AIEV DEF 14A Report ended June 9, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Thunder Power Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Thunder Power Holdings, Inc.

Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road

Kwun Tong, Kowloon, Hong Kong

Telephone: +852 68975591

Dear Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Thunder Power Holdings, Inc. (the “Company”) to be held virtually on June 26, 2025, at 9:00 p.m. Local Time (June 26, 2025 at 9:00 a.m. Eastern Time) at the following website: www.virtualshareholdermeeting.com/AIEV2025 for the following purposes:

The Company will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Stockholders of record at the close of business on June 6, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Details of the business to be conducted at the Annual Meeting are given in the accompanying Notice of Virtual Annual Meeting and proxy statement. The proxy statement is first being sent to the Company’s stockholders on or about June 10, 2025. Your vote is very important to us.

The Board of Directors, including all of the independent directors, recommends that you vote:

Proposal 1 : FOR the election of the five director nominees under Proposal 1;

Proposal 2 : FOR the ratification of the appointment of Assentsure PAC, as the independent registered public accounting firm under Proposal 2;

Proposal 3 : FOR the reverse stock split under Proposal 3; and

Proposal 4 : FOR the issuance of Common Stock under Proposal 4.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 26, 2025.

The accompanying proxy statement is also available at https://aiev.ai/.

Thunder Power Holdings, Inc.

Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road

Kwun Tong, Kowloon, Hong Kong

Telephone: +852 68975591

NOTICE OF VIRTUAL 2025 ANNUAL MEETING OF STOCKHOLDERS

Online Meeting Only - No Physical Meeting Location

To be Held on June 26, 2025

Dear Stockholders:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Thunder Power Holdings, Inc., a Delaware corporation (the “Company”), will be conducted online on June 26, 2025, at 9:00 p.m. Local Time (June 26, 2025 at 9:00 a.m. Eastern Time), at the following website: www.virtualshareholdermeeting.com/AIEV2025.

A proxy statement is attached to this Notice that describes the matters to be voted upon at the Annual Meeting or any adjournment(s) or postponement(s) thereof.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

You have the right to receive notice of, and to vote at, the Annual Meeting if you were a stockholder of record at the close of business on June 6, 2025. The Company is furnishing a proxy statement and proxy card to its stockholders by mailing printed copies of those materials to each of its stockholders. A proxy statement is attached to this Notice that describes the matter to be voted upon at the Annual Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may vote your proxy via the Internet, by telephone or by signing, dating and returning the enclosed proxy car.

Whether or not you plan to participate in the Annual Meeting, we encourage you to vote your shares by following the instructions on the enclosed proxy card. Please note, however, that if you wish to vote during the Annual Meeting and your shares are held of record by a broker, bank, trustee or nominee, you must obtain a “legal” proxy issued in your name from that record holder.

We are not aware of any other business, or any other nominees for election as director of the Company, that may properly be brought before the Annual Meeting.

Thank you for your continued support of the Company.

June 9, 2025

To ensure proper representation at the Annual Meeting, please follow the instructions on the enclosed proxy card to vote your shares via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card. Even if you vote your shares prior to the Annual Meeting, you still may participate in the Annual Meeting.

Thunder Power Holdings, Inc.

Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road

Kwun Tong, Kowloon, Hong Kong

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

General

We are furnishing you this proxy statement in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Thunder Power Holdings, Inc. (the “Company,” “we,” “us,” or “our”) for use at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

This proxy statement is first being mailed to the Company’s stockholders on or about June 10, 2025. This proxy statement summarizes the information regarding the matter to be voted upon at the Annual Meeting, and is being solicited by the Company’s Board of Directors (the “Board”). You should read this Proxy Statement carefully before voting at the Annual Meeting. For more complete information regarding our 2024 performance, you are encouraged to review our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”).

Annual Meeting Information

The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The Annual Meeting will be held on June 26, 2025 at 9:00 p.m. Local Time (June 26, 2025 at 9:00 a.m. Eastern Time). To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/AIEV2025 and enter the 16-digit control number included on the enclosed proxy card or in the instructions that accompanied your proxy materials. Online check-in will begin on June 26, 2025 at 8:45 p.m. Local Time (June 26, 2025 at 8:45 a.m. Eastern Time). Please allow time for online check-in procedures.

You are entitled to participate in the Annual Meeting only if you are a stockholder of the Company as of the close of business on the record date for the Annual Meeting, which is June 6, 2025 (the “Record Date”), or you hold a valid proxy for the Annual Meeting.

Availability of Proxy and Annual Meeting Materials

In connection with our Annual Meeting, we have elected to use the full set delivery option. Accordingly, you will receive all proxy materials by mail. These proxy materials include the Notice Card, this Proxy Statement, proxy card and the 2024 Form 10-K.

On or about June 10, 2025, this Proxy Statement, an accompanying proxy card, the Notice Card and the 2024 Form 10-K will be mailed to stockholders and will be made available to stockholders on our Investor Relations website at https://aiev.ai/. Our website is not part of this Proxy Statement; references to our website address in this Proxy Statement are intended to be inactive textual references only.

Purpose of Annual Meeting

In addition to transacting such other business as may properly come before the Annual Meeting and any adjournments or postponements, at the Annual Meeting, the Company’s stockholders will be asked to vote on the following proposals:

Voting Information

General

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.

Voting Securities

You may cast one vote for each share of the Company’s common stock that you owned as of the Record Date. Each share of the Company’s common stock has equal voting rights with all other shares of the Company’s common stock, which is the only class of voting securities outstanding of the Company. As of June 6, 2025, the Company had 70,724,664 shares of common stock outstanding, which includes 20,000,000 shares of common stock that may vest upon the achievement of certain earnout thresholds (the “Earn Out Shares”).

Quorum Required

For the Company to conduct business at the Annual Meeting, a quorum of the Company’s stockholders must be present at the Annual Meeting. The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the shares of the Company’s common stock outstanding on the Record Date will constitute a quorum. Abstentions will be treated as shares present for quorum purposes. Shares for which brokers have not received voting instructions from the beneficial owner of the shares and do not have discretionary authority to vote on certain proposals (which are considered “broker non-votes” with respect to such proposals) will not be treated as shares present for quorum purposes.

The Chairman of the Company shall have the power to adjourn the Annual Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the Annual Meeting.

Submitting Voting Instructions for Shares Held Through a Broker, Bank, Trustee or Nominee

If you hold shares of the Company’s common stock through a broker, bank, trustee or nominee, you must direct your intermediary regarding how you would like your shares voted by following the voting instructions you receive from your broker, bank, trustee or nominee. If you hold shares of the Company’s common stock through a broker, bank, trustee or nominee and want to participate in the Annual Meeting, you must follow the instructions you receive from your broker, bank, trustee or nominee. Please instruct your broker, bank, trustee or nominee regarding how you would like your shares voted so your vote can be counted.

Discretionary Voting

Brokers, banks, trustees and nominees have discretionary authority to vote on “routine” matters, but not on “non-routine” matters. The “routine” matters being considered at this Annual Meeting include Proposal 2 (the ratification of the appointment of the Company’s independent registered public accounting firm) and Proposal 3 (the reverse stock split), and the “non-routine” matters being considered at this Annual Meeting include Proposal 1 (the election of directors) and Proposal 4 (the issuance of Common Stock). If you hold your shares in street name (or “nominee name”) and do not provide your broker, bank, trustee or nominee who holds such shares of record with specific instructions regarding how to vote, your broker may not be permitted to vote your shares such “non-routine” proposals.

Please note that to be sure your vote is counted on the proposals, you should instruct your broker, bank, trustee or nominee how to vote your shares. If you do not provide voting instructions, votes may not be cast on your behalf with respect to such proposals.

Authorizing a Proxy for Shares Held in Your Name

If you are a record holder of shares of the Company’s common stock, you may authorize a proxy to vote on your behalf by following the instructions provided on the enclosed proxy card or in the instructions that accompanied your proxy materials. Authorizing your proxy will not limit your right to participate in the Annual Meeting and vote your shares online. A properly completed and submitted proxy will be voted in accordance with your instructions unless you subsequently revoke your instructions. If you authorize a proxy without indicating your voting instructions, the proxyholder will vote your shares according to the Board’s recommendations. Internet and telephone voting procedures are designed to authenticate the stockholder’s identity and to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

Receipt of Multiple Proxy Cards

Some of the Company’s stockholders hold their shares in more than one account and may receive a separate Notice of Virtual Annual Meeting for each of those accounts. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote by following the instructions in each Notice of Virtual Annual Meeting you receive.

Revoking Your Proxy

If you are a stockholder of record of the Company, you can revoke your proxy at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the Annual Meeting to Thunder Power Holdings, Inc., Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong, Attention: Management; (ii) submitting a later-dated proxy that we receive before the conclusion of voting at the Annual Meeting; or (iii) participating in the Annual Meeting and voting online. If you hold shares of the Company’s common stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the Annual Meeting does not revoke your proxy unless you also vote online at the Annual Meeting.

