Thunder Power Holdings, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41424 Thunder Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 87-4620515 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) Unit 5, 21/F., Westley Square , 48 Hoi Yuen Road, Kwun Tong , Kowloon , Hong Kong (Address of principal executive offices) +852 68975591 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Common stock, par value $0.0001 per share AIEV OTCQB Venture Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 20, 2026, there were 102,597,432 shares of the registrant’s common stock, par value $0.0001 per share, issued (including 82,597,432 shares that are issued and outstanding and 20,000,000 earnout shares that are issued but not outstanding, to vest upon the achievement of certain performance milestones). Thunder Power Holdings, Inc. TABLE OF CONTENTS PAGE NUMBER PART I - FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 3. Quantitative and Qualitative Disclosures About Market Risk 35 Item 4. Controls and Procedures 35 PART II - OTHER INFORMATION 36 Item 1. Legal Proceedings 36 Item 1A. Risk Factors 36 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36 Item 3. Defaults upon Senior Securities 36 Item 4. Mine Safety Disclosures 36 Item 5. Other Information 36 Item 6. Exhibits 37 SIGNATURES 38 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals, as well as our expectations with respect to: ● Our business strategy and future growth prospects; ● Our industry; ● Our future profitability, cash flows and liquidity; ● Our financial strategy, budget, projections and operating results; ● The amount, nature and timing of our capital expenditures and the impact of such expenditures on our performance; ● The availability and terms of capital; ● Our research, development and production activities; ● The market for our future products and services; ● Competition and government regulations; ● General economic conditions. These forward-looking statements may be accompanied by words such as “believe,” “budget,” “estimate,” “anticipate,” “expect,” “intend,” “plan,” “may,” “likely,” “will,” “future,” “potential,” “project,” “predict,” “pursue,” “target,” “seek,” “objective,” “continue,” “would,” “could” or “should,” or, similar expressions that are predictions of or indicate future events or trends that do not relate to historical matters. The forward-looking statements in this Quarterly Report speak only as of the date of this Quarterly Report, or such other date as specified herein. We disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following: ● Competitive conditions in our industry; ● A decline in demand for electronic vehicles; ● The price and availability of competitor’s products and services, including those manufactured or provided by manufacturers of non-electric vehicles; ● Our ability to obtain permits, approval and authorizations from governmental and third parties, and the effect of or changes to U.S. government regulations; ● Changes in availability and cost of capital; ● The price and availability of debt and equity financing (including changes in interest rates); ii ● Our ability to finance, consummate, integrate and realize the benefits expected from our past or future acquisitions, including related synergies; ● Uncertainty related to the timing, pace and extent of an economic recovery in the United States and elsewhere, which in turn will likely affect demand for our products and services; ● Changes in general economic and geopolitical conditions; ● Inflationary factors, such as increases in labor costs, material costs and overhead costs; ● Our ability to successfully implement our business plan; ● Our ability to complete growth projects on time and on budget; ● Introduction of new technologies or services by competitors in our industry, including using new technologies subject to patent or other intellection property protections; ● Operating hazards, natural disasters, weather-related delays and other matters beyond our control; ● Acts of terrorism, war or political or civil unrest in the United States or beyond; ● Loss or corruption of our information or a cyberattack on our computer systems; ● Federal, state and local regulations impacting any aspect of our research, production and development activities, including public pressure on governmental bodies and regulatory agencies to regulate our industry; ● The effects of existing and future laws and government regulations (or the interpretation thereof) on us, and on our current or future suppliers; and ● The effects of any future litigation. Our forward-looking statements speak only as of the date they were made and, except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements because of new information, future events or other factors. All of our forward-looking information involves risks and uncertainties that could cause actual results to differ materially from the results expected. For important information, including identification of factors that could cause actual results to differ materially from those anticipated in these forward-looking statements, please refer to the “ Risk Factors ” section as described in the annual report on Form 10-K for the fiscal year ended December 31, 2025 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 7, 2026 and in other filings made by the Company with the SEC from time to time. iii PART I - FINANCIAL INFORMATION Item 1. Financial Statements THUNDER POWER HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS As of March 31, 2026 and December 31, 2025 (Expressed in U.S. dollar, except for the number of shares) March 31, 2026 December 31, 2025 (unaudited) (audited) ASSETS Current Assets Cash $ 8,666 $ 10,093 Short-term investments 780 933 Prepaid expenses for forward purchase contract 13,114,964 13,114,964 Other current assets 16,176 28,712 Total Current Assets 13,140,586 13,154,702 Non-current Assets Right of use assets 14,119 17,865 Total Non-current Assets 14,119 17,865 Total Assets $ 13,154,705 $ 13,172,567 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Amount due to related parties $ 3,879,788 $ 3,457,834 Other payable and accrued expenses 2,016,940 1,961,155 Lease liabilities, current 12,844 14,877 Underwriter fee payable 2,921,250 2,921,250 Total Current Liabilities 8,830,822 8,355,116 Non-current Liabilities Lease liabilities, non-current — 1,703 Total Non-current Liabilities — 1,703 Total Liabilities 8,830,822 8,356,819 Commitments and Contingencies (Note 13) Shareholders’ Equity Common stock ($ 0.0001 par value, 1,000,000,000 shares authorized; 70,724,664 and 70,724,664 shares issued as of March 31, 2026 and December 31, 2025, including 20,000,000 escrowed earnout shares subject to contingent release conditions, respectively; 50,724,664 and 50,724,664 shares outstanding as of March 31, 2026 and December 31, 2025, respectively) 5,073 5,073 Additional paid-in capital 43,862,158 43,862,158 Accumulated loss ( 39,545,314 ) ( 39,051,663 ) Accumulated other comprehensive income 1,966 180 Total Shareholders’ Equity 4,323,883 4,815,748 Total Liabilities and Shareholders’ Equity $ 13,154,705 $ 13,172,567 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 1 THUNDER POWER HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the three months ended March 31, 2026 and 2025 (Expressed in U.S. dollar, except for the number of shares and loss per share) For three months ended March 31, 2026 2025 Revenues $ — $ — Operating expenses General and administrative expenses ( 430,760 ) ( 754,656 ) Total operating expenses ( 430,760 ) ( 754,656 ) Other income (expenses) Other expenses, net ( 135 ) ( 252 ) Interest expenses ( 62,334 ) — Foreign currency exchange income (expenses) ( 422 ) 5 Total other expenses, net ( 62,891 ) ( 247 ) Loss before income taxes ( 493,651 ) ( 754,903 ) Income tax expenses — — Net loss ( 493,651 ) ( 754,903 ) Other comprehensive income Foreign currency adjustments 1,786 200 Comprehensive loss $ ( 491,865 ) $ ( 754,703 ) Loss per share – basic and diluted $ ( 0.01 ) $ ( 0.02 ) Weighted average shares – basic and diluted 50,724,664 50,724,664 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 2 THUNDER POWER HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the three months ended March 31, 2026 and 2025 (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, 2024 50,724,664 $ 5,073 $ 43,450,667 $ ( 36,932,246 ) $ 133 $ 6,523,627 Net loss — — — ( 754,903 ) — ( 754,903 ) Foreign exchange adjustments — — — — 200 200 Balance as of March 31, 2025 50,724,664 $ 5,073 $ 43,450,667 $ ( 37,687,149 ) $ 333 $ 5,768,924 Balance as of December 31, 2025 50,724,664 $ 5,073 $ 43,862,158 $ ( 39,051,663 ) $ 180 $ 4,815,748 Net loss — — — ( 493,651 ) — ( 493,651 ) Foreign exchange adjustments — — — — 1,786 1,786 Balance as of March 31, 2026 50,724,664 $ 5,073 $ 43,862,158 $ ( 39,545,314 ) $ 1,966 $ 4,323,883 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 3 THUNDER POWER HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, 2026 and 2025 (Expressed in U.S. dollar) For three months ended March 31, 2026 2025 Net cash used in operating activities $ ( 353,336 ) $ ( 622,874 ) Cash flows from investing activities: Purchase of short-term investments — ( 1,400 ) Net cash used in investing activities — ( 1,400 ) Cash flows from financing activities: Borrowings from related parties 350,000 591,470 Net cash provided by financing activities 350,000 591,470 Effect of exchange rates on cash 1,909 — Net decrease in cash ( 1,427 ) ( 32,804 ) Cash at beginning of period 10,093 52,616 Cash at end of period $ 8,666 $ 19,812 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 $ — $ 29,282 Transfer of advance of subscription fees from shareholders to equity $ — $ — The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 4 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED 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 September 30, 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 March 31, 2026 and December 31, 2025, 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 have 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. 5 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS DESCRIPTION (cont.) 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. 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. 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 9, 2026, the Company issued an aggregate of 31,872,768 shares of its common stock, par value $ 0.0001 per share (the “Shares”), to six eligible shareholders of the TW Company, in exchange for an aggregate of 26,783,838 ordinary shares of the TW Company, pursuant to the Agreement. The Shares represented approximately 31.07 % of the Company’s total issued and outstanding common stock as of the transaction closing date. The Shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). 6 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated 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 unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. 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 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 March 31, 2026 and December 31, 2025, the Company’s financial instruments primarily comprised cash, short-term investments, other current assets, amounts due to related parties, other payables, lease liabilities, and underwriter fee payable. The carrying amounts of cash, other current assets, amounts due to related parties, other payables, and underwriter fee payable approximate fair value due to the short-term maturities of these instruments. Short-term investments are measured at fair value based on quoted market prices in active markets (Level 1 inputs) and therefore their carrying amounts equal fair value. The carrying amount of lease liabilities approximates fair value as the related borrowing rates used to measure the liabilities approximate current market borrowing rates available to the Company. 7 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED 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$”). In general, for consolidation purposes, assets and liabilities of the Company and its subsidiaries whose functional currency is not US$, are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of the Company and its subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of shareholders’ equity. Translation of amounts from TWD and HKD into US$ has been made at the following exchange rates for the respective periods: March 31, 2026 December 31, 2025 TWD exchange rate for balance sheet items, except for equity accounts 32.05 31.37 HKD exchange rate for balance sheet items, except for equity accounts 7.84 7.78 For three months ended March 31, 2026 2025 TWD exchange rate for items in the statements of operations and comprehensive loss, and statements of cash flows 31.63 32.88 HKD exchange rate for items in the statements of operations and comprehensive loss, and statements of cash flows 7.81 7.78 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. 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”). 8 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Prepaid expenses for forward purchase contract (cont.) 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 . 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. 9 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Prepaid expenses for forward purchase contract (cont.) 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 unaudited condensed 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 10, 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 additional 3,706,461 shares of the Company’s common stock to Meteora pursuant to the Forward Purchase Agreement and Subscription Agreement. The sellers made a prepayment shortfall of $ 150,000 . The Company recorded the proceeds from shortfall prepayments as a reduction against the account of “prepaid expenses for forward purchase contract”. As of March 31, 2026 and December 31, 2025, the Company had outstanding balance of prepaid expenses for forward purchase contract of $ 13,114,964 and $ 13,114,964 , respectively. Management assessed the recoverability of the prepaid balance and concluded that no impairment was recorded as of March 31, 2026 and December 31, 2025. 