Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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.

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 potential 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").

Following the consummation of the Business Combination, the combined Company's common stock began trading on the Nasdaq Global Market under the symbol "AIEV" on June 24, 2024. Effective July 31, 2025, Nasdaq delisted the Company's securities. As of the date of this report, the Company's Common Stock is traded on OTCQB Venture Market under the symbol "AIEV".

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 Company Shareholders have agreed to execute an amendment to the Share Exchange Agreement (the "First Amendment", together with the Agreement, the "Amended Agreement"), amending, among other things, the share exchange ratio as 119 shares of the Company's common stock for every 100 ordinary shares of TW Company. Pursuant to the Amended Agreement, a portion of the TW Company Shareholders are expected to exchange a total of 26,783,838 ordinary shares in TW Company for an aggregate of 31,832,768 shares of newly issued Common Stock of the Company in weeks, with the remaining total of 1,715,000 shares of the TW Company to be transferred to the Company for 2,038,621 shares in a few months. Upon completion of the transaction, the Company is expected to hold approximately 33.71% of TW Company's total issued and outstanding shares. On June 26, 2025, the Company held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the shareholders voted to approve, among others, the share exchanges.

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 this report.

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 at 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.

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 financial statements and notes to our financial statements.

Revenues

We have not generated revenue from the sale of EVs. We expect to generate revenue from the sale of our EV models, the sale and/or licensing of our technologies, and from research and development services.

Cost of revenues

Although we have no revenue, we have incurred costs associated with trying to generate revenue such as general and administrative expenses, liquidity and financing expenses and other operating activities as further described below.

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 with our launch of production lines of our EV cars. Additionally, we expect to incur higher costs related to professional and consulting expenses associated with being a publicly traded company.

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.

Our operating subsidiary Thunder Power New Electric Vehicles (TPNEV) are under the current and applicable laws of BVI and is not subject to tax on income or capital gains.

TP HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong.

TP TW is incorporated in Taiwan and is subject to Taiwan corporate income tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Taiwan tax laws. The applicable tax rate for the first TW$120,000 of assessable profits is exempt from tax and assessable profits above TWD$120,000 (approximately $3,900) will be subject to the rate of 20% for resident companies in Taiwan.

Result of operations

The following table sets forth a summary of our results of operations for the year ended December 31, 2025 and 2024. This information should be read together with our 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 the Years Ended December 31,
		2025				2024
Revenues		$	-			$	-
Operating expenses
General and administrative expenses			(1,917,739	)			(2,502,190	)
Total operating expenses			(1,917,739	)			(2,502,190	)
Other income (expenses)
Other expenses, net			(824	)			-
Interest (expenses) income			(200,946	)			51
Foreign currency exchange income (loss)			92				(212	)
Total other expenses, net			(201,678	)			(161	)
Loss before income taxes			(2,119,417	)			(2,502,351	)
Income tax expenses			-				-
Net loss		$	(2,119,417	)		$	(2,502,351	)

General and administrative expenses. For the years ended December 31, 2025 and 2024, our general and administrative expenses were approximately $1.7 million and $2.5 million, respectively. The decrease in general and administrative expenses was primarily because we incurred share-based compensation expenses of approximately $1.0 million upon closing of the Business Combination in June 2024 as we issued 900,000 shares of Common Stock to three FLFV's independent directors and transferred 429,350 shares of Common Stock from Sponsor to FLFV's officers, directors, secretary and their designees, partially offset by an increase of approximately $0.3 million in provision for credit losses against other current assets.

Net loss. As a result of the foregoing, we incurred a net loss of approximately $2.2 million and $2.5 million for the year ended December 31, 2025 and 2024.

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 December 31, 2025, the Company had cash of $10,093 and has incurred recurring losses from operations since inception. The Company reported a net loss of approximately $2.1 million for the year ended December 31, 2025 and has an accumulated deficit of approximately $39.1 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company faces several significant uncertainties, including:

●

Operating losses and liquidity constraints - The Company has not generated sufficient revenues to support its operations and has limited cash resources to meet its obligations.

●

Prepaid Forward Contract - The Company has recorded a prepaid balance related to a forward purchase agreement as a current asset. The realization of this balance is dependent on the counterparty's sale of the Company's shares and is subject to significant uncertainty, including market conditions and the Company's listing status. The arrangement is not expected to generate near-term cash inflows and may not be readily realizable in cash. Accordingly, this balance does not provide immediate liquidity to support the Company's operations.

●

Nasdaq delisting - The Company's common stock was suspended from trading on the Nasdaq Stock Market on April 21, 2025 and subsequently delisted 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.

Cash Flows

The following table sets forth a summary of our cash flows for the periods presented:

		For the Years Ended December 31,
		2025				2024
Net cash used in operating activities		$	(1,514,036	)		$	(1,227,253	)
Net cash (used in) provided by investing activities			(1,400	)			929,302
Net cash provided by financing activities			1,473,264				153,660
Effect of exchange rates on cash			(351	)			-
Net decrease in cash			(42,523	)			(144,291	)
Cash at beginning of year			52,616				196,907
Cash at end of year		$	10,093			$	52,616

Operating Activities

Net cash used in operating activities for the year ended December 31, 2025 was approximately $1.5 million, primarily attributable to net loss of approximately $2.1 million, adjusted for non-cash item of provision for credit losses of approximately $0.3 million against other current assets, and changes in operating assets and liabilities, including an increase of approximately $0.2 million in due to related parties and a decrease of approximately $0.4 million in other payable and accrued expenses.

Net cash used in operating activities for the years ended December 31, 2024 was approximately $1.2 million, primarily attributable to net loss of approximately $2.5 million, adjusted for non-cash share-based compensation expenses of approximately $1.0 million, an increase of approximately $0.1 million in due to related parties, and an increase of $0.1 million in accrued expenses and other current liabilities incurred for professional consulting expenses since the closing of the Business Combination.

Investing activities

For the year ended December 31, 2025, we reported cash used in investing activities of approximately $1,400, which was from purchase of short-term investments of approximately $1,400.

For the year ended December 31, 2024, we reported cash provided by investing activities of approximately $0.9 million, which was from the reverse acquisition we closed with FLFV in June 2024.

Financing Activities

For the year ended December 31, 2025, we reported cash provided by financing activities of approximately $1.5 million, which were primarily provided by borrowings of approximately $1.5 million from our controlling shareholder and his family member.

For the year ended December 31, 2024, we reported cash provided by financing activities of approximately $0.2 million, which were primarily provided by subscription fees of $0.4 million from shareholders in the private placements raised by TP Holdings, borrowings of approximately $1.0 million from our controlling shareholder, and proceeds of approximately $0.2 million from investors pursuant to Forward Purchase Agreement, partially offset by payment of offering cost of approximately $1.0 million and payment of approximately $0.4 million of extension loans on behalf of the Sponsor.

Commitment and Contingencies

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.

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 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 years ended December 31, 2025 and 2024. The researched and development expenses were recorded in "general and administrative expenses" in the 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.

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 year ended December 31, 2025, 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 December 31, 2025, 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 December 31, 2025, we did not provide allowance against prepaid expenses for Forward Purchase Contract.

(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 December 31, 2025, 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 consolidated financial statements. A list of recently issued accounting pronouncements that are relevant to us is included in the notes to our consolidated financial statements included elsewhere in this report (see "Note 2 - Summary of Significant Accounting Policies").