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 June 30, 2025 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 ...

Core Viewpoint - Thunder Power Holdings, Inc. has received shareholder approval for a Share Exchange Agreement to acquire approximately 30.8% of Electric Power Technology Limited (TW Company), facilitating its expansion into Taiwan's renewable energy sector and enhancing its clean energy capabilities [1][2][3] Group 1: Acquisition and Strategic Expansion - The acquisition of TW Company is a significant step in Thunder Power's growth strategy, allowing the company to diversify its revenue streams and establish a scalable model for sustainable mobility [2][3] - This transaction provides Thunder Power with access to solar generation capacity and manufacturing resources, strengthening its position in the renewable energy sector [3][6] Group 2: Future Growth Initiatives - Thunder Power's strategy includes expanding its clean energy platform through the TW Company investment, aligning with Taiwan's national renewable energy targets [6] - The company aims to leverage relationships and manufacturing resources in Taiwan to advance its proprietary EV technologies, focusing on scaling in Asian and European markets [6][7] Group 3: Portfolio Diversification and Technology Development - The company will pursue opportunities in renewable energy and storage to complement its core EV business, broadening its revenue base and evaluating additional international transactions [7] - Thunder Power plans to utilize Taiwan's manufacturing resources to advance the development and launch of its proprietary EVs, integrating its EV platforms with renewable energy and storage assets to meet evolving global mobility and energy needs [7][8]

Core Viewpoint - Thunder Power Holdings, Inc. has received approval to trade on the OTCQB Venture Market, marking a significant step in its growth strategy and collaboration with Electric Power Technology [1][3][6] Company Updates - The company's common shares began trading on the OTCQB under the ticker "AIEV" effective June 5, 2025, which is recognized by the SEC as an established public market [3][6] - Thunder Power plans to hold its Annual Meeting of Stockholders to approve a Share Exchange Agreement with Electric Power Technology Limited, aiming to acquire approximately 30.8% of TW Company's total issued shares [5][6] - A proposed reverse stock split is intended to enhance the company's visibility, improve liquidity, and attract a broader base of institutional and retail investors [4][6][9] Strategic Initiatives - The partnership with Electric Power Technology is expected to open new opportunities across the electric vehicle value chain, leveraging complementary strengths for mutual growth [3][8] - The company aims to strengthen its capital base and accelerate growth initiatives by issuing additional shares as part of the Share Exchange Agreement [9][10] - Thunder Power is focused on expanding its footprint in the renewable energy sector, with the Taiwanese government targeting 15% of electricity from renewable sources by 2025 [7][8] Market Context - The company is positioned to capitalize on emerging opportunities in both the electric vehicle and clean energy markets, with solar generation in Taiwan representing 5% of the electricity market in 2024 [6][7] - The strategic acquisition of assets and technologies in Taiwan is expected to support Thunder Power's long-term growth and global expansion strategy [8][10]