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. 10 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED 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 had 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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025. 11 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 resources 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 unaudited condensed consolidated statements of operations, and the difference between net revenue less the significant segment expenses and consolidated net income 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 three months ended March 31, 2026 and 2025, the Company has not generated revenues from operating activities. Recently adopted accounting standards 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 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280. The Company adopted ASU 2023-07 for the annual period ended December 31, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this standard did not have a material impact on our results of operations, cash flows or financial condition. 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 ended December 31, 2025. The adoption of this standard did not have a material impact to our results of operations, cash flows or financial condition. 12 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Recently issued accounting standards 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 July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” 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. Management has assessed the impact of adopting ASU 2025-05 and currently expects the adoption to have a minimal impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. 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 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 unaudited condensed consolidated financial position, statements of operations and cash flows. 13 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Significant risks and uncertainties Credit risk Assets that potentially subject the Company to 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 March 31, 2026, the Company held cash of $ 8,666 , among which $ 7,105 was deposits in bank accounts in Taiwan, $ 423 deposited in bank accounts in the United States and $ 1,138 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 $ 93,600 ). 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 $ 102,040 ). 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. 3. GOING CONCERN As of March 31, 2026, the Company had cash of approximately $ 8,666 and has incurred recurring losses from operations since inception. The Company reported a net loss of approximately $ 0.5 million for the three months ended March 31, 2026 and had an accumulated deficit of approximately $ 39.5 million as of March 31, 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these unaudited condensed consolidated interim financial statements are issued. The Company faces several significant uncertainties that impact its liquidity position and ability to continue operations, including: ● Operating losses and liquidity constraints – The Company has not generated sufficient revenues to support its operations and has limited cash resources available to meet its obligations as they become due. ● 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 upon the successful execution of the forward purchase arrangement and remains subject to significant uncertainty, including market conditions, counterparty performance, and the Company’s listing status. The arrangement is not expected to generate near-term cash inflows and may not be readily convertible to cash. Accordingly, this balance does not provide immediate liquidity to support the Company’s operations. ● Nasdaq delisting – Trading of the Company’s common stock on the Nasdaq Stock Market was suspended on April 21, 2025, and the Company’s securities were subsequently delisted on July 31, 2025. The Company’s securities are currently quoted in the over-the-counter market. The delisting significantly limits the Company’s ability to access public capital markets and creates uncertainty regarding its ability to obtain future financing. 14 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3. GOING CONCERN (cont.) ● Dependence on principal shareholder support – The Company has historically relied on financial support from its principal shareholder and related parties to fund operations. During the three months ended March 31, 2026, the Company received additional related-party financing of approximately $ 350,000 through promissory notes from the principal shareholder. Although management obtained a written financial support letter from the principal shareholder indicating a present intention to continue providing financial support to the Company for at least twelve months following the issuance date of these unaudited condensed consolidated interim financial statements, such support remains subject to the shareholder’s financial ability to provide funding. In addition, ongoing legal proceedings involving the principal shareholder create uncertainty regarding the availability of future financial support. Management has undertaken certain actions intended to improve liquidity and support ongoing operations, including seeking additional financing through equity or debt arrangements, obtaining continued support from related parties, implementing cost reduction initiatives, and pursuing strategic transactions and business opportunities. Subsequent to quarter end, on April 9, 2026, the Company issued shares pursuant to the Share Exchange Agreement with Electric Power Technology Limited, as amended. The Company is also pursuing strategic transactions, including a proposed acquisition; however, such transaction remains subject to completion and other uncertainties, and there can be no assurance that such transaction will improve the Company’s liquidity position. Management evaluated these conditions and events, together with its plans, in accordance with ASC 205-40, Presentation of Financial Statements — Going Concern. While management believes its plans may provide additional liquidity and support operations, management concluded that such plans do not alleviate the substantial doubt regarding the Company’s ability to continue as a going concern within one year after the issuance date of these unaudited condensed consolidated interim financial statements. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing, execute its strategic initiatives, and generate sufficient cash flows from operations. The Company may not be able to realize its assets and discharge its liabilities in the ordinary course of business and may not be able to continue as a going concern within one year after the issuance date of these unaudited condensed consolidated interim financial statements. The accompanying unaudited condensed consolidated interim financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may result from the outcome of these uncertainties. 