Votes Required

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.

Information Regarding This Solicitation

The Company will bear the expenses of the solicitation of proxies. In addition to mail and e-mail, proxies may be solicited personally, via the Internet or by telephone or facsimile, by regular employees of the Company and its affiliates and/or a paid solicitor. No additional compensation will be paid to such regular employees for such services. The Company intends to use the services of Broadridge Investor Communication Services Inc. (the “Proxy Agent”) to aid in the distribution and collection of proxies. The Proxy Agent could contact you by telephone on behalf of the Company and urge you to vote. The Proxy Agent will not attempt to influence how you vote your shares, but will only ask that you take the time to cast a vote. The Company will reimburse brokers and other persons holding the Company’s common stock in their names, or in the names of nominees, for their expenses for forwarding proxy materials to principals and beneficial owners and obtaining their proxies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 6, 2025, the beneficial ownership information of each current director, including each nominee for director, of the Company, as well as the Company’s executive officers, and the executive officers and directors as a group. There is no person known to the Company to beneficially own 5% or more of the outstanding shares of the Company’s common stock. Percentage of beneficial ownership is based on 70,724,664 shares of the Company’s common stock outstanding as of June 6, 2025.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of the shares of the Company’s common stock is based upon filings by such persons with the SEC and other information obtained from such persons, if available.

The beneficial ownership percentages set forth in the table below are based on 70,724,664 shares of Common Stock issued and outstanding as of June 6, 2025, which includes the Earn Out Shares held by Continental Stock Transfer & Trust Company and do not take into account the issuance of any shares of Common Stock upon the exercise of Public Warrants or Sponsor Warrants. In computing the number of shares of Common Stock beneficially owned by a person, we deemed to be outstanding all shares of Common Stock subject to warrants and convertible notes held by the person that are currently exercisable or convertible or may be exercised or converted within 60 days of January 24, 2025. The Company did not deem these shares outstanding, however, for purpose of computing the percentage of ownership of any other person. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.

PROPOSAL 1 — ELECTION OF DIRECTORS

The business and affairs of the Company are managed under the oversight of the Board. The Board currently consists of five members, of whom four are not “interested persons” of the Company, as defined in Section 2(a)(19) of the Investment Company Act. The Board may modify the number of its members in accordance with the Company’s third amended and restated bylaws. Under both the Investment Company Act and applicable rules, a majority of the directors of the Board is independent.

Christopher Nicoll, Dr. Chen ChiWen, Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily have been nominated for re-election to the Board until their successors have been elected and qualified, or until their earlier death, resignation or removal.

The persons being nominated by the Board as directors are not being proposed for election pursuant to any agreement or understanding between such person and the Company.

Any stockholder of the Company can vote for or withhold authority on the director nominees. Votes to “withhold authority” and broker non-votes will not be included in determining the number of votes cast and, as a result, will have no effect on the election of the director nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy “FOR” the election of the nominee named above. If the nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person nominated by the Board as a replacement. The Board does not have any reason to believe that the director nominee named will be unable or unwilling to serve.

The Board recommends a vote “ FOR ” all the director nominees described in this proxy statement.

Director and Executive Officer Information

Directors

Information regarding the Company’s nominee for election as a director at the Annual Meeting and the Company’s continuing directors is set forth below. We have divided the directors into two groups — independent directors and interested directors. The interested director is an “interested person” of the Company, as defined in Section 2(a)(19) of the Investment Company Act.

Interested Director

Christopher Nicoll has been serving as our Chief Executive Officer and a member of the Board. Since 2021, Mr. Nicoll operated the Auto Advisory Board Ltd. as a business owner and a commercial automotive consultant, through which he takes on diverse automotive projects and interim roles including, without limitation, implementing commercial, financial and logistics processes for a start-up, supervised technical conversion, homologation and emissions testing, and advised a major European dealer group on its international product launch. Mr. Nicoll has previously served in the capacity of the managing and commercial director of AGT Europe between 2018 and 2020, where he launched the official EU import for Dodge cars, Ram trucks and MOPAR spare parts. Between 2015 and 2018, Mr. Nicoll was the head of marketing and business development at TPEV where he oversaw start-up EV projects such as, without limitation, R&D activities in Italy, and led cross-functional commercial and engineering teams. From 2010 through 2014, Mr. Nicoll held the positions of the head of global network development, head of APAC region, and head of EMEA region at Lotus Cars. Mr. Nicoll received a BA in Business Administration from Middlesex University in the UK and a Diplom Betriebswirt from the Reutlingen University in Germany.

Independent Directors

Dr. Chen ChiWen has been serving as an Independent Director and Chairman of the Board of Directors of the Company following his appointment by the Board of Directors on November 28, 2024. Dr. Chen currently serves as Assistant Professor in the Master of Global Entrepreneurial Management Program at Fu Jen Catholic University and CEO of the Taipei-Ningbo Exchange Foundation. He holds independent directorships at several publicly listed companies including Oceanic Beverages Co., Inc., Skardin Industrial Corp., Electric Power Technology Limited, and ACpay Co., Ltd. Dr. Chen holds a Ph.D. in Business Administration from Fu Jen Catholic University, a Ph.D. in Physical Education from National Taiwan Sport University, and is currently a Ph.D. candidate in Sustainable Energy Technology at National Taiwan University of Science and Technology.

Ferdinand Kaiser has been serving as an Independent Director of the Company following his appointment by the Board of Directors on November 28, 2024. Mr. Kaiser will serve as Chair of the Compensation Committee. Mr. Kaiser currently serves as COO Project Manager at SANLUCAR in Austria. From 2018 to 2020, he served as Manager Central EU EMEA at DODGE RAM AGT Europe AG, where he was responsible for automotive business management across the EU-27 region. From 2016 to 2018, he was Assistant Vice President of Procurement at Thunder Power Electric Vehicle Limited. Previously, he held several CEO positions within FIAT Group companies, including CEO & Country Manager for FIAT S.p.a Owned Dealer Europe EMEA and CEO & Brand Country Manager for JEEP & Lancia. Mr. Kaiser holds an Academic Diploma in Business Administration from the Vienna University of Economics and Business (Wirtschaftsuniversität Wien).

Mingchih Chen has been serving as an independent member of the Board since September 11, 2024. Ms. Chen is a highly accomplished professional with a strong background in industrial engineering and academia. With her extensive educational and professional experience, Ms. Chen has made significant contributions to various institutions. Ms. Chen pursued her education at Texas A&M University in the United States. She obtained her Doctoral degree in Industrial Engineering from Texas A&M University from January 1991 to December 1993. Prior to that, she completed her master’s degree in industrial engineering from September 1989 to December 1990. Ms. Chen also holds a bachelor’s degree in industrial engineering from Chung-Yuan Christian University in Taiwan, which she completed from September 1984 to June 1988. Throughout her career, Ms. Chen has held various academic positions and made significant contributions to the field of business administration and industrial engineering. From August 2021 to July 2023, she served as the Executive Director of the Artificial Intelligence Development Center at Fu Jen Catholic University. She also held the position of Director and Professor at Fu Jen Catholic University’s Graduate Institute of Business Administration in New Taipei City from August 2015 to July 2023. Ms. Chen has been a Professor at Fu Jen Catholic University’s Graduate Institute of Business Administration since February 2013. Prior to that, she served as an Associate Professor at the same institution from August 2010 to January 2013. Her academic career also includes positions as an Associate Professor at Chaoyang University of Technology’s Department of Industrial Engineering and Management in Wufeng, Taiwan, from August 1997 to July 2010, and as an Associate Professor at Ming-Chuan University’s Department of Business Management in Taipei, Taiwan, from August 1994 to July 1997. Ms. Chen’s professional experience extends beyond academia. She worked as an Industrial Engineer at Phillip Electronics Company in Chung-Li, Taiwan, from June 1988 to July 1989. In addition, she served as a Post-doctoral Research Associate under Dr. Way Kuo at Texas A&M University from January 1994 to July 1994. With her broad expertise in industrial engineering and business administration, Ms. Chen will bring valuable insights and strategic guidance to our Board. Her extensive academic and professional background ensures that the company benefits from her wealth of knowledge and experience.