Revenue Generation - The company has not generated any revenue from EV sales and expects to generate revenue from the sale of its EV models, technology licensing, and R&D services [157]. - The company did not meet the sales/revenue condition for the year 2024, which was set at no less than $42.2 million for the first tranche of Earnout Shares [178]. - The Earnout Shares include 5 million shares for the first tranche and 15 million shares for the second tranche, contingent on achieving specific revenue targets by December 31, 2025 [176]. Financial Performance - For the three months ended March 31, 2025, the company incurred a net loss of approximately $0.8 million, compared to a net loss of $0.2 million for the same period in 2024 [165]. - The company has incurred significant operating losses since inception and continues to face challenges in generating sufficient revenue to cover operational costs [166]. - For the three months ended March 31, 2025, the net cash used in operating activities was approximately $0.6 million, compared to $0.2 million for the same period in 2024, indicating a significant increase in cash outflow [170]. Expenses - General and administrative expenses increased to approximately $0.8 million for the three months ended March 31, 2025, primarily due to a $0.4 million rise in professional expenses related to being a publicly traded company [164]. - Minimal research and development expenses were incurred for the three months ended March 31, 2025, and 2024, recorded under general and administrative expenses [180]. Cash and Liquidity - The company’s cash balance as of March 31, 2025, was $19,812, highlighting liquidity challenges [166]. - The cash at the end of the period for March 31, 2025, was $19,812, a decrease from $28,466 at the end of March 31, 2024 [169]. - The company’s cash at the beginning of the period for March 31, 2025, was $52,616, down from $196,907 at the beginning of March 31, 2024 [169]. Business Developments - The company completed a business combination with Feutune Light Acquisition Corporation on June 21, 2024, resulting in the issuance of 40 million shares of common stock and potential earn-out payments of up to 20 million shares based on revenue performance targets [144]. - The company plans to acquire approximately 30.8% of Electric Power Technology Limited through a share exchange agreement, which is subject to regulatory approvals and shareholder consent [148]. - The company has four EV models in phased development: Coupe, Sedan, City Car, and SUV, with no new models expected to be introduced until at least 2030 [153]. Financial Challenges - The company is facing significant uncertainties regarding its ability to continue as a going concern, including ongoing operating losses and a suspension of trading on Nasdaq since April 21, 2025 [166][168]. - The company is exploring new financing options and evaluating business restructuring to address financial uncertainties [167]. - The company is subject to loss contingencies, including legal proceedings, and records liabilities when unfavorable outcomes are probable [178]. Investment Activities - The company reported cash used in investing activities of $1,400 for the three months ended March 31, 2025, which was allocated to the purchase of short-term investments [171]. - Cash provided by financing activities for the three months ended March 31, 2025, was approximately $0.6 million, primarily from borrowings from the controlling shareholder and family members [173]. Financial Instruments - The company has not entered into any financial guarantees or derivative contracts that would affect its financial obligations [179].

Core Insights - Thunder Power Holdings, Inc. announced its financial results for the full fiscal year 2024, highlighting key developments aimed at enhancing its market position and driving future growth [1] - The company is transitioning its listing from the Nasdaq Global Market to the Nasdaq Capital Market, effective March 28, 2025, which is expected to provide more financial flexibility [6][8] Financial Performance - Revenues for the fiscal year 2024 were nil, consistent with the same period in 2023 [12] - Operating expenses increased to approximately $2.4 million from $1.8 million in the prior year, primarily due to higher general and administrative expenses and share-based compensation [12] - The net loss for 2024 was approximately $2.4 million, compared to a net loss of $1.8 million for 2023 [12][15] Strategic Developments - Thunder Power executed an Amendment Agreement with shareholders of Electric Power Technology Limited, expecting to issue approximately 37.6 million shares for about 31.6 million ordinary shares in TW Company, pending shareholder and regulatory approvals [2] - The acquisition of Electric Power Technology is anticipated to diversify Thunder Power's revenue streams and enhance its position as a green energy solution provider [5][9] Market Position and Future Outlook - Taiwan is designated as the launch market for Thunder Power's first electric vehicle, with a focus on combining electricity generation and mobility for commercial benefits [4] - The Taiwanese government aims for 15% of electricity to come from renewable sources by 2025, with solar expected to grow to 35% of total installed generation capacity by 2035 [3] - The company plans to capitalize on strategic opportunities within the green energy market and pursue additional targets in the clean energy landscape throughout 2025 and beyond [9]