15 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 4. OTHER CURRENT ASSETS Other current assets consisted of the following: March 31, 2026 December 31, 2025 Payments made on behalf of a third party (a) $ 315,000 $ 315,000 Prepaid expenses 16,176 28,712 Less: Allowance for credit losses ( 315,000 ) ( 315,000 ) $ 16,176 $ 28,712 (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 period ended March 31, 2026, the Company provided full allowance for credit losses against the balance due to liquidation of GMFI. 5. OPERATING LEASE As of March 31, 2026, 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 unaudited condensed 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 income and comprehensive income on a straight-line basis over the lease term and record variable lease payments as incurred. 16 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 5. OPERATING LEASE (cont.) The table below presents the operating lease related assets and liabilities recorded on the consolidated balance sheets. March 31, 2026 December 31, 2025 Right of use assets $ 14,119 $ 17,865 Operating lease liabilities, current $ 12,844 $ 14,877 Operating lease liabilities, noncurrent — 1,703 Total operating lease liabilities $ 12,844 $ 16,580 Other information about the Company’s leases is as follows: For three months ended March 31, 2026 2025 Weighted average remaining lease term (years) 0.94 1.94 Weighted average discount rate 5.5 % 5.5 % Amortization of right of use assets $ 3,629 $ 5,898 For the three months ended March 31, 2026 and 2025, operating lease expenses were $ 3,629 and $ 5,898 , respectively, among which $ 903 and $ nil were incurred for short-term lease expenses. The following is schedule, by years, of maturities of lease liabilities as of March 31, 2026: March 31, 2026 For the nine months ending December 31, 2026 $ 11,480 For the year ending December 31, 2027 1,701 Total lease payments 13,181 Less: Imputed interest ( 337 ) Present value of lease liabilities $ 12,844 6. OTHER PAYABLE AND ACCRUED EXPENSES Other payable and accrued expenses consisted of the following: March 31, 2026 December 31, 2025 Accrued professional expenses incurred for Business Combination (a) $ 1,176,358 $ 1,176,358 Accrued excise tax on repurchases of common stocks (b) 502,251 502,251 Others 338,331 282,546 $ 2,016,940 $ 1,961,155 (a) As of March 31, 2026 and December 31, 2025, 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 liability of $ 913,742 under the Inflation Reduction Act of 2022 (“IRA”). During the year ended December 31, 2025, the Company reassessed the estimated excise tax obligation based on additional share issuances during the period, which reduced the Company’s net excise tax obligation under the IRA. Accordingly, the Company reduced the excise tax liability from $ 913,742 to $ 411,491 . No additional adjustments were recorded during the three months ended March 31, 2026. 17 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED 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 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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, the Company had 50,724,664 and 50,724,664 shares of common stock outstanding, respectively. 18 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7. EQUITY (cont.) Preferred Stock The Company has 100,000,000 shares of Preferred Stock authorized with par value of $ 0.0001 per share. As of March 31, 2026 and December 31, 2025, the Company had 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 . 19 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7. EQUITY (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 March 31, 2026 and December 31, 2025, the Company issued 263,600 warrants to the Sponsor. As of March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, 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. 20 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED 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 TWD 120,000 of assessable profits is exempt from tax and assessable profits above TWD 120,000 (approximately $ 3,700 ) will be subject to the rate of 20 % for resident companies in Taiwan. For the three months ended March 31, 2026 and 2025, the Company did not incur income tax expenses. Below is a reconciliation of the statutory tax rate to the effective tax rate: March 31, 2026 December 31, 2025 BVI statutory income tax rate $ 0 % $ 0 % Effect of different income tax rates in other jurisdictions 1 % 1.1 % Effect of changes in valuation allowance ( 1 )% ( 1.1 )% Effective tax rate $ 0 % $ 0 % Deferred tax assets and deferred tax liabilities as of March 31, 2026 and December 31, 2025 consist of the following: March 31, 2026 December 31, 2025 Net operating losses carryforwards $ 37,792 $ 32,885 Less: valuation allowance ( 37,792 ) ( 32,885 ) Total deferred tax assets $ — $ — As of March 31, 2026 and December 31, 2025, the Company had net operating loss carrying forwards of $ 458,085 and $ 398,606 respectively from the Company’s Hong Kong subsidiaries, which will be carried forward indefinitely to offset future profits of the Company’s Hong Kong subsidiaries. The Company evaluates its valuation allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable 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 March 31, 2026 and December 31, 2025, full valuation allowance 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 March 31, 2026 and December 31, 2025, 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 three months ended March 31, 2026 and 2025, the Company did not incur any interest and penalties related to potential underpaid income tax expenses. 21 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED 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 three months ended March 31, Nature 2026 2025 TP HK Rental expenses $ 3,629 $ 5,898 For three months ended March 31, 2026, the Company borrowed $ 350,000 from Mr. Wellen Sham to support the Company’s operations. The borrowing bears an interest rate of 8 % and is payable through March 2027. For three months ended March 31, 2025, the Company borrowed $ 491,470 from Mr. Wellen Sham to support the Company’s operations. The borrowing bears an interest rate of 8 % and was originally payable through March 31, 2026, and was subsequently renewed with repayment of $ 100,000 due January 13, 2027, $ 271,440 due February 18, 2027, and $ 120,030 due March 13, 2027. For the three months ended March 31, 2025, the Company borrowed $ 100,000 from Ms. Ling Houng Sham to support the Company’s operations. The borrowing bears an interest rate of 8 % and was originally payable through March 31, 2026, and was subsequently renewed with repayment scheduled through March 28, 2027. c. Balance with related parties: Nature March 31, 2026 December 31, 2025 TP HK (1) Amount due to the related party $ 117,118 $ 113,498 Mr. Wellen Sham (2) Amount due to the related party 3,236,002 2,823,585 Ms. Ling Houng Sham (2) Amount due to the related party 336,668 330,751 FLFV Sponsor (3) Amount due to the related party 190,000 190,000 $ 3,879,788 $ 3,457,834 (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 $ 2,365,824 for the daily operation of the Company, other payable of $ 34,000 for payment of operating expenses on behalf of the Company and interest payable of $ 276,178 . The balance due to Ms. Ling Houng Sham represented promissory notes of $ 300,000 for extension of FLFV and interest payable of $ 36,668 . The promissory notes issued to Mr. Wellen Sham matured through March 2027 with interest rates ranging between 8 % and 10 %. The promissory notes issued to Ms. Ling Houng Sham matured through March 2027 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 loan of $ 190,000 from the FLFV Sponsor, among which $ 50,000 was payable on closing of the Business Combination, and $ 140,000 was payable on July 21, 2024. As of the date of this Quarterly Report, the Company has not settled the promissory notes with FLFV Sponsor. 22 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED 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 three months ended March 31, 2026 and 2025, the transaction activities of share options were as below: Number of options Weighted average exercise price per option Outstanding as of December 31, 2024 377,500 $ 1.02 Forfeited ( 212,500 ) $ 1.03 Outstanding as of March 31, 2025 185,000 $ 1.00 Outstanding as of December 31, 2025 180,000 $ 1.00 Forfeited ( 180,000 ) $ 1.00 Outstanding as of March 31, 2026 — $ 0.00 The following table summarizes information with respect to outstanding share options to employees as of March 31, 2026. Number of options Weighted average remaining contractual term (years) Outstanding as of March 31, 2026 — $ 0.00 For the three months ended March 31, 2026 and 2025, the Company did not charge share-based compensation expenses. 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. 23 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED 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. The Earnout Shares are subject to specified revenue targets through December 31, 2026 and are excluded from outstanding shares until applicable conditions are satisfied. 24 THUNDER POWER HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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. As of the reporting date, there have been no material developments or changes in the status of the Lawsuit. It is too early to make a precise determination regarding potential damage. 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 EVENT The Company evaluated all subsequent events and transactions that occurred after the balance sheet date through the date these unaudited condensed consolidated financial statements were available to be issued. Except as disclosed below, there were no material subsequent events that required recognition or disclosure in the unaudited condensed consolidated financial statements. Share Exchange Transaction with Electric Power Technology Limited On April 9, 2026, the Company issued an aggregate of 31,872,768 shares of its common stock, par value $ 0.0001 per share (the “Shares”), to six eligible shareholders of Electric Power Technology Limited, a Taiwan corporation (“TW Company”), in exchange for an aggregate of 26,783,838 ordinary shares of Electric Power Technology, pursuant to the Share Exchange Agreement, dated December 19, 2024, as amended. The Shares represented approximately 31.07 % of the Company’s total issued and outstanding common stock as of the transaction closing date. The Shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Shares were issued as restricted securities for the purpose of the Securities Act and bear restrictive legends to that effect. The Company is currently evaluating the accounting treatment for this transaction, including the determination of the appropriate accounting guidance to be applied under U.S. GAAP and the related financial reporting implications. Accordingly, the accounting for this transaction has not been finalized as of the date these financial statements were issued. The Company will finalize the accounting assessment upon completion of its evaluation of the transaction structure, rights obtained, and other relevant facts and circumstances. Approval of Re-Domiciliation from Delaware to Nevada On May 8, 2026, the board of directors of the Company approved the re-domiciliation of the Company from the State of Delaware to the State of Nevada pursuant to Section 266 of the Delaware General Corporation Law and Sections 92A.195 and 92A.205 of the Nevada Revised Statutes, together with the related Plan of Conversion and new Nevada articles of incorporation and bylaws. Pursuant to the re-domiciliation, each issued and outstanding share of the Company’s common stock will convert on a one-for-one basis into common stock of the Nevada corporation; outstanding warrants, options, equity awards and equity incentive plans will be assumed and adjusted on a one-for-one basis; and the directors and executive officers of the Company will remain unchanged. The re-domiciliation has been consented by a majority of shareholders with a notice of such consent filed with the SEC through an Information Statement on Schedule 14C on May 18, 2026 and will become effective upon the filing of requisite conversion documents with the Delaware and Nevada Secretaries of States. The re-domiciliation is intended to qualify as a tax-free reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended. Promissory Notes On April 28, 2026 and May 19, 2026, the Company obtained loans of $ 47,000 and $ 125,000 , respectively, from Mr. Wellen Sham via the promissory notes to support its operational activities. The borrowings bear interest at a rate of 8 % per annum and are payable through April 27, 2027 and May 18, 2027, respectively. 25 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview Our mission is to power the future of sustainable transportation by creating stylish, innovative and cost-efficient premium electric vehicles centered around differentiated designs and solutions tailored for every lifestyle. We are a technology innovator and a developer of premium electric vehicles (“EVs”). We have developed several proprietary technologies which are the building blocks of the Thunder Power family of EVs. We focus on the development and manufacturing of premium EVs with differentiated designs and solutions for every lifestyle. Four models are currently featured in our phased development and roll-out strategy: the limited-edition coupe, (the “Coupe” or “488”), long-range Sedan (the “Sedan”), compact city car (the “City Car” or “Chloe”) and the long-range SUV (the “SUV”, and together with the Coupe, Sedan, and City Car, the “Models”). We intend to target not just consumers who desire EVs, but consumers who desire practical and innovative EVs, as well as consumers who seek a luxury experience. We believe