Kevin Vassily serves as an independent member of the Board. Mr. Vassily has extensive working experience as a senior management team member serving private and public companies. Mr. Vassily has served as an independent director of FLFV since June 2022. Mr. Vassily is a director of the board of directors of Denali Capital Acquisition Corp. since April 2022, and a member of the board of directors of Aimfinity Investment Corp. I since March 2023, two SPACs listed on Nasdaq. In January 2021, he was appointed Chief Financial Officer, and in March 2021, became a member of the board of directors of iPower Inc. (Nasdaq: IPW), an online hydroponic equipment retailer and supplier. Prior to joining iPower, from 2019 to January 2021, Mr. Vassily served as Vice President of Market Development for Facteus, Inc., a financial analytics company focused on the Asset Management industry. From October 2018 through its acquisition in March 2020, Mr. Vassily served as an advisor at Go Capture (which was acquired by Deloitte China in 2020), where he was responsible for providing strategic, business development, and product development advisory services for the company’s emerging “Data as a Service” platform. Since February 2020, Mr. Vassily has served as a director of Zhongchao Inc. (Nasdaq: ZCMD), a provider of healthcare information, education and training services to healthcare professionals and the public in China. Since July 2018, Mr. Vassily has also served as an advisor at Prometheus Fund, a Shanghai-based merchant bank/private equity firm focused on the “green” economy. From April 2015 through May 2018, Mr. Vassily served as an associate director of research at Keybanc Capital Markets Inc. From June 2010 to April 2015, he served as the director of research at Pacific Epoch, LLC (a wholly-owned subsidiary of Pacific Crest Securities LLC). From May 2007 to May 2010, he served as the Asia Technology business development representative and as a senior analyst at Pacific Crest Securities. From July 2003 to September 2006, he served as senior research analyst in the semiconductor technology group at Susquehanna International Group, LLP. From September 2001 to June 2003, Mr. Vassily served as the vice president and senior research analyst for semiconductor capital equipment at Thomas Weisel Partners Group, Inc. Mr. Vassily began his career on Wall Street in August 1998, as a research associate covering the semiconductor industry at Lehman Brothers. He holds a B.A. in liberal arts from Denison University and an M.B.A. from the Tuck School of Business at Dartmouth College.

Executive Officers

The following persons serve in the following capacities for the Company:

Christopher Nicoll serves as our Chief Executive Officer and a member of the Board. For a brief biography of Mr. Nicoll, please see above under “ Directors .”

Pok Man Ho serves as our Interim Chief Financial Officer since September 16, 2024. Previously, Mr. Ho was part of Thunder Power since 2015, where he played a pivotal role in corporate finance, financial planning and analysis, human resources, and corporate governance. Over his tenure with Thunder Power he was instrumental in driving strategic decision-making, optimizing resource allocation, and ensuring regulatory compliance. Prior to that, Mr. Ho held regional roles in the insurance and luxury retail industries from 2012 to 2015. During this period, he leveraged his expertise in taxation and human resources cost analysis in Assicurazioni Generali S.p.A. and Gucci Group, respectively. This experience provided him with a comprehensive understanding of the financial and operational challenges faced by multinational corporations in different sectors. Prior to that, Mr. Ho began his career at KPMG in 2009, where he specialized in taxation. During the three-year tenure with KPMG, Mr. Ho gained valuable insight into tax regulations and frameworks, and developed a strong foundation in financial planning and compliance. Mr. Ho graduated from Monash University (Accounting and Finance) in Australia in 2008, and Mr. Ho is a Certified Public Accountant.

Corporate Governance

Role of Board in Risk Oversight

One of the key functions of the Board is the informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through the standing committees of the Board that address risks inherent in each committee’s respective area of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the audit committee has the responsibility of considering and discussing financial risk exposure and the steps management should take to monitor and control such exposure, including implementing guidelines and policies to govern the process by which risk assessment and management is undertaken.

Director Independence

The Board is expected to annually undertake a review of the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, the following members of the Board were determined by the Board not to have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of ChiWen Chen, Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily are considered to be “independent”.

In making these determinations, the Board has considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that the Board deems relevant in determining their independence, including the beneficial ownership of the Company’s capital stock by each non-employee director.

Board Committees

The standing committees of the Board consist of the Audit Committee, the Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and the responsibilities described below. Additionally, from time to time, special committees may be established under the direction of the Board, as and when the Board deems it necessary or advisable to address specific matters.

The Chief Executive Officer and other executive officers regularly report to the non-executive directors and each standing committee to ensure effective and efficient oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

The members of our audit committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily. Mr. Vassily is the Chair of the audit committee and an “audit committee financial expert,” as that term is defined under the SEC rules implementing Section 407 of SOX, and possesses financial sophistication. The Company’s audit committee has the following functions, among others:

The Company’s audit committee operates under a written charter, which satisfies the applicable rules of the SEC. The foregoing summary of the audit committee’s functions and responsibilities does not purport to be complete and is subject to the provisions of the audit committee’s charter, which is filed with the registration statement of which this prospectus forms a part, which should be read carefully and in its entirety.

Compensation Committee

The members of our compensation committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily. Ferdinand Kaiser serves as Chair of the compensation committee. The Company has adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the SEC. The foregoing summary of the compensation committee’s functions and responsibilities does not purport to be complete and is subject to the provisions of the compensation committee’s charter, which is filed with the registration statement of which this prospectus forms a part, which should be read carefully and in its entirety.

Nominating and Corporate Governance Committee

The members of the Company’s nominating and corporate governance committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily. Ms. Chen serves as Chair of the nominating and corporate governance committee. The Company has adopted a nominating and corporate governance committee charter, which details the purpose and responsibility of the nominating and corporate governance committee, including:

The nominating and corporate governance committee operates under a written charter, which satisfies the applicable rules. The foregoing summary of the nominating and corporate governance committee’s functions and responsibilities does not purport to be complete and is subject to the provisions of the nominating and corporate governance committee’s charter, which is filed with the registration statement of which this prospectus forms a part, which should be read carefully and in its entirety.

Code of Business Conduct

We have adopted a Code of Business Conduct that applies to the Company’s directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or, persons performing similar functions. The Code of Business Conduct is available on our website at www.aiev.ai/en .  We intend to disclose any amendments to or waivers of our Code of Business Conduct in a Current Report on Form 8-K. Information contained on our website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus.

Insider Trading Policy

Our board of directors has adopted an Insider Trading Policy which prohibits trading based on “material, nonpublic information” regarding our company or any company whose securities are listed for trading or quotation in the United States. The policy covers all officers and directors of the company and its subsidiaries, all other employees of the company and its subsidiaries, and consultants or contractors to the company or its subsidiaries who have or may have access to material non-public information and members of the immediate family or household of any such person.

The policy also prohibits our directors, officers and employees from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that hedge or offset (or are designed to hedge or offset) any decrease in the market value of our equity securities. All such transactions involving our equity securities, whether such securities were granted as compensation or are otherwise held, directly or indirectly, are prohibited.

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

Clawback Policy

Our board of directors has adopted a clawback policy, which provides that in the event we are required to prepare an accounting restatement due to noncompliance with any financial reporting requirements under the securities laws or otherwise erroneous data or we determine there has been a significant misconduct that causes financial or reputational harm, we shall recover a portion or all of any incentive compensation.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors, or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on the Board or compensation committee.

Board and Board Committee Meetings and Attendance

From the time our current Board was appointed on June 21, 2024 through the end of fiscal year 2024, our Board met 4 times, the Audit Committee met four times, and the Compensation Committee and the Nominating & Corporate Governance Committee each met once. In 2024, each of our incumbent directors then-serving attended at least 75% of the meetings of the Board and committees on which they served as a member.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. Also, on a regularly scheduled basis, but no less than once a year, the independent directors meet in a private session that excludes management and any non-independent directors. Each executive session of the independent directors is presided over by the Chairperson of the Board if the Chairperson qualifies as independent or, alternatively, by the Lead Director, if any, if the Chairperson does not qualify as independent, or a director designated by the independent directors.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding the attendance of our Board members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders.

Communications with the Board

Any stockholder or any other interested party who desires to communicate with our Board, our non-management directors or any specified individual director, may do so by directing such written correspondence to the attention of the Management at our address provided within this proxy.

Limitation on Liability and Indemnification of Directors and Officers

Our Charter contains certain provisions permitted under the DGCL related to the liability of directors and officers. These provisions eliminate the personal liability for monetary damages resulting from a breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL. Our Bylaws also provide that we may indemnify our directors and officers to the fullest extent permitted by the DGCL and also provide that we must pay expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Non-Employee Director Compensation

The Board reviews director compensation periodically to ensure that director compensation remains competitive such that the Company is able to recruit and retain qualified directors. The Company is in the process of developing a board of directors’ compensation program that is designed to align compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize, and reward directors who contribute to the long-term success of the Company.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2024, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

Executive Compensation

Summary Compensation Table

The following table summarizes the compensation awarded to, earned by, or paid to Thunder Power’s executive officers for the fiscal years ended December 31, 2024 and 2023.

Elements of Compensation

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

Base Salary

Base salaries are an annual fixed level of cash compensation to reflect each NEO’s performance, role and responsibilities, and retention considerations.

Performance-Based Bonus

To incentivize management to drive strong operating performance and reward achievement of our company’s business goals, our executive compensation program includes performance-based bonuses for NEOs. Our Compensation Committee has established annual target performance-based bonuses for each NEO during the first quarter of the fiscal year.

Equity Compensation

We may pay equity-based compensation to our NEOs in order to link our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby ensuring that such NEOs have a continuing stake in our long-term success.

General Benefits

Our NEOs are provided with other fringe benefits that we believe are commonly provided to similarly situated executives.

