 For the year ending December 31, 2026 $ 15,418 For the year ending December 31, 2027 1,713 Total lease payments 17,131 Less: Imputed interest ( 551 ) Present value of lease liabilities $ 16,580 6. OTHER PAYABLE AND ACCRUED EXPENSES Other payable and accrued expenses consisted of the following: As of December 31, 2025 2024 Accrued professional expenses incurred for Business Combination (a) $ 1,176,358 $ 1,176,358 Accrued excise tax on repurchases of common stocks (b) 502,251 913,742 Others 282,546 250,340 $ 1,961,155 $ 2,340,440 (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. The IRA provides for, among other things, a new U.S. federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. 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. F- 18 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. EQUITY Common Stock The Company has 1,000,000,000 shares of common stock authorized with par value $ 0.0001 per share. As part of the Business Combination between the FLFV and TP Holdings, the Company issued 5,279,673 shares of common stock to the shareholders of FLFV, among which 2,443,750 shares of common stock were issued to the sponsor of FLFV, 548,761 shares of common stock were issued to private shareholders, 2,227,162 shares of common stock were issued to public shareholders and 60,000 shares of common stock were issued to the underwriter as representative shares. Upon closing of the Business Combination on June 21, 2024, the Sponsor had provided a total of $ 2,636,000 in working capital loans and elected to convert all such working capital loans into 263,600 working capital units, which include 263,600 shares of common stock, par value $ 0.0001 per share, 263,600 warrants, each of which may be exercised into one share of common stock of the Company, and 263,600 rights, each of which entitles the holder to receive one-tenth of one share of common stock of the Company at the closing of the Business Combination. The Company issued 289,960 shares of common stock to the Sponsor on June 21, 2024. In connection with the Business Combination, FLFV engaged a third party financial advisor to assist FLFV in locating target businesses, holding meetings with its shareholders to discuss a potential business combination and the target business’ attributes, introduce FLFV to potential investors that are interested in purchasing securities, assist FLFV in obtaining shareholder approval for the business combination and assist with press releases and public filings in connection with a business combination. On June 21, 2024, the Company issued 1,200,000 shares of common stock to the financial advisor as service fees. The fair value of the 1,200,000 shares of common stock issued to the financial advisor was $ 3,072,000 , calculated at $ 2.56 per share by reference to the Nasdaq closing price of the Company’s common stock on June 21, 2024. Upon closing of the Business Combination, the Company issued an aggregated 90,000 shares of common stock to three independent directors of FLFV. The fair value of these shares was $ 900,000 by reference to the per share price of $ 10.00 . In March 2024, April 2024 and June 2024, the Company entered into certain private placement agreements with certain investors, pursuant to which the Company issued 1,310,740 shares of common stock, 44,940 shares of common stock and 1,155,513 shares of common stock, respectively. The Company raised an aggregated proceeds of $ 946,800 from these private placements. 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. The sellers made a prepayment shortfall of $ 150,000 . On August 20, 2024, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Westwood Capital Group LLC, a Delaware limited liability company (“Westwood”), pursuant to which Westwood has committed to purchase, subject to certain limitations, up to $ 100 million of the Company’s common stock, par value $ 0.0001 per share (the “Total Commitment”). In addition, the Company has agreed to pay Westwood a commitment fee valued at $ 1,500,000 in the form of 150,000 shares of common stock (the “Commitment Shares”) or an amount of cash (up to $ 1,500,000 ), depending on various factors. Pursuant to the Purchase Agreement, the Company issued 150,000 shares of the Company’s stock as commitment shares to Westwood. As of December 31, 2025 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. As of December 31, 2025 and 2024, the Company had 50,724,664 and 50,724,664 shares of common stock outstanding, respectively. F- 19 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. 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, 2025 and 2024, the Company had nil and nil shares of Preferred Stock issued and outstanding. Warrants Warrants issued in connection with FLFV’s initial public offering (“IPO”) In connection with FLFV’s IPO on June 21, 2022, FLFV issued 9,775,000 warrants (“Public Warrants”). Substantially concurrently with the closing of the IPO, FLFV issued 478,875 warrants to FLFV’s Sponsor and 20,000 warrants to US Tiger (“Private Warrants”) (Public Warrants and Private Warrants collectively the “Warrants”). Each Warrant entitles the registered holder to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after June 21, 2024. The Warrants will expire five years after June 21, 2024. The Warrants became exercisable after the consummation of the Business Combination on June 21, 2024. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common stock issuable upon exercise of the Warrants and a current prospectus relating to such common stock. The Company may call the Warrants for redemption at a price of $ 0.01 per Warrant: ● 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; and ● 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. The Company accounted for the Warrants as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. The Company accounted for the Warrants as an expense of the IPO resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of the Public Warrants and Private Warrants to be approximately $ 1.1 million and $ 0.05 million, respectively, or at $ 0.108 per warrant, using the Monte Carlo Model. The fair value of the Public Warrants and Private Warrant are estimated as of the date of grant using the following assumptions: (1) expected volatility of 10.3 %, (2) risk-free interest rate of 2.92 %, (3) expected life of 1.38 years, (4) exercise price of $ 11.50 and (5) stock price of $ 9.76 . F- 20 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. EQUITY (cont.) Warrants (cont.) Other Warrants Upon closing of the Business Combination on June 21, 2024, the Sponsor had provided a total of $ 2,636,000 in working capital loans and elected to convert all such working capital loans into 263,600 working capital units, which include 263,600 shares of common stock, par value $ 0.0001 per share, 263,600 warrants, each of which may be exercised into one share of common stock of the Company, and 263,600 rights, each of which entitles the holder to receive one-tenth of one share of common stock of the Company at the closing of the Business Combination. On December 31, 2025 and 2024, the Company issued 263,600 warrants to the Sponsor. As of December 31, 2025 and 2024, the Company issued outstanding warrants to purchase 10,537,475 and 10,537,475 shares of common stock, respectively. Rights On June 21, 2022, FLFV issued 9,775,000 Rights (as defined below) in connection with the IPO. Substantially concurrently with the closing of the IPO, FLFV issued 478,875 Rights to the Sponsor and 20,000 rights to US Tiger. Except in cases where FLFV was not the surviving company in an initial business combination, each holder of a Right was automatically entitled to receive one-tenth (1/10) of common stock (the “Rights”) upon consummation of the initial business combination. On June 21, 2024, the Company issued 1,027,386 shares of common stock to settle the rights. As of December 31, 2025 and 2024, the Company did not have outstanding rights. 8. INCOME TAXES Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed. British Virgin Islands Under the current and applicable laws of BVI, TP Holdings and TP NEV are not subject to tax on income or capital gains. Hong Kong 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 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. F- 21 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. INCOME TAXES (cont.) Taiwan 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 tax rate: For the Years Ended December 31, 2025 2024 BVI statutory income tax rate $ 0 % $ 0 % Effect of different income tax rates in other jurisdictions 1.1 % 0.4 % Effect of changes in valuation allowance ( 1.1 )% ( 0.4 )% Effective tax rate $ 0 % $ 0 % Deferred tax assets and deferred tax liabilities as of December 31, 2025 and 2024 consist of the following: For the Years Ended December 31, 2025 2024 Net operating losses carryforwards $ 32,885 $ 9,701 Less: valuation allowance ( 32,885 ) ( 9,701 ) Total deferred tax assets $ — $ — 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 measures the unrecognized benefits associated with the tax positions. As of December 31, 2025 and 2024, the Company did not have any unrecognized uncertain tax positions, and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. For the years ended December 31, 2025 and 2024, the Company did not incur any interest and penalties related to potential underpaid income tax expenses. F- 22 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. RELATED PARTY TRANSACTIONS AND BALANCES a. Nature of relationships with related parties: 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 Mr. Wellen Sham, the Company’s controlling shareholder, exercises significant influence Mr. Wellen Sham Controlling shareholder of the Company Ms. Ling Houng Sham Spouse of Mr. Wellen Sham Feutune Light Sponsor LLC (“FLFV Sponsor”) Shareholder of the Company b. Related party transactions: 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 Mr. 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 operations. The borrowings bear interest rate of 8 % per annum 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 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 % 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. Wellen Sham. c. Balance with related parties: Nature December 31, 2025 December 31, 2024 TP HK (1) Amount due to the related party $ 113,498 $ 96,236 Mr. Wellen Sham (2) Amount due to the related party 2,823,585 1,271,415 Ms. Ling Houng Sham (2) Amount due to the related party 330,751 208,636 FLFV Sponsor (3) Amount due to the related party 190,000 190,000 $ 3,457,834 $ 1,766,287 (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. The balance is interest free and is repayable on demand. (2) The balance due to Mr. Wellen Sham represented 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. Ling Houng Sham represented promissory notes of $ 300,000 for extension of FLFV and interest payable of $ 30,751 . 