that by leveraging our modular integration concept starting with the modularized chassis system patented by us, we are creating a family of EVs (excluding the City Car) which share common parts and modules which we believe require lower investment and reduced design and production time as opposed to those of traditional automotive manufacturers. We intend to first create the initial design for our Sedan and then scale upwards to create the Coupe and scale downward to create the City Car. In time, we expect to round off our offering with the SUV. We expect to offer to the market eco-friendly, premium EVs positioned to earn market share based on design, quality, comfort, range, and price. Among other advantages, we believe that our proprietary technologies will significantly increase the driving range for our EVs while allowing for faster recharging and lower costs of ownership. Business Combination On June 21, 2024, Feutune Light Acquisition Corporation (“FLFV”) consummated the business combination with Thunder Power Holdings Limited (“TP Holdings”), pursuant to the Merger Agreement (the “Business Combination”). Following the Business Combination, the combined company changed its name to “Thunder Power Holdings, Inc.” (the “Company”), which is organized under the laws of the State of Delaware. Upon consummation of the Business Combination, FLFV acquired all of the issued and outstanding securities of TP Holdings in exchange for (i) 40,000,000 shares of common stock, and (ii) earn out payments consisting of up to an additional 20,000,000 shares of common stock (the “Earnout Shares”) if the Company met certain revenue performance target in the following years through December 31, 2026 (see “ Note 12 – Contingent Consideration ”). 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. Recent Developments 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 Shareholders have executed an amendment to the Agreement and certain subsequent amendments (the “Amendments”, and together with the Agreement, the “Amended Agreements”). Pursuant to the terms of the Amended Agreement, a portion of the TW Company Shareholders are expected to exchange a total of 26,783,838 ordinary shares in TW Company for an aggregate of 31,832,768 shares of newly issued Common Stock of the Company in weeks, with the remaining total of 1,715,000 shares of the TW Company to be transferred to the Company for 2,038,621 shares in a few months (the proposed transaction, the “Transaction”). 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 Transaction. 26 On April 9, 2026, the Company issued an aggregate of 31,872,768 shares of its common stock, par value $0.0001 per share (the “Shares”), to six eligible shareholders of the TW Company, in exchange for an aggregate of 26,783,838 ordinary shares of the TW Company, pursuant to the Agreement. The Shares represented approximately 31.07% of the Company’s total issued and outstanding common stock as of the transaction closing date. The Shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company is currently evaluating the accounting treatment for this transaction, including the determination of the appropriate accounting guidance to be applied under U.S. GAAP and the related financial reporting implications. Accordingly, the accounting for this transaction has not been finalized as of the date these financial statements were issued. The Company will finalize the accounting assessment upon completion of its evaluation of the transaction structure, rights obtained, and other relevant facts and circumstances. Key Factors Affecting Our Results of Operations We believe that our performance and future success will depend on several Company specific factors, including those key factors discussed below and other factors in the section under the heading “ Risk Factors ” of the annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2026. Our ability to evaluate our business and future prospects We are an early-stage company with an early stage/limited operating history, operating in a rapidly evolving and highly regulated market. Furthermore, we have not released any commercially available vehicles, and we have no experience manufacturing or selling a commercial product on a scale. Because we have not generated revenue from the sale of EVs, and because of the capital-intensive nature of our business, we expect to continue to incur substantial operating losses for the foreseeable future. Our ability to develop different models of vehicles We currently have four models featured in our phased development strategy and our revenue in the foreseeable future will be significantly dependent on a limited number of models. Although we have other vehicle models on our product roadmap, we currently do not expect to introduce another vehicle model until at least 2030. We expect to rely on sales from the Coupe, the Sedan, the City Car, and the SUV, among other sources of financing, for the capital that will be required to develop and commercialize future models. To the extent that production of the models is delayed, reduced or is not well-received by the market for any reason, our revenue and cash flow would be adversely affected, we may need to seek additional financing earlier than we expect, and such financing may not be available to us on commercially reasonable terms, or at all. Our ability to control the substantial costs associated with our operations We will require significant capital to develop and grow our business. We have incurred and expect to continue to incur significant expenses as we build our brand and develop and market our vehicles; expenses relating to developing and manufacturing our vehicles, tooling and expanding our manufacturing facilities; research and development expenses (including expenses related to the development of the current and future products), raw material procurement costs; and general and administrative expenses as we scale our operations. As a company, we do not have historical experience forecasting and budgeting for any of these expenses, and these expenses could be significantly higher than we currently anticipate. In addition, any disruption to our manufacturing operations, obtaining necessary equipment or supplies, expansion of our manufacturing facilities, or the procurement of permits and licenses relating to our expected manufacturing, sales and distribution model could significantly increase our expenses. 