Employment Agreements

Prior to the Business Combination, Thunder Power did not enter into employment agreements with Messrs. Wellen Sham, Chiu Wai Jo or Pok Man Ho. Following the Business Combination, on September 24, 2024 and September 25, 2024, Thunder Power AI Subsidiary, Inc. (“TPAI”), Thunder Power’s Hong Kong branch, entered into certain employment agreements with Ho Pok Man and Christopher Nicoll, respectively.

Ho Agreement

Based on the employment agreement by and between TPAI and Ho Pok Man (the “Ho Agreement”), effective September 16, 2024, TPAI shall pay Mr. Ho a fixed monthly salary of US$8,000, payable in arrears on the sixth of each month (pro rated for the months if that period of service is less than one calendar month). In addition, TPAI also agreed to issue to Mr. Ho a total of 100,000 the Company’s Common Stock every year (in two instalments, one on January 1, the other on June 1) under the Company’s 2024 Omnibus Equity Incentive Plan. Mr. Ho may also be subject to certain discretionary bonus in form of either cash or options, or both, if the Company’s financial target is achieved.

Nicoll Agreement

Based on the employment agreement by and between TPAI and Christopher Nicoll (the “Nicoll Agreement”), effective July 1, 2024, TPAI shall pay Mr. Nicoll a fixed monthly salary of US$5,000 for the first 3 months of the employment and US$10,000 since then, payable in arrears on the sixth of each month (pro rated for the months if that period of service is less than one calendar month). In addition, TPAI also agreed to issue to Mr. Nicoll a total of 200,000 of the Company’s Common Stock every year, payable on the first day of each quarter, in four equal instalments, under the Company’s 2024 Omnibus Equity Incentive Plan. Mr. Nicoll may also be subject to certain discretionary bonus in form of either cash or options, or both, if the Company’s financial target is achieved.

Director Compensation

None of the non-employee directors received compensation during the fiscal years ended December 31, 2024 and 2023 for services rendered to the Company.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our Common Stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material non-public information, subject to compliance with the terms of our insider trading policy. The sale of any shares under such a plan will be subject to the Lock-Up Agreements, to the extent that the selling director or executive officer is a party thereto.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in the Jobs Act. As an emerging growth company, it is exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of its chief executive officer to the median of the annual total compensation of all of its employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

PROPOSAL 2 — RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2025 FISCAL YEAR

The Audit Committee appoints our independent registered public accounting firm. In this regard, the Audit Committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s capabilities relative to our business; and the firm’s knowledge of our operations. Upon consideration of these and other factors, the Audit Committee has appointed Assentsure PAC (“Assentsure”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of Assentsure is not required by our Bylaws or otherwise, we value the views of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. In the event that the appointment of Assentsure is not ratified by the stockholders, the Board and Audit Committee may reconsider its selection. Even if the appointment of Assentsure is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the best interests of the Company and its stockholders.

It is expected that a representative of Assentsure will participate in the Annual Meeting and will have an opportunity to make a statement if he or she chooses and will be available to answer questions.

MaloneBailey, LLP (“MaloneBailey”) served as our independent registered public accounting firm from April 25, 2023. At such time, we amicably terminated the engagement of MaloneBailey, and such termination was approved by our Board of Directors and Audit Committee. The report of MaloneBailey on our financial statements as of and for the fiscal year ended December 31, 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of providing a qualification as to our predecessor’s ability to continue as a going concern. Since its appointment and through the subsequent interim period ended August 1, 2024, there were no disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MaloneBailey, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report; and there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

On August 1, 2024, the Board approved the engagement of Assentsure as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements. Prior to Assentsure’s appointment, neither the Company nor anyone on the Company’s behalf consulted with Assentsure with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Assentsure concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable event (each as defined above).

Independent Auditor’s Fees

The following table sets forth the fees of Assenture, our independent registered public accounting firm, and our former independent registered public accounting firm, billed to the Company in each of the last two fiscal years.

Audit Fees

Audit fees consisted of fees for professional services provided in connection with the audit of our annual consolidated financial statements, the performance of interim reviews of our interim unaudited financial information, consents and review of documents filed with the Securities and Exchange Commission.

Audit-Related Fees

Audit-related fees consisted of fees related to audits or other agreed upon procedures that are not classified as audit fees.

Tax Fees

Tax fees consisted primarily of fees for tax compliance and tax advice, including the review and preparation of our various jurisdictions’ income tax returns.

Pre-Approval Policies and Procedures

The Audit Committee has the authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification). The Audit Committee is also responsible for the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent registered public accounting firm was engaged by, and reports directly to, the Audit Committee.

The Audit Committee pre-approves all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently approved prior to the completion of the audit. We have complied with the procedures set forth above, and the Audit Committee has otherwise complied with the provisions of its charter.

The Board recommends a vote “ FOR ” the proposal to ratify the appointment of Assentsure as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2025.

PROPOSAL 3 - AUTHORIZATION OF REVERSE STOCK SPLIT

General

The Board of Directors has approved, and recommends that stockholders approve, an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”) at a ratio to be determined by the Board of Directors within a range of not less than one-for-one (1-for-1) to a maximum of a one-for-one hundred (1-for-100), without further approval from the stockholders. If approved, the Reverse Stock Split may be effected at any time prior to the one-year anniversary of the stockholder approval of this proposal, with the exact timing and ratio to be determined in the sole discretion of the Board. The Board may also elect not to proceed with the Reverse Stock Split if it subsequently determines that such action is not in the best interests of the Company and its stockholders.

The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing of the amendment to our Certificate of Incorporation with the Secretary of State of Delaware, or at the later time set forth in the amendment. The timing of the amendment will be determined by the Board based on its evaluation as to when such action will be the most advantageous to our Company and our stockholders. In addition, the Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to abandon the amendment and the Reverse Stock Split if, at any time prior to the effectiveness of the filing of the amendment with the Secretary of State of Delaware, the Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed.

The proposed form of amendment to our certificate of incorporation to effect the Reverse Stock Split is attached as Appendix A to this Proxy Statement. Any amendment to our certificate of incorporation to effect the Reverse Stock Split will include the Reverse Stock Split ratio fixed by the Board, within the range approved by our stockholders.

Purpose of the Reverse Stock Split

The primary purpose of the proposed Reverse Stock Split is to maintain compliance with any listing and trading standards that the Company may be subject to.

In addition to aiding in compliance with listing standards, the Board believes that the Reverse Stock Split could also:

Risks and Considerations

We cannot assure you that the Reverse Stock Split will accomplish any of the above objectives for any meaningful period of time. While we expect that the reduction in the number of outstanding shares of Common Stock will increase the market price of our shares, we cannot assure you that the Reverse Stock Split will increase the market price of our Common Stock by a multiple equal to the number of pre-split shares, or result in any permanent increase in the market price of our Common Stock, which is dependent upon many factors, including our business and financial performance, general market conditions and prospects for future success. If the per share market price does not increase proportionately as a result of the Reverse Stock Split, then the value of our Company as measured by our stock capitalization will be reduced, perhaps significantly.

The number of shares held by each individual holder of Common Stock would be reduced if the Reverse Stock Split is implemented. This will increase the number of stockholders who hold less than a “round lot,” or 100 shares. Typically, the transaction costs to stockholders selling “odd lots” are higher on a per share basis. Consequently, the Reverse Stock Split could increase the transaction costs to existing holders of Common Stock in the event they wish to sell all or a portion of their position.

The Board is aware that reverse stock splits can have negative perceptions and may not always lead to long-term increases in stock price. In evaluating this proposal, the Board carefully considered potential adverse effects, including reduced liquidity from a smaller float and possible investor concern over the Company's financial health. However, after thorough evaluation, the Board believes that the benefits of maintaining compliance with listing requirements and positioning the Company for future growth outweigh these potential drawbacks.

Determination of the Ratio for the Reverse Stock Split

In determining the split ratio to use, the Board will consider numerous factors, including the historical and projected performance of our Common Stock and prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our Common Stock in the period following the effectiveness of the Reverse Stock Split. The Board will also consider the impact of the split ratios on investor interest. The purpose of selecting a range is to give the Board the flexibility to meet business needs as they arise, to take advantage of favourable opportunities and to respond to a changing corporate environment.

Principal Effects of the Reverse Stock Split

After the effective date of the proposed Reverse Stock Split, each stockholder will own a reduced number of shares of Common Stock. Except for adjustments that may result from the treatment of fractional shares as described below, the proposed Reverse Stock Split will affect all stockholders uniformly. The proportionate voting rights and other rights and preferences of the holders of our Common Stock will not be affected by the proposed Reverse Stock Split (other than as a result of the rounding up of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our Common Stock immediately prior to a Reverse Stock Split would continue to hold 2% of the voting power of the outstanding shares of our Common Stock immediately after such Reverse Stock Split. The number of stockholders of record also will not be affected by the proposed Reverse Stock Split.

