UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): ☒ Form 10-K ☐ Form 20-F ☐
Form 11-K ☐ Form 10-Q ☐ Form 10-D
☐
Form N-CEN ☐ Form N-CSR
For
Period Ended: December 31, 2025
| |
☐ |
Transition
Report on Form 10-K |
| |
☐ |
Transition
Report on Form 20-F |
| |
☐ |
Transition
Report on Form 11-K |
| |
☐ |
Transition
Report on Form 10-Q |
For
the Transition Period Ended: _____________________________________
Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I – REGISTRANT INFORMATION
| Thunder
Power Holdings, Inc. |
| Full
Name of Registrant: |
| |
| N/A |
| Former
Name if Applicable: |
| |
| 221
W 9th Street, #848 |
| Address
of Principal Executive Office (Street and number): |
| |
| Wilmington,
Delaware 19801 |
| City,
State and Zip Code |
PART
II – RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed (Check box if appropriate)
| |
(a) |
|
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
|
| ☒ |
(b) |
|
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and |
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|
|
|
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(c) |
|
The
accountant’s statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable. |
PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The
compilation, dissemination and review of the information required to be presented in the annual report on Form 10-K for the fiscal year
ended December 31, 2025 (the “Annual Report”) imposed time constraints that have rendered timely filing of the Annual Report
impracticable without undue hardship and expense to the registrant. In accordance with Rule 12b-25 of the Securities Exchange Act of
1934, as amended, the registrant endeavors to file its Annual Report no later than fifteen calendar days following the prescribed due
date.
PART
IV – OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification:
| Christopher
Nicoll |
|
(909) |
|
214-2482 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
☒
Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☐
Yes ☒ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
| |
Thunder
Power Holdings, Inc. |
|
| |
(Name
of Registrant as Specified in Charter) |
|
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
March 31, 2026 |
By: |
/s/
Christopher Nicoll |
| |
|
Name:
|
Christopher
Nicoll |
| |
|
Title:
|
Chief
Executive Officer
(Principal
Executive Officer) |
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001). |