27 Our ability to develop a third-party retail product distribution and a full-service network We anticipate utilizing third-party retail product distribution and full-service networks to execute on such plans in all markets. If our use of third-party retail production and full-service networks is not effective, our results of operations and financial conditions could be adversely affected. Key Components of Results of Operations The following section presents the key components of our results of operations by the nature of corresponding operating activities for the periods indicated. You should read this financial information in conjunction with those presented elsewhere in this report including our unaudited condensed consolidated financial statements and notes to our financial statements. Revenues and Cost of revenues We have not generated revenue from the sale of EVs. No cost of revenues incurred during the period. Our primary source of expected near-term revenue is derived from income generated by solar plants through our subsidiary, Electric Power Technology Limited. Furthermore, we anticipate additional revenue streams through the acquisition of other income-generating companies, which we may pursue as part of our ongoing business strategy. General and administrative expenses General and administrative expenses primarily consist of personnel salary and welfare expenses and professional and consulting expenses. Over the next several years, we anticipate an increase in our general and administrative expenses related to professional and consulting expenses associated with uplisting to NASDAQ and acquisition of other income-generating companies. Taxation The Company is incorporated in the State of Delaware and is required to pay franchise taxes 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 income tax under New Jersey state tax laws if it has operations in New Jersey. 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. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022. 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. Our operating subsidiary Thunder Power New Electric Vehicles (TPNEV) are under the current and applicable laws of BVI and are not subject to tax on income or capital gains. TPAI-HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong 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. 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 TWD120,000 of assessable profits is exempt from tax and assessable profits above TWD120,000 (approximately $3,700) will be subject to the rate of 20% for resident companies in Taiwan. 28 For the three months ended March 31, 2026 and 2025 The following table sets forth a summary of our results of operations for the three months ended March 31, 2026 and 2025. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period. For three months ended March 31, 2026 2025 (unaudited) (unaudited) Revenues $ — $ — Operating expenses General and administrative expenses (430,760 ) (754,656 ) Total operating expenses (430,760 ) (754,656 ) Other income (expenses) Other expenses, net (135 ) (252 ) Interest expenses (62,334 ) — Foreign currency exchange income (expenses) (422 ) 5 Total other expenses, net (62,891 ) (247 ) Loss before income taxes (493,651 ) (754,903 ) Income tax expenses — — Net loss $ (493,651 ) $ (754,903 ) General and administrative expenses. For the three months ended March 31, 2026 and 2025, our general and administrative expenses were approximately $0.4 million and $0.8 million, respectively. The decrease in general and administrative expenses was primarily due to a decrease of approximately $0.3 million in professional and consulting expenses. As the company has not commenced to generate revenue, the management has implemented cost-control measures to reduce operating expenses. Net loss. As a result of the foregoing, we incurred a net loss of approximately $0.5 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively. 29 Liquidity and Capital Resources To date, we have financed our operating activities primarily through cash raised in loans from related parties (see “ Note 10 – Related Party Transactions and Balances ”), and equity financing including private placements. As of March 31, 2026, the Company had cash of $8,666 and has incurred recurring losses from operations since inception. The Company reported a net loss of approximately $0.5 million for the period ended March 31, 2026 and has an accumulated deficit of approximately $39.5 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 sales 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 in July 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. 30 Cash Flows The following table sets forth a summary of our cash flows for the periods presented: For three months ended March 31, 2026 2025 Net cash used in operating activities $ (353,336 ) $ (622,874 ) Net cash used in investing activities — (1,400 ) Net cash provided by financing activities 350,000 591,470 Effect of exchange rates on cash 1,909 — Net decrease in cash (1,427 ) (32,804 ) Cash at beginning of period 10,093 52,616 Cash at end of period $ 8,666 $ 19,812 Operating Activities Net cash used in operating activities for the three months ended March 31, 2026 was approximately $0.4 million, primarily attributable to net loss of approximately $0.5 million, adjusted for an increase of approximately $0.1 million due to related parties. Net cash used in operating activities for the three months ended March 31, 2025 was approximately $0.6 million, primarily attributable to net loss of approximately $0.8 million, adjusted for an increase of approximately $0.2 million in due to related parties. Investing activities For the three months ended March 31, 2026, we did not report cash provided by or used in investing activities. For the three months ended March 31, 2025, we reported cash used in investing activities of $1,400, which was used in purchase of short-term investments. Financing Activities For the three months ended March 31, 2026, we reported cash provided by financing activities of approximately $0.4 million, which was primarily provided by borrowings of approximately $0.4 million from our controlling shareholder. For the three months ended March 31, 2025, we reported cash provided by financing activities of approximately $0.6 million, which were primarily provided by borrowings of approximately $0.6 million from our controlling shareholder and his immediate family member, Ms. Ling Houng Sham. Commitment and Contingencies On June 21, 2024, the Company entered into an escrow agreement (the “Escrow Agreement”) with Mr. Wellen Sham, Yuanmei Ma, and Continental Stock Transfer & Trust Company (“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. 31 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 March 31, 2026 and 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. Off-Balance Sheet Arrangements We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to the shares of our common stock and classified as shareholder’s equity or that are not reflected in our unaudited condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in product development services with us. Research and Development We have incurred minimal research and development expenses for the three months ended March 31, 2025 and March 31, 2026. The researched and development expenses were recorded in “general and administrative expenses” in the unaudited condensed consolidated statements of operations and comprehensive loss. Critical Accounting Estimates We prepare our financial statements in accordance with U.S. GAAP, which requires our management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and various assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. 