Revenue Generation - The company has not generated revenue from the sale of electric vehicles (EVs) and expects to do so in the future through sales of its EV models, technology licensing, and research and development services [336]. - The sales/revenue condition for the year ended December 31, 2024 was not met, and the performance condition for the year ending December 31, 2025 could not be reasonably assessed [360]. - The Earnout Shares include 5,000,000 shares contingent on achieving sales/revenues of no less than $42.2 million for fiscal years ending from December 31, 2023 to December 31, 2025 [358]. - An additional 15,000,000 Earnout Shares are contingent on achieving sales/revenues of no less than $415 million for fiscal years ending from December 31, 2023 to December 31, 2026 [358]. Financial Performance - The net loss for the years ended December 31, 2024, and 2023 was approximately $2.5 million and $1.8 million, respectively [344]. - As of December 31, 2024, the accumulated loss amounted to approximately $36.9 million, compared to $34.4 million in 2023 [347]. - The company had a negative working capital of $6.6 million as of December 31, 2024, down from approximately $0.7 million in 2023 [347]. - Net cash used in operating activities was approximately $1.2 million in 2024, compared to $0.7 million in 2023 [347]. - For the year ended December 31, 2024, net cash used in operating activities was approximately $1.2 million, primarily due to a net loss of approximately $2.5 million [351]. - For the year ended December 31, 2023, net cash used in operating activities was approximately $0.7 million, primarily due to a net loss of approximately $1.8 million [352]. Expenses - General and administrative expenses increased to approximately $2.5 million in 2024 from $1.8 million in 2023, primarily due to a rise in professional expenses and share-based compensation [343]. - The company expects to incur significant expenses related to developing and marketing its vehicles, which could exceed current estimates [333]. - Minimal research and development expenses were incurred for the years ended December 31, 2024 and 2023, recorded in general and administrative expenses [363]. Cash Flow - Cash provided by investing activities for the year ended December 31, 2024 was approximately $0.9 million, resulting from a reverse acquisition closed in June 2024 [353]. - Cash provided by financing activities for the year ended December 31, 2024 was approximately $0.2 million, primarily from subscription fees of $0.4 million and borrowings of approximately $1.0 million [355]. Corporate Actions - The company entered into a Share Exchange Agreement to acquire approximately 30.8% of Electric Power Technology Limited, subject to regulatory approvals [328]. - Following the business combination with Feutune Light Acquisition Corporation, the company began trading on Nasdaq under the symbol "AIEV" on June 24, 2024 [326]. - The company is actively seeking private equity financing to support its ongoing capital expenditure and working capital needs [349]. Accounting and Financial Reporting - The company has not entered into any financial guarantees or derivative contracts that are not reflected in the consolidated financial statements [362]. - The company does not have critical accounting estimates that are related to it, with relevant accounting policies included in the notes to the consolidated financial statements [366].

Revenue Generation - The company has not generated any revenue from EV sales as of September 30, 2024, and expects to generate revenue from the sale of EV models, technology licensing, and R&D services [160]. - The sales/revenue condition for the Earnout Shares was not met for the nine months ended September 30, 2024, indicating challenges in revenue generation [186]. Financial Performance - The net loss for the three months ended September 30, 2024, was approximately $0.9 million, compared to a net loss of $0.6 million for the same period in 2023 [168]. - The net loss for the nine months ended September 30, 2024, was approximately $2.5 million, compared to a net loss of $1.6 million for the same period in 2023 [172]. - Accumulated losses amounted to approximately $36.9 million and $34.4 million as of September 30, 2024, and December 31, 2023, respectively [174]. Expenses - General and administrative expenses for the three months ended September 30, 2024, were approximately $0.9 million, an increase from $0.6 million in the same period of 2023, primarily due to higher professional expenses [167]. - For the nine months ended September 30, 2024, general and administrative expenses were approximately $2.5 million, up from $1.6 million in 2023, driven by increased professional and share-based compensation expenses [171]. - The company incurred minimal research and development expenses for the three and nine months ended September 30, 2024, and 2023 [190]. Cash Flow and Financing - As of September 30, 2024, the company had cash of $33,636, primarily financed through loans from related parties and equity financing [173]. - Net cash used in operating activities for the nine months ended September 30, 2024, was approximately $0.9 million, compared to $0.6 million for the same period in 2023 [177][178]. - Cash provided by investing activities for the nine months ended September 30, 2024, was approximately $0.9 million, resulting from a reverse acquisition [179]. - Cash used in financing activities for the nine months ended September 30, 2024, was approximately $0.2 million, primarily due to subscription fees and borrowings [180]. - The company has a working capital of approximately $(6.6) million as of September 30, 2024, compared to $0.7 million as of December 31, 2023 [174]. - The company is actively seeking private equity financing from outside investors to support ongoing capital expenditures and working capital needs [176]. - The principal shareholder has committed to continue providing funds for working capital needs whenever necessary [175]. Business Operations - The company completed a business combination on June 21, 2024, acquiring all outstanding securities of TP Holdings in exchange for 40 million shares of common stock and potential earnout payments of up to 20 million shares [146][147]. - Following the business combination, the company's common stock began trading on the Nasdaq under the symbol "AIEV" on June 24, 2024 [149]. - The company is focused on developing four EV models: Coupe, Sedan, City Car, and SUV, with plans to leverage a modular integration concept to reduce costs and production time [144][145]. - The company anticipates significant capital requirements for operations, including expenses related to vehicle development, manufacturing, and general administrative costs [157]. Legal and Contingencies - The company is subject to loss contingencies, including legal proceedings and claims, which may impact financial results [187].