Effect of the Reverse Stock Split on Employee Plans, Options, Warrants, and Convertible or Exchangeable Securities

Based upon the Reverse Stock Split ratio determined by the Board, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Stock Split ratio determined by the Board, subject to our treatment of fractional shares.

Registered “Book-Entry” Holders of Common Stock

Our registered holders of Common Stock hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with statements reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action to receive evidence of their shares of post-Reverse Stock Split Common Stock.

Holders of Certificated Shares of Common Stock

Stockholders holding shares of our Common Stock in certificated form will be sent a transmittal letter by the transfer agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of our Common Stock (the “Old Certificates”) to the transfer agent. Unless a stockholder specifically requests a new paper certificate or holds restricted shares, upon the stockholder’s surrender of all of the stockholder’s Old Certificates to the transfer agent, together with a properly completed and executed letter of transmittal, the transfer agent will register the appropriate number of shares of post-Reverse Stock Split Common Stock electronically in book-entry form and provide the stockholder with a statement reflecting the number of shares registered in the stockholder’s account. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of shares of post-Reverse Stock Split common stock to which these stockholders are entitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for appropriate number of shares of post-Reverse Stock Split Common Stock. If an Old Certificate has a restrictive legend on its reverse side, a new certificate will be issued with the same restrictive legend on its reverse side.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Fractional Shares

We do not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we will not issue certificates representing fractional shares. In lieu of issuing fractions of shares, we will round up to the next whole number.

Accounting Matters

The proposed amendment to our certificate of incorporation will not affect the par value of our Common Stock. As a result, at the effective time of the Reverse Stock Split, the stated capital on our balance sheet attributable to the Common Stock will be reduced in the same proportion as the Reverse Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss will be restated for prior periods to conform to the post-Reverse Stock Split presentation.

No Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to any dissenters’ or appraisal rights with respect to the Reverse Stock Split, and we will not independently provide stockholders with any such right.

Certain Federal Income Tax Consequences of the Reverse Stock Split

The following summary describes, as of the date of this proxy statement, certain U.S. federal income tax consequences of the Reverse Stock Split to holders of our Common Stock. This summary addresses the tax consequences only to a U.S. holder, which is a beneficial owner of our Common Stock that is either:

This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split.

This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, persons whose functional currency is not the U.S. dollar, partnerships or other pass-through entities, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our Common Stock as part of a position in a “straddle” or as part of a “hedging transaction,” “conversion transaction” or other integrated investment transaction for federal income tax purposes or (iii) persons that do not hold our Common Stock as “capital assets” (generally, property held for investment). This summary does not address backup withholding and information reporting. This summary does not address U.S. holders who beneficially own Common Stock through a “foreign financial institution” (as defined in Code Section 1471(d)(4)) or certain other non-U.S. entities specified in Code Section 1472. This summary does not address tax considerations arising under any state, local or foreign laws, or under federal estate or gift tax laws.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

Each holder should consult his, her or its own tax advisors concerning the particular U.S. federal tax consequences of the Reverse Stock Split, as well as the consequences arising under the laws of any other taxing jurisdiction, including any foreign, state, or local income tax consequences.

General Tax Treatment of the Reverse Stock Split

The Reverse Stock Split is intended to qualify as a “reorganization” under Section 368 of the Code that should constitute a “recapitalization” for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a reorganization, a U.S. holder generally will not recognize gain or loss upon the exchange of our shares for a lesser number of shares, based upon the Reverse Stock Split ratio. A U.S. holder’s aggregate tax basis in the lesser number of shares received in the Reverse Stock Split will be the same such U.S. holder’s aggregate tax basis in the shares of our Common Stock that such U.S. holder owned immediately prior to the Reverse Stock Split. The holding period for the shares received in the Reverse Stock Split will include the period during which a U.S. holder held the shares of our Common Stock that were surrendered in the Reverse Stock Split. The United States Treasury regulations provide detailed rules for allocating the tax basis and holding period of the shares of our Common Stock surrendered to the shares of our Common Stock received pursuant to the Reverse Stock Split. U.S. holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

THE FOREGOING IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, AND DOES NOT CONSTITUTE A TAX OPINION. EACH HOLDER OF OUR COMMON STOCK SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THEM AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE .

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the Reverse Stock Split except to the extent of their ownership of shares of our common stock.

Reservation of Right to Abandon Reverse Stock Split

The Board reserves the right to abandon the amendment of the Certificate of Incorporation to increase the number of authorized shares of our Common Stock at any time before the filing with the Secretary of State of Delaware of the Certificate of Amendment, notwithstanding stockholder approval for the amendment. For example, if the Reverse Stock Split is implemented, the Board may choose to abandon the amendment, since the Reverse Stock Split would effectively increase the number of authorized shares available for future issuance.

PROPOSAL 4 — APPROVAL OF THE ISSUANCE OF COMMON STOCK IN RELATION TO THE
EXCHANGE OF SHARES IN ELECTRIC POWER TECHNOLOGY LIMITED

On December 19, 2024, Thunder Power Holdings, Inc. (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 agreed to execute an amendment to the Agreement (the “Amendment”, and together with the Agreement, the “Amended Agreement”).

TW Company is principally engaged in the research, development, design, manufacture and distribution of electric vehicles and mainly operates its businesses in Taiwan market. For more information about TW Company, please see the sections entitled “TW Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Pursuant to the Amended Agreement, TW Company Shareholders will exchange 31,626,082 ordinary shares in TW Company for 37,635,039 shares of newly issued common stock in the Company, with a par value of $0.0001 per share (the proposed transaction, the “Transaction”).

The Board, including all of the directors who have no financial interest in the Proposal 4 and all of the directors who are not “interested persons” of the Company as defined in Section 2(a)(19) of the 1940 Act, has approved the Transaction as in the best interests of the Company and its stockholders and recommends it to the stockholders for their approval. For these purposes, directors are not deemed to have a financial interest solely by reason of their ownership of the Company’s common stock. The Board believes that the Exchange is in the Company’s best interests and the best interests of its stockholders. The Transaction allows the Company to acquire a significant 30.8% equity interest in TW Company, a publicly traded entity engaged in the research, development, and manufacture of new energy automobiles and biotechnologies. The Board believes this strategic transaction will strengthen the Company’s position in the rapidly growing new energy automobile sector, provide opportunities for future collaboration, and expand the Company’s business presence in the Taiwan market.

Background and Reasons for the Proposal 4

Background

On December 19, 2024, Thunder Power Holdings, Inc. (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 agreed to execute an amendment to the Agreement (the “Amendment”, and together with the Agreement, the “Amended Agreement”). The Agreement is attached as Appendix B hereto, and a form of the Amendment is attached as Appendix C hereto.

Pursuant to the Amended Agreement, TW Company Shareholders will exchange 31,626,082 ordinary shares in TW Company for 37,635,039 shares of newly issued common stock in the Company, with a par value of $0.0001 per share.

TW Company is principally engaged in the research, development, design and distribution of electric vehicles and related parts. It mainly operates its businesses in Taiwan and specializes in EV battery-related technologies and design, including, among others, battery management systems, battery modules and EV thermal management systems. In recent years, TW Company has also been focusing on the acquisition and development of solar power plants and the development of energy storage businesses using battery pack technology. It is listed on the Taipei Exchange under the code 4529.

Upon completion of the Exchange, the Company will hold approximately 37.4% of TW Company’s total issued and outstanding shares. TW Company Shareholders will receive, in aggregate, 37,635,039 shares of our common stock, which amounts to approximately 53.2% of our common stock outstanding as of the Record Date, or 34.7% of our common stock outstanding immediately after closing.

The Amended Agreement

This subsection of the information statement describes the material provisions of the Agreement, but does not purport to describe all of the terms of the Agreement. The following summary is qualified in its entirety by reference to the complete text of the Amended Agreement, which is attached as Appendix B and C hereto. You are urged to read the share exchange agreement and its amendment in its entirety because it is the primary legal document that governs the proposed acquisition.

The Board’s Reasons for the Transaction

The Board, in evaluating the Transaction pursuant to the Amended Agreement, consulted with the Company’s management and its advisors, including Roma Appraisal Limited (“Roma”). In reaching its unanimous resolution (i) that the terms and conditions of the Amended Agreement and the transactions contemplated thereby, including the Exchange, are advisable, fair to, and in the best interests of the Company and its shareholders, and (ii) to recommend that the shareholders approve the issuance of the Company’s common stock to TW Company Shareholders, the Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below.

The Board considered a number of factors pertaining to the Transaction as generally supporting its decision to approve the Company’s entry into the Amended Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

Opinion of Roma Appraisals Limited

Our Board retained Roma Appraisals Limited (“Roma”) to provide a valuation report regarding the Transaction. Roma is a well-established independent firm recognized for its expertise in business valuation and technical advisory services. The firm has extensive experience in providing credible and professional valuation analyses.

Specifically, we asked Roma to determine the fair share exchange ratio for the transaction as per the amended Agreement. Prior to its retention, Roma had no material relationship with us, and we did not impose any limitations on the scope of Roma’s investigation.

