Thunder Power Holdings, Inc. (AIEV) filed an amended annual report to update its audit report and explicitly state that internal control over financial reporting was not effective as of December 31, 2025, revising related risk factors in response to SEC comments. The company is an early-stage electric vehicle developer with no revenues to date and reported a net loss of $2.12 million for 2025, following a $2.50 million loss in 2024.
The auditor’s report includes an explanatory paragraph that conditions such as recurring losses, an accumulated deficit of $39.1 million, cash of only $10,093, significant liquidity constraints, and uncertainty around support from the principal shareholder raise substantial doubt about the company’s ability to continue as a going concern. Thunder Power’s stock was suspended and delisted from Nasdaq in 2025 and now trades over the counter, and a large $13.1 million prepaid asset tied to a forward purchase agreement is not expected to provide near‑term cash inflows. The company also discloses dependence on obtaining IP licenses from affiliates, the need for additional financing to fund operations, and that a controlling shareholder is involved in significant legal proceedings, all highlighted as material risks.
Thunder Power Holdings, Inc. notified regulators that it will file its Form 10-Q for the quarter ended June 30, 2026 after the deadline, relying on the short extension permitted under Rule 12b-25. The company states it cannot complete the report without unreasonable effort or expense because, after completing a share exchange with Electric Power Technology Limited in April 2026, it and its auditors need more time to finish consolidating Electric Power Technology Limited and are still awaiting its financial information.
Thunder Power expects to report a significant change in results of operations compared with the same quarter last year, driven by this share exchange, under which it issued 31,872,768 shares of common stock in exchange for 26,783,838 ordinary shares of Electric Power Technology Limited. The company indicates it cannot yet provide a reasonable quantitative estimate of the transaction’s effect.
Thunder Power Holdings, Inc. reincorporated from Delaware to Nevada via a statutory conversion effective June 23, 2026, at 8:19 a.m. Pacific Time. Each outstanding share of Delaware common stock automatically converted into one share of Nevada common stock, with the $0.0001 par value and OTCQB trading symbol AIEV unchanged.
The company states the move did not change its business, management, operations, contracts, obligations, assets, liabilities, or net worth apart from reincorporation costs. All outstanding options and rights now relate to Nevada common stock on the same terms. Stockholder rights are now governed by Nevada law, a Nevada charter, and Nevada bylaws described in a Schedule 14C information statement approved by written consent of holders of 63,462,251 shares, representing approximately 62% of the voting power.
Thunder Power Holdings, Inc. informs stockholders that holders controlling 63,462,251 shares (approximately 62% of voting power) approved by written consent the conversion of the company’s domicile from Delaware to Nevada (the "Nevada Reincorporation").
The board unanimously recommended the Nevada Reincorporation and the Written Consent was delivered on May 26, 2026. The Notice and Information Statement were first made available and mailed on or about June 2, 2026, and the company plans to effect the conversion no earlier than 20 calendar days after mailing. The Information Statement will remain available online through June 2, 2027. The filing describes procedure for appraisal rights under Delaware law and lists expected Nevada annual fees of $500 (business license) and $675 (annual list filing) compared with prior Delaware franchise tax of $92,682.99.
Thunder Power Holdings, Inc. states that stockholders holding a majority of its voting power approved a conversion to reincorporate the company from Delaware to Nevada by written consent.
The Notice reports that on the Record Date of May 8, 2026, Consenting Stockholders holding 63,462,251 shares (approximately 62% of voting power) delivered a Written Consent approving the Nevada Reincorporation. There were 102,597,432 shares outstanding as of the Record Date. The board unanimously recommended the conversion and states it expects lower recurring state franchise/filing costs in Nevada ($500 business license fee and $675 annual list filing fee) versus prior Delaware franchise taxes of $92,682.99 for the most recent period. The Notice describes appraisal rights under Section 262 of the DGCL, potential litigation risks, and material governance differences between Delaware and Nevada law.
Thunder Power Holdings, Inc. notified the SEC that its Form 10-Q for the period ended March 31, 2026 will be filed late under Rule 12b-25. The company states it anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date. The notice is signed by CEO Christopher Nicoll and dated May 15, 2026.
Thunder Power Holdings, Inc. completed a share exchange with certain shareholders of Electric Power Technology Limited, issuing 31,872,768 unregistered, restricted common shares, equal to about 31.07% of its outstanding stock as of closing.
In return, the company received 26,783,838 ordinary shares of Electric Power Technology and became its holding company. Thunder Power will begin consolidating Electric Power Technology’s results in the first quarter of 2026, adding recurring clean‑energy revenue streams from Taiwan’s solar and renewable power markets and diversifying beyond electric vehicle development.
Thunder Power Holdings, Inc. submitted a Form 12b-25 notifying the SEC that its Form 10-K for the period ended December 31, 2025 could not be filed on time. The company states that compilation, dissemination and review of the Annual Report created time constraints and expects to file the Annual Report within fifteen calendar days after the prescribed due date. The notification is signed by Christopher Nicoll, Chief Executive Officer, and is dated March 31, 2026.