Core Viewpoint - Thunder Power Holdings, Inc. reported its unaudited financial results for the third quarter of 2024, indicating no revenue and a net loss of approximately $0.9 million, which reflects an increase in operating expenses compared to the same period in 2023 [3][4]. Financial Performance - Revenues for the third quarter of 2024 were nil, consistent with the same period in 2023 [3]. - Operating expenses were approximately $0.9 million, up from $0.6 million in the prior year, primarily due to increased professional and insurance expenses [3]. - The net loss for the third quarter was approximately $0.9 million, compared to a net loss of $0.6 million for the same period in 2023 [3]. Balance Sheet Overview - As of September 30, 2024, total assets were approximately $13.5 million, a significant increase from $1.3 million as of December 31, 2023 [7][8]. - Current assets included cash of $33,636, down from $196,907 at the end of 2023 [2][7]. - Total liabilities were approximately $6.9 million, compared to $756,289 at the end of 2023 [7]. Shareholders' Equity - Total shareholders' equity as of September 30, 2024, was approximately $6.6 million, up from $501,303 at the end of 2023 [8][10]. - The company issued 50,716,094 shares as of September 30, 2024, compared to 37,488,807 shares at the end of 2023 [8][10]. Strategic Outlook - The founder of Thunder Power emphasized the company's mission to create stylish and innovative premium electric vehicles (EVs) aimed at capturing market share in the growing EV sector [4][5]. - The company aims to leverage proprietary technologies and modular designs to produce eco-friendly EVs that prioritize quality, comfort, and performance [4].

Financial Performance - The net loss for the three months ended June 30, 2024, was approximately $1.3 million, compared to a net loss of $0.7 million for the same period in 2023[161]. - The net loss for the six months ended June 30, 2024, was approximately $1.6 million, compared to a net loss of $0.9 million for the same period in 2023[164]. - The company has incurred accumulated losses of approximately $36.0 million as of June 30, 2024, compared to $34.4 million as of December 31, 2023[166]. - Net cash used in operating activities for the six months ended June 30, 2024, was approximately $0.5 million, an increase from $0.4 million for the same period in 2023[170][171]. Expenses - General and administrative expenses for the three months ended June 30, 2024, were approximately $1.3 million, an increase from $0.7 million in the same period of 2023, primarily due to share-based compensation expenses[160]. - For the six months ended June 30, 2024, general and administrative expenses were approximately $1.6 million, up from $0.9 million in the same period of 2023[163]. - The company anticipates an increase in general and administrative expenses as it launches production lines for its EVs[155]. - Minimal research and development expenses were incurred for the three and six months ended June 30, 2024, and 2023, recorded under general and administrative expenses[182]. Cash and Financing - As of June 30, 2024, the company's cash was approximately $0.9 million, primarily financed through loans and equity financing[165]. - Cash provided by financing activities for the six months ended June 30, 2024, was approximately $0.3 million, a decrease from $1.2 million in the same period of 2023[173]. - The company's working capital was approximately $(5.8) million as of June 30, 2024, down from $0.7 million as of December 31, 2023[166]. - The company is actively seeking private equity financing from outside investors to support its business plan and growth[168]. Business Development - The company completed a business combination on June 21, 2024, acquiring TP Holdings and changing its name to Thunder Power Holdings, Inc.[141]. - Following the business combination, the company issued 40 million shares of common stock and may issue up to an additional 20 million shares based on revenue performance targets through December 31, 2026[142]. - The company has committed to providing 20,000,000 shares of common stock as Earnout Shares, contingent on achieving specific revenue targets[174]. - The revenue condition for the first tranche of Earnout Shares requires sales of no less than $42.2 million for fiscal years ending from December 31, 2023, to December 31, 2025[175]. Product Development - The company has not generated any revenue from the sale of electric vehicles (EVs) as of June 30, 2024[153]. - The company has a phased development strategy featuring four EV models: Coupe, Sedan, City Car, and SUV, with no new models expected until at least 2030[149]. - The company is dependent on management's ability to execute its business plan to improve liquidity and generate positive cash flows[167].