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. Wellen Sham 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. F- 23 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. SHARE-BASED COMPENSATION Share options In October 2014, TP Holdings adopted a Thunder Power Holdings Limited Share Option Plan (the “2014 Plan”), As of December 31, 2024, the 2014 Plan existed to the extent that there are options/awards outstanding thereunder. On June 17, 2024, the stockholders of the Company voted to approve the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), which became effective at the closing of the Business Combination. 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. Such options granted under the 2014 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock options and the terms of the 2024 Plan (including the terms of the Prior Plan attached as an exhibit to the 2024 Plan). The total number of shares of the Company’s Common Stock reserved and available for grant and issuance pursuant to awards under the 2024 Plan equals 10 % of the total number of outstanding shares of the Company’s Common Stock immediately following the Business Combination, the full amount of which may be issued pursuant to incentive stock options. In addition, annually on the first trading day of the calendar year, beginning with the 2025 calendar year, the share reserve (but not the incentive stock option limit) will automatically increase by 5 % of the total number of shares of the Company’s Common Stock outstanding as of the last day of the immediately preceding calendar year, unless the administrator of the 2024 Plan acts prior to January 1 of such calendar year to provide that there will be no increase 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. There is no limit on the number or class of directors, employees or consultants that are eligible to receive awards. For the years ended December 31, 2025 and 2024, the transaction activities of share options were as below: Number of options Weighted average exercise price per option Outstanding at December 31, 2023 590,000 $ 1.02 Forfeited ( 212,500 ) $ 1.00 Outstanding at December 31, 2024 377,500 $ 1.02 Forfeited ( 197,500 ) $ 1.03 Outstanding at December 31, 2025 180,000 $ 1.00 The following table summarizes information with respect to outstanding share options to employees as of December 31, 2025. Number of options Weighted average remaining contractual term (years) Outstanding at December 31, 2025 180,000 0.00 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, 2025. 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 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 Company recorded share-based compensation expenses in the “general and administrative expenses” with corresponding accounts to equity. F- 24 THUNDER POWER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. CONTINGENT CONSIDERATION On June 21, 2024, the Company entered into an escrow agreement (the “Escrow Agreement”) with Mr. Wellen Sham, Yuanmei Ma and CST, pursuant to which, among other things, (1) CST will act as the escrow agent under the Escrow Agreement; (2) at the closing of the Business Combination, the Company deposited with CST 20,000,000 shares of common stock as Earnout Shares, to be held by CST in a segregated escrow account (“Earnout Escrow Account”); and (3) if any portion of the Earnout Shares becomes eligible for release in accordance with the terms of the Escrow Agreement, CST will release the applicable portion of the Earnout Shares from the Earnout Escrow Account in accordance with the terms of the Escrow Agreement and disburse to each eligible recipient the applicable portion of Earnout Shares therefrom. The Earnout Shares shall be released or otherwise forfeited as follows: (i) an aggregate of 5,000,000 Earnout Shares (the “Tranche 1 Earnout Shares”) will be vested, if and only if, on the occurrence that the amount of sales/revenues of the Company for any of the fiscal years (such fiscal year is referred to as “Tranche 1 Fiscal Year”) ending from December 31, 2023 to December 31, 2025 is no less than $ 42,200,000 as evidenced by the audited financial statements of the Company prepared in accordance with U.S. GAAP for the Tranche 1 Fiscal Year that is contained in an annual report on Form 10-K filed by the Company with the SEC (the “Tranche 1 Annual Report”); (ii) an aggregate of 15,000,000 Earnout Shares (the “Tranche 2 Earnout Shares”) will be vested, if and only if, on the occurrence that the amount of sales/revenues of the Company for any of the fiscal years (such fiscal year is referred to as “Tranche 2 Fiscal Year”) ending from December 31, 2023 to December 31, 2026 is no less than $ 415,000,000 as evidenced by the audited financial statements of the Company prepared in accordance with U.S. GAAP for the Tranche 2 Fiscal Year that is contained in an annual report on Form 10-K filed by the Company with the SEC (the “Tranche 2 Annual Report”); (iii) Within five (5) business days following the determination that all or any portion of the Tranche 1 Earnout Shares or Tranche 2 Earnout Shares become vested, the Company, together with Mr. Sham and Ms. Ma, shall instruct the Escrow Agent to irrevocably and unconditionally release the vested tranche of Earnout Shares from the Escrow Account in accordance with the terms of the Escrow Agreement to certain of the Company’s shareholders. Each tranche of Earnout 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 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 remeasured. 12. 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. 13. 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. F- 25