Our Board relied on this valuation analysis and opinion in part to approve the Transaction and make recommendations to our stockholders regarding the transaction.

In connection with its valuation, Roma, among other things:

In preparing its valuation analysis, Roma considered conventional valuation methodologies typically used by expert financial advisors. Roma determined that the market price method was the most appropriate for valuing us and TW Company. While other methodologies exist, Roma concluded that this approach was most likely to reflect the companies’ values accurately.

The market price method assesses a company’s value based on the market prices of its shares as traded on stock exchanges. Roma applied this method by analyzing the equity shares of both Companies, considering their market prices and trading activity. The firm also incorporated qualitative factors such as business dynamics and growth potential into its analysis.

Based on its valuation, Roma recommended a fair share exchange ratio of 119 shares of common stock of our Company for every 100 ordinary shares of TW Company. This recommendation was based on the market values derived from the analysis and reflects the relative valuations of both Companies.

Relationship with Parties to the Transaction

Certain Company shareholders (the “Interested Shareholders”) also hold beneficiary interest in TW Company and are parties to the Transaction. They will also be entitled to receive their pro rata portion of common stock to be upon completion of the Transaction.

Among the Interested Shareholders, Mr. Wellen Sham, who holds approximately 25.1% of our outstanding common stock as of the Record Date, is one of TW Company shareholders. Pursuant to the Amended Agreement, he will be entitled to receive, on a pro rata basis, 9,921,280 shares of common stock in our Company completion of the Transaction, which represents approximately 14% of our common stock outstanding as of the Record Date. Mr. Wellen Sham was the former chairman of TW Company and is an affiliate. Mr. Wellen Sham is a party to certain legal proceedings with respect to his involvement in TW Company. For more information on the relationship between Mr. Wellen Sham and TW Company, please refer to “Business of Thunder Power – Legal Proceedings” on the prospectus we filed on November 13, 2024.

TW Company holds 10,834,898 shares of our common stock as of the Record Date, representing approximately 15.3% of our outstanding share of common stock.

Board Approval

The Board, including all of the directors who have no financial interest in the Proposal 4 and all of the directors who are not “interested persons” of the Company as defined in Section 2(a)(19) of the 1940 Act, has approved the Proposal 4 as in the best interests of the Company and its stockholders and recommends it to the stockholders for their approval. For these purposes, directors are not deemed to have a financial interest solely by reason of their ownership of the Company’s common stock.

Certain Effects of the Transactions

If the Stock Issuance Proposal 4 is adopted, approximately 37,635,039 shares of common stock will be issued as consideration to the TW Company Shareholders, which represent 34.7% of our common stock outstanding immediately after closing.

Mr. Wellen Sham is the beneficial owners of approximately 25.1% of our outstanding common stock as of the Record Date. Upon completion of the Transaction, he will be entitled to receive 9,921,280 share of our common stock, which represents approximately 9.1% of the Company’s common stock outstanding at the time of closing. Following the Transaction, Wellen Sham will continue to have considerable influence or veto control regarding the outcome of any transaction or action that requires stockholder approval, including the election of our Board of Directors, mergers, acquisitions, amendments to our charter and various corporate governance actions.

If the Transaction is consummated, you will experience dilution in your relative ownership interest. Your proportionate voting interest will be reduced, and the percentage that your original shares represent of our expanded equity upon will decrease consummation of the Transaction. In addition, the Transactions may cause the price of our common stock to decrease. This decrease may continue after the consummation of the Transaction.

Key Stockholder Considerations

Before voting on the Proposal 4 or giving proxies with regard to this matter, stockholders should consider the effect of the Transaction, including its dilutive effects.

Risk Factors Relating to the Transaction

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Transaction and the Proposal 4 to be voted on at the Annual Meeting. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have an adverse effect on the business, cash flows, financial condition, and results of operations of our Company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We or TW Company may face additional risks and uncertainties that are not presently known to us or TW Company, or that we or TW Company currently deem immaterial, which may also impair our or TW Company’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

The Transaction is subject to conditions, including certain conditions that may not be satisfied or waived on a timely basis or at all. Failure to complete the Transaction could have material and adverse effects on us.

Completion of the Transaction is subject to a number of conditions, including, among other things, obtaining the approval of relevant authorities that supervise the TW Company. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all, making the completion and timing of the Transaction uncertain. In addition, the Agreement contains certain termination rights, which, if exercised, will result in the Transaction not being consummated. Furthermore, the governmental authorities from which regulatory approvals are required may impose conditions on the completion of the Transaction or require changes to the terms thereof. Such conditions or changes and the process of obtaining regulatory approvals could delay or impede consummation of the Transaction or impose additional costs or limitations on us or TW Company following completion, any of which might have an adverse effect on us.

If the Transaction is not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Transaction, we will be subject to a number of risks, including the following:

In addition to the above risks, if the Agreement is terminated and the Board seeks another transaction, it is not certain that we will be able to find a party willing to enter into a transaction as attractive to us as the Transaction.

We and TW Company will be subject to business uncertainties while the Transaction is pending, which could adversely affect our business.

In connection with the pendency of the Transaction, it is possible that certain persons with whom we or TW Company have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change, or renegotiate their relationships with us or TW Company, as applicable, which could negatively affect our or TW Company’s revenues, earnings, and cash flows, as well as the market price of the shares, regardless of whether the Transaction is completed. Additionally, our and TW Company’s ability to attract, retain, and motivate employees may be impaired until the Transaction is completed, and our ability to do so may be impaired for a period thereafter, as current and prospective employees may experience uncertainty about their roles within the Company following the Transaction.

Under the terms of the Agreement, both we and TW Company are subject to certain restrictions on the conduct of business prior to the consummation of the Transaction, which may adversely affect our and TW Company’s ability to execute certain business strategies, including the ability in certain cases to modify or enter into certain contracts, acquire or dispose of certain assets, incur or prepay certain indebtedness, incur encumbrances, make capital expenditures, or settle claims. Such limitations could negatively affect our and TW Company’s businesses and operations prior to the completion of the Transaction.

We will incur significant transaction costs in connection with the Transaction.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with the Transaction, negotiating with TW Company Shareholders, and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Transaction is completed. A substantial majority of non-recurring expenses will consist of transaction costs, including fees paid to financial, legal, accounting, and other advisors, as well as other costs.

Securities class action and derivative lawsuits may be brought against us in connection with the Transaction, which could result in substantial costs and may delay or prevent the Transaction from being completed.

If the Transaction is consummated, we may be unable to successfully generate synergy from the Transaction or achieve the anticipated benefits of the Transaction.

Our ability to achieve the anticipated benefits of the Transaction will depend in part upon whether we can realize anticipated synergy with TW Company in an efficient and effective manner. We may not be able to accomplish the synergy as expected. The successful collaboration and synergy from the Transaction depend on several factors, including but not limited to:

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we have performed a review of the subject operations in a manner that we believe to be generally consistent with industry practices. The review was based on our analysis of historical performance data, assumptions regarding capital expenditures, and anticipated changes in market conditions. Our review may not reveal all existing or potential problems or permit us to fully assess the deficiencies, growth potential, and the performance of TW Company.

Our current shareholders will have a reduced ownership and voting interest after the Transaction is completed compared to their current ownership and will exercise less influence over management.

Based on the number of outstanding shares of Common stock as of the date of this statement, immediately after the Transaction is completed, it is expected that TW Company’s shareholders will collectively receive 37,635,039 shares of our common stock, representing approximately 53.2% of our common stock outstanding as of the Record Date, or 34.7% of our common stock outstanding immediately after closing. As a result of the Transaction, our Company’s current shareholders will own a smaller percentage of our Company than they currently own, and as a result, will have less influence over our Company’s management and policies.

The Board, including all of the independent directors, recommends a vote “FOR” the Proposal 4.

TW COMPANY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of Electric Power Technology Limited (“TW Company” or “TW Company”) financial condition and results of operations should be read in conjunction with its financial statements and related notes appearing elsewhere in this proxy statement. The following discussion contains “forward-looking statements” that reflect TW Company’s future plans, estimates, beliefs and expected performance. TW Company cautions that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from TW Company’s expectations include changes in amount and nature of future capital expenditures, uncertainties in estimating proved reserves, the impact of operational, general economic conditions (including future disruptions and volatility in the global credit markets) and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting TW Company’s business, as well as those factors discussed below and elsewhere in this proxy statement, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. Also, see the risk factors described elsewhere in this proxy statement. TW Company does not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

About TW Company

TW Company, originally established as Motomax Electric Co., Ltd. on November 3, 1987, has undergone several name changes to reflect its evolving business focus. TW Company was renamed Leifeng Co., Ltd. on September 1, 2011, followed by a subsequent name change to Thunder Power Co., Limited on June 21, 2013, and finally to Electric Power Technology Limited as resolved at a regular Shareholders’ Meeting on June 2, 2017. TW Company operates as part of a larger group of entities (hereinafter referred to as the “Group”) and does not have a parent company.