Financial Performance - The net loss for the three months ended March 31, 2024, was $18,535 compared to a net income of $611,090 for the same period in 2023, indicating a significant decline in profitability[13]. - The basic and diluted net loss per share attributable to Feutune Light Acquisition Corporation was $(0.10) for Q1 2024 compared to $(0.09) for Q1 2023[13]. - Interest earned on investments held in the Trust Account decreased from $1,092,899 in Q1 2023 to $700,936 in Q1 2024, a decrease of approximately 35.9%[13]. - Interest income for the three months ended March 31, 2024, amounted to $700,936, compared to $1,092,899 for the same period in 2023, indicating a decrease of approximately 36%[63]. - The Company incurred an income tax provision of $205,782 for the three months ended March 31, 2024, down from $320,609 for the same period in 2023, representing a decrease of approximately 36%[143]. Assets and Liabilities - Total current assets decreased from $64,056,000 as of December 31, 2023, to $43,122,000 as of March 31, 2024, a decline of approximately 32.7%[11]. - Current liabilities increased significantly from $2,834,393 to $30,077,450, representing an increase of approximately 960.5%[11]. - The accumulated deficit increased from $6,119,758 as of December 31, 2023, to $7,163,065 as of March 31, 2024, reflecting a deterioration of approximately 17.1%[12]. - The total liabilities increased from $6,255,643 as of December 31, 2023, to $33,948,700 as of March 31, 2024, an increase of approximately 442.5%[11]. - As of March 31, 2024, the Company had cash of $35,622 and a working capital deficit of $30,034,328[47]. Trust Account and Financing - Following the IPO, $99,216,250 was held in a Trust Account, invested in U.S. government treasury bills and money market funds[26]. - The Trust Account held $55,000,441 in assets as of March 31, 2024, primarily in money market funds invested in short-term U.S. Treasury securities[62]. - The Company intends to use funds in the Trust Account primarily for completing a Business Combination and financing operations of target businesses[174]. - The Sponsor has agreed to be liable if claims reduce the Trust Account funds below $10.15 per Public Share[45]. - The Company may need to obtain additional financing to complete its Business Combination or due to potential redemptions of public shares, which raises concerns about liquidity[51]. Business Combination and Operations - The company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[20]. - The Company has until December 21, 2024, to complete its initial Business Combination, with the option to extend the deadline up to nine additional months[42]. - The Company entered into a Merger Agreement with Thunder Power Holdings Limited on October 26, 2023, to merge with its wholly owned subsidiary[32]. - The company has extended the deadline for completing its initial Business Combination to May 21, 2024, with the possibility of further extensions until December 21, 2024[161]. - The company has not generated any operating revenues to date, with activities limited to organizational tasks and the search for a target for the initial Business Combination[169]. Stock and Shareholder Information - Common stock subject to possible redemption is presented at a redemption value of $11.02 per share as temporary equity as of March 31, 2024[71]. - As of March 31, 2024, the common stock subject to possible redemption amounted to $28,707,598, a decrease from $54,003,501 as of December 31, 2023, reflecting a redemption of $76,285,139 during the period[98]. - A total of 2,378,699 shares of Class A common stock were redeemed during the approval of the Second Amendment, leaving 2,604,794 shares of Class A and 2,443,750 shares of Class B outstanding[161]. - The Company has 2,604,794 shares of Class A common stock subject to possible redemption, with a redemption value presented as temporary equity totaling $50,225,065 paid to redeeming stockholders[72]. IPO and Related Costs - The Company completed its IPO on June 21, 2022, raising gross proceeds of $97,750,000 from the sale of 9,775,000 Public Units at an offering price of $10.00 per Unit[21]. - Transaction costs for the IPO amounted to $5,966,117, including $5,376,250 in underwriting fees[24]. - The gross proceeds from the IPO were $97,750,000, with offering costs totaling $5,824,123[98]. - The Company issued 60,000 Representative Shares to US Tiger, which are identical to Public Shares but subject to transfer restrictions until the initial Business Combination is completed[108]. Management and Compliance - The Chief Financial Officer, Yuanmei Ma, has certified the financial reports in compliance with the Sarbanes-Oxley Act of 2002[205]. - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity concerns[179]. - The Company has established a full valuation allowance for deferred tax assets due to significant uncertainty regarding future realization[145].