32 Our expectations regarding the future are based on available information and assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. When reading our unaudited condensed consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. See Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements. While management believes its judgments, estimates and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions. We believe that the following critical accounting estimates involve the most significant judgments used in the preparation of our financial statements. (i) Allowance for expected credit losses of other receivable We assessed the collectability by reviewing other receivable on an individual basis in accordance with ASC Topic 326, Credit Losses (“ASC 326”). Before entering into a Merger Agreement with FLFV, we entered into a letter of intent with Aetherium Acquisition Corp. (“GMFI”) to explore a potential business combination. We 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 period ended March 31, 2026, we assessed the payment intention and payment ability of GMFI and provided full allowance for credit losses against the balance due to liquidation of GMFI. (ii) Allowance for prepaid expenses for Forward Purchase Contract As of March 31, 2026, we assessed the recoverability of prepaid expenses for forward purchase contract which will be realized as the counterparty sells our shares. The evaluation of impairment requires significant judgment, particularly in assessing whether the prepaid balance will be fully recovered through future share transactions. Key factors considered include: (a) our current and expected share price relative to the reference/reset price under the agreement, (b) the enforceability of the Forward Purchase Contract, (c) the counterparty’s performance, including whether the counterparty continues to sell shares in accordance with the contract, (d) the volume of remaining shares held and expected pace of future sales, and (e) overall market conditions and liquidity of the Company’s shares. Given that recovery of the prepaid amount is dependent on future share sales and market prices, there is inherent uncertainty in the timing and amount of recovery. As of March 31, 2026, we did not provide allowance against prepaid expenses for Forward Purchase Contract. 33 (iii) Classification of prepaid expenses for Forward Purchase Contract Pursuant to the agreement between us and the counterparty, we made an upfront payment to facilitate a forward share transaction whereby the counterparty acquires and subsequently sells our shares in the market. Our economic benefit is realized through the sales of these shares, with settlement reflected through equity (additional paid-in capital) rather than cash flows. The arrangement does not meet the definition of a derivative or financial asset in accordance with ASC 815, rather the upfront payment represents a prepaid asset under ASC 340, providing future economic benefit as the underlying shares are sold. Accordingly, the upfront payment is recognized as a prepaid expense and will be derecognized as the related share transactions occur, with any differences recognized in additional paid-in capital in accordance with ASC 505. (iv) Classification of prepaid expenses for Forward Purchase Contract as a current asset We also applied judgment in classifying the prepaid balance as current, based on the expectation that the underlying share sales and related settlement will occur within 12 months of the reporting date, supported by the ongoing execution of the Forward Purchase Contract and historical pace of share dispositions. (v) Accrued legal expenses We exercised significant judgment in estimating accrued legal expenses where invoices are disputed and final settlement has not been reached. As of March 31, 2026, we recorded an accrual of $250,000 related to legal services provided by Brown Rudnick. The original invoices totaled approximately $659,910, which management disputed due to delayed filings and incomplete services. No settlement agreement had been finalized as of the reporting date. We based our estimation on actual services rendered, which represents the best assessment of the probable obligation under ASC 450. Given the range of possible outcomes and ongoing negotiations, the ultimate settlement amount may differ from the amount accrued. Recently Issued Accounting Pronouncements The Company has evaluated all recently issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company’s unaudited condensed consolidated financial statements. A list of recently issued accounting pronouncements that are relevant to us is included in the notes to our unaudited condensed consolidated financial statements included elsewhere in this report (see “ Note 2 – Summary of Significant Accounting Policies ”). 34 Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the Company is not required to provide the information required by this Item. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms, and that such information is collected and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 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 March 31, 2026. 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 March 31, 2026, 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. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 35 PART II: OTHER INFORMATION Item 1. Legal Proceedings For a description of our material pending legal proceedings related to the Company, or its officers, and directors, please see Item 3 of the Company’s Annual Report on Form 10-K, filed with SEC on April 7, 2026. Item 1A. Risk Factors We are subject to various risks and uncertainties in the course of our business. In addition to other information contained elsewhere in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on April 7, 2026, which could materially affect our business, financial condition, or future results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the Annual Report. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None . 36 Item 6. Exhibits Exhibit No. Description 3.1 Form of Third Amended and Restated Certificate of Incorporation of Thunder Power Holdings, Inc. (incorporated by reference to Annex C to the Company's Proxy Statement/Prospectus filed with the SEC pursuant to Rule 424(b)(3) (File No. 333-275933) on May 17, 2024). 3.2 Form of Amended and Restated Bylaws of Thunder Power Holdings, Inc. (incorporated by reference to Annex E to the Company's Proxy Statement/Prospectus filed with the SEC pursuant to Rule 424(b)(3) (File No. 333-275933) on May 17, 2024) 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 Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * Filed herewith ** Furnished herewith 37 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 22, 2026 THUNDER POWER HOLDINGS, INC. /s/ Pok Man Ho Name: Pok Man Ho Title: Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 38