TW Company is primarily engaged in the development, manufacture, and sale of electric vehicles, as well as investments in electric vehicle technologies, property development, and medical technologies. In May 2001, TW Company’s stock was listed for trading on the Taipei Exchange, reflecting its ongoing commitment to growth and innovation in the energy and technology sectors.

Key factors affecting TW Company’s operations include:

TW Company's revenue streams are influenced by sales in electric vehicles and related technologies, and as it expands into the renewable energy sector, iits performance may increasingly be correlated with developments in the solar energy market.

General and Basis of Presentation

The financial information of TW Company was prepared in accordance with IFRS and interpretations issued by the International Accounting Standards Board (“IASB”). The historical financial information has been prepared on a historical cost basis, except for certain financial assets and liabilities measured at fair value through profit or loss. The preparation of the historical financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the historical financial information. The IFRS adopted by TW Company is different from accounting principles generally accepted in the United States of America, or U.S. GAAP.

RESULTS OF OPERATIONS

Year Ended December 31, 2024 compared to the year ended December 31, 2023

Revenue

Revenue from Sale of Goods : In 2023 onwards, TW Company transformed its business model into a purchasing agent of the medical masks. In 2024, due to the ease of global pandemic, TW Company experienced further decrease in the sales of medical masks, resulting in a drop of revenue from the sale of goods in the year ended December 31, 2024 compared to the year of 2023.

Income from Sale of Electricity : In July 2023, TW Company acquired an additional unit of Kaohsiung Solar Power Plant, which resulted in increased electricity utility sold. As a result, it boosted the income from sale of electricity in the year ended December 31, 2024, compared to the year ended December 31, 2023.

Rental Income : In 2023, TW Company leased part of its surplus office space to other parties, which resulted in an increase in the rental income for TW Company in the year ended December 31, 2024, compared to the year ended December 31, 2023.

Operating Expenses and Other Income

Total Selling Expenses : The decrease in selling expenses in 2024 compared in 2023 in primarily attributable to the shutdown of TW Company’s medical mask factory in 2023, which resulted in an decrease in relevant selling expense.

Total Administrative Expenses : The administrative expenses experienced minimum changes in the year ended December 31, 2024, compared to the year ended December 31, 2023.

Total R&D Expenses : In 2023, TW Company went through a staff restructuring, with reduced the number of R&D personnel to zero. TW Company therefore did not incur any R&D expenses in the year ended December 31, 2024.

Non-operating Income and Expenses

Sublease Income : Starting in 2023, TW Company leased part of its rented property to its affiliate companies, which generated additional sublease income in the year ended December 31, 2024 compared to the same period in 2023.

Other Income : In 2023, TW Company generated certain other income as it (i) terminated a rental factory and received certain repayment of prepaid expenses, and (ii) recognized certain other income in connection with certain trade receivables and payables recorded in prior years. These are non-recurring items, and TW Company did not generate any such income in the year ended December 31, 2024.

Share Of Profit Or Loss On Associates Accounted for Using Equity Method

The share of profit or loss on associates for the year ended December 31, 2024, was of NT$55,486,000, compared to a loss of NT$22,218,000 recorded in 2023. This increase in losses was primarily driven by losses from three associates of TW Company, among which included Thunder Power Holding Limited, reporting a loss of NT$8,462,000, NT$30,625,000 and NT$16,399,000, respectively. In contrast, the losses reported in the year ended December 31, 2023 were primarily from two associates, which recorded smaller losses in the period due to market condition.

SOURCES (USES) OF CASH

Operating Activities

Net cash used in operating activities in the year ended December 31, 2024 was NT$50.5 million. The difference between the net cash outflow from operating activities and the net loss before tax of NT$110 million in the same period was due to adjustments for non-cash items. These adjustments primarily included depreciation expense of NT$5.1 million, amortization expense of NT$0.9 million, and losses from investments accounted for using the equity method amounting to NT$55.4 million. Additionally, cash was released from working capital, mainly resulting from a decrease of NT$7.9 million in other payables, an increase of NT$4.0 million in advances to suppliers, and a decrease of NT$1.6 million in other current assets, partially offset by a decrease of NT$1.4 million in other current liabilities.

Net cash used in operating activities in the year ended December 31, 2023 was NT$ 50.6 million. The difference between net cash generated from operating activities and loss before tax of NT$87.8 million in the same period was primarily due to adjustments for non-cash items, which a loss from investment accounted under the equity method of NT$22.2 million, further adjusted by other items such as amortization and depreciation, additional cash used for interest payments, and fluctuation in prepayments.

Investing Activities

Net cash provided by investing activities for the year ended December 31, 2024 includes proceeds from TW Company’s continuous sales of certain equity investment in its portfolio.

Net cash provided by investing activities in 2023 includes proceeds TW Company collected from its sales of certain equity investment in its portfolio, partially offset by the cash used in acquisint of property, plant and equipment.

Financing Activities

Net cash used in financing activities for the years ended December 31, 2024 and 2023 primarily included TW Company’s payment of lease liabilities.

OFF-BALANCE SHEET FINANCING ARRANGEMENTS

TW Company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, TW Company has not entered into any derivative contracts that are indexed to the shares of TW Company’s common stock and classified as shareholder’s equity or that are not reflected in its unaudited condensed consolidated financial statements. Furthermore, TW Company 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. TW Company 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.

CAPITAL RISK MANAGEMENT

TW Company’s capital management goal is to maintain a sound capital structure, so as to maintain the confidence of investors, creditors and the market and to support the development of future operation. To maintain or adjust the capital structure, Electric Power will control the ratio of return on capital and adjust the dividends paid to shareholders, refund capital to shareholders, issue new shares or sell assets for the purpose of reducing debts.

FINANCIAL RISK MANAGEMENT

TW Company’s daily operation is affected by various financial risks, including market risk (including exchange rate risk, interest rate risk and price risk), credit risk and liquidity risk. To reduce relevant financial risks, Electric Power is committed to identifying, evaluating and avoiding market uncertainty, so as to reduce the potential negative impact of market changes on TW Company’s financial performance. TW Company’s significant financial activities are reviewed by its Board of Directors and Audit Committee in accordance with relevant regulations and internal control systems. During the implementation period of its financial plans, Electric Power must strictly follow the relevant financial procedures regarding overall management on financial risks and division of powers and duties.

CURRENCY RISK

TW Company is exposed to the exchange rate risk arising from the sales, purchase and borrowing transactions not denominated in its functional currency and from net investment in foreign operation organizations. The functional currency of TW Company and its subsidiaries is mainly New Taiwan Dollars, and the functional currency of partial subsidiaries is US Dollars. The Group conducts risk hedging, in the principle of automatic hedging of risks, based on its demands for capital and net position in each currency (and the difference between foreign currency assets and liabilities), according to the foreign exchange situation in market. Since the net investment of foreign operation is strategic investment, the Group has not hedged it.

The unrealized exchange gains or losses from the Group’s monetary items due to the impacts of fluctuations in exchange rate have no significant impact as evaluated.

PRICE RISK

Since the Group holds investments in equity instruments, it is exposed to the price risk related to equity instruments. The Group’s investments in equity instruments are classified as financial assets measured at fair value through other comprehensive income in the Consolidated Balance Sheet.

The Group mainly invests in foreign equity instruments, and the prices of such equity instruments will be affected by the uncertainties of the value of the investment in the future. If the price of equity instruments rises or falls by 1%, other comprehensive income of 2023 would have increased by NT$960 thousand due to the increase in the fair value of the financial assets measured at fair value through other comprehensive income.

INTEREST RATE RISK

The rate for the Group’s interest-bearing financial instruments on the reporting date is summarized as follows:

The Group does not classify any financial assets and liabilities with fixed interest rate as the financial assets measured at fair value through profits or losses and the financial assets available for sale, nor does it designate derivatives (interest rate swaps) as the hedging tools under the fair value hedging accounting mode. Therefore, changes in interest rates on the reporting date will not affect profits or losses and other comprehensive income.

The Group’s financial instruments with variable interest rates are the assets (debts) with floating interest rates, therefore, changes in market interest rates will cause changes in effective interest rates, which will results in fluctuations in future cash flows. Every 1% increase in market interest rates will cause NT$399 thousand of increase in the profit (loss) before tax of 2023.

CREDIT RISK

Credit risk refers to the risk that a counter-party will violate its contractual obligations and thus cause financial losses to the Group. The Group’s credit risk mainly comes from the accounts receivable from operating activities, as well as the bank deposits and other financial instruments from investing activities. Operation-related credit risk and financial credit risk are managed separately.

A. Operation-related credit risk:

The Group’ has formulated procedures for management on operation-related credit risk. Individual customers evaluate risks by considering, including, their financial status, the Group’s internal credit rating, historical transaction records, current economic conditions, and other factors which may affect the customer’s ability to make payment. There is no material doubt about the recoverability of the Group’s accounts receivable as evaluated, so no significant credit risk is expected.

B. Financial credit risk:

The credit risk of bank deposits and other financial instruments is measured and monitored by the Group’s Financial Department. The Group’s counter-parties and other parties to its contract are the banks with good credit and the financial institutions or corporate organizations with an investment grade and above, so there is no material doubt about performance of contract, therefore there is no significant credit risk.

C. Liquidity risk

(A) Liquidity risk management:

With regard to liquidity risk management, the Group is to maintain the cash and equivalent cash required for operation, highly liquid securities and sufficient bank financing lines, so as to ensure that the Group has sufficient financial flexibility.

(B) Analysis on the due time of financial liabilities:

The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.

PRICE RANGE OF SECURITIES AND DIVIDENDS

Our Company

Our Common Stock trades under the symbol “AIEV.” Historical market price information is publicly available.

We have not paid any cash dividends on our Common Stock or the Warrants to date, and we do not anticipate declaring or paying any cash dividends to holders of our Common Stock or Warrants in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, contractual and statutory restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. Additionally, the Company’s ability to pay dividends may be limited by future covenants and future outstanding indebtedness the Company or its subsidiaries may incur.

TW Company

The shares of TW company is quoted on the Taipei Exchange under the code 4529. Historical market price information is publicly available.

For information about distributions paid by TW Company to its equity holders, please see the section entitled “ TW Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the “Corporate Governance - Audit Committee” section of this Proxy Statement. Under the Audit Committee charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the appropriateness of accounting principles and financial reporting policies and for establishing and maintaining our internal control over financial reporting. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and Assentsure CPA, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended December 31, 2024. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission (the “SEC”). In addition, the Audit Committee (i) received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence and (ii) discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.

RELATED PERSON TRANSACTIONS

Related Person Transactions Policy

The Board has adopted a related person transaction policy that sets forth the Company’s procedures for the identification, review, consideration and approval or ratification of related person transactions. The policy became effective upon approval by the Board following the consummation of the Business Combination. The Company’s audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions.” The charter of the Company’s audit committee provides that the audit committee will review and approve in advance any related party transaction.

A “related person transaction” is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which:

Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, the Company’s management must present information regarding the related person transaction to the Company’s audit committee, for review, consideration and approval or ratification. The audit committee will consider all relevant facts and circumstances of such a transaction, including, but not limited to: (i) the related party’s relationship to the Company and interests in the transaction, (ii) the proposed amount involved in the transaction, (iii) whether the transaction was or will be undertaken in the ordinary course of the Company’s and related party’s business, (iv) the way in which any transaction was or is to be initiated, (v) whether the potential related party transaction is on terms comparable to those available from an unrelated third party, (vi) the benefits to the Company of the proposed transaction, and (vii) any other material fact pertinent to the transaction.

Nature of relationships with related parties :

Related party transactions:

On June 30, 2023, the outstanding balances due to TP HK, TPEV HK and Mr. Wellen Sham as of June 30, 2023 were settled by issuance of 2,183,887 of the Company’s common stock.

For the year ended December 31, 2024, the Company borrowed $951,560 from Mr. Wellen Sham to support the Company’s operations. The borrowings bear interest rate ranging between 8% and 10% and is payable through December 2025. As of December 31, 2024, the Company repaid borrowings of $25,000 to Mr. Wellen Sham.

Balance with related parties:

OTHER MATTERS

Stockholder Communications

Any stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act for inclusion in the Company’s proxy statement and form of proxy for the 2026 annual meeting of stockholders must be received by the Company on or before February 9, 2026. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Any such proposal should be mailed to: Thunder Power Holdings, Inc., 221 W 9th St #848, Wilmington, Delaware 19801, Attention: Management. Proxies solicited by the Company will confer discretionary voting authority with respect to these proposals, subject to SEC rules governing the exercise of this authority.

Stockholder proposals or director nominations to be presented at an annual meeting of stockholders, other than stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, must be delivered to, or mailed and received at, the principal executive offices of the Company not more than 150 days and not less than 120 days prior to the date of the anniversary of the previous year’s annual meeting of stockholders. For the 2026 annual meeting of the Company’s stockholders, the Company must receive such proposals and nominations no earlier than January 10, 2026 and no later than February 9, 2026. If the annual meeting of stockholders is scheduled to be held on a date more than 30 days prior to or after such anniversary date, stockholder proposals or director nominations must be received no later than the 10th day following the day on which such notice of the date of the 2026 annual meeting of stockholders was mailed or such public disclosure of the date of the annual meeting was made. Proposals and nominations must also comply with the other requirements contained in the Company’s bylaws, including supporting documentation and other information and representations.

Other Business

The Board does not presently intend to bring any other business before the Annual Meeting. As to any other business that may properly come before the Annual Meeting, however, proxies will be voted in respect thereof in accordance with the discretion of the proxyholders.

Whether or not you expect to participate in the Annual Meeting, please follow the instructions provided on the enclosed proxy card or in the instructions that accompanied your proxy materials to vote via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card so that you may be represented at the Annual Meeting. The Annual Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by webcast. To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/AIEV2025 and enter the 16-digit control number included on the enclosed proxy card or in the instructions that accompanied your proxy materials. Online check-in will begin at 8:45 p.m. Local Time on June 26, 2025 8:45 a.m. Eastern Time on June 26, 2025. Please allow time for online check-in procedures. For questions regarding the Annual Meeting and voting, please contact the Company by calling collect at +852 68975591, by e-mail at thunderpower.ir@aiev.ai, or by writing to Thunder Power Holdings, Inc., Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong, Attention: Management.

Delivery of Proxy Materials

Please note that only one copy of this proxy statement or Notice of Virtual Annual Meeting may be delivered to two or more stockholders of record of the Company who share an address unless we have received contrary instructions from one or more of such stockholders. We will deliver promptly, upon request, a separate copy of any of these documents to stockholders of record at a shared address to which a single copy of such document(s) was delivered. Stockholders who wish to receive a separate copy of any of these documents, or to receive a single copy of such documents if multiple copies were delivered, now or in the future, should submit their request by calling us collect at +852 68975591 or by writing to Thunder Power Holdings, Inc., Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong, Attention: Secretary.

Additional Information

The principal address of the Company is Thunder Power Holdings, Inc., Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong.

Available Information

The Company files periodic reports, current reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at www.sec.gov. This information is also available free of charge by calling us collect at +852 68975591, by e-mail at thunderpower.ir@aiev.ai, or by writing to Thunder Power Holdings, Inc., Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong, Attention: Secretary, or on our website at https://aiev.ai/. The information on our website is not incorporated by reference into this proxy statement.

Index to Financial Statements of Electric Power Technology Limited. And Its Subsidiaries

Stock Code: 4529

Electric Power Technology Limited and Its Subsidiaries

Consolidated Financial Statements and Independent Auditors’ Report

FOR THE YEAR ENDED DEC. 31, 2024 AND 2023

Address: 4F., No.632, Guangfu S. Rd., Da’an Dist., Taipei City

Tel: (02)2703-7300

Electric Power Technology Limited and Its Subsidiaries

CONTENTS OF CONSOLIDATED FINANCIAL STATEMENTS

Electric Power Technology Limited

Statement

In 2024 (from Jan. 1, 2024 to Dec. 31, 2024), the companies that shall be included in the consolidated financial statements of affiliated enterprises in accordance with Criteria Governing Preparation of Affiliation Report, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are identical with those companies according to IFRS 10 Consolidated Financial Statements. The relevant information to be disclosed in the consolidated financial statements of affiliated enterprises has been disclosed in the previous consolidated financial statements of parent and subsidiary companies, so no separate consolidated financial statements of affiliated enterprises are prepared.

Very truly yours,

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of Electric Power Technology Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Electric Power Technology Limited and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial positions of the Company as of December 31, 2024 and 2023, and the consolidated result of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are required to be independent public accounting firm with respect to the Company in accordance with the United States federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission.

We conducted our audit in accordance with the Generally Accepted Auditing Standards by American Institute of Certified Public Accountant. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the International Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with the following auditing standards:

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Yu-Lin Yao

Securities and Futures Bureau, Financial Supervisory Commission

Approval No.: (2018) Jin-Guan-Zheng-Shen-Zi No.1070342733

(2018) Jin-Guan-Zheng-Shen-Zi No.1070342733

ELECTRIC POWER TECHNOLOGY LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

FOR THE YEAR ENDED DEC. 31, 2024 AND 2023

(Expressed in Thousands of New Taiwan Dollars)

The accompanying notes are an integral part of the consolidated financial reports.

ELECTRIC POWER TECHNOLOGY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DEC. 31, 2024 AND 2023

(Expressed in Thousands of New Taiwan Dollars)

(Except for earnings (losses) per share in NT$)

The accompanying notes are an integral part of the consolidated financial reports.

ELECTRIC POWER TECHNOLOGY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED DEC. 31, 2024 AND 2023

(Expressed in Thousands of New Taiwan Dollars)