Thunder Power Holdings (NASDAQ: AIEV) files Form 12b-25 delaying its 2025 10-K

Rhea-AI Filing Summary

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.

Key Figures

Period Ended: December 31, 2025 Cure Period: 15 calendar days Notification Date: March 31, 2026 +1 more

4 metrics

Period Ended December 31, 2025 Fiscal period for the delayed Form 10-K

Cure Period 15 calendar days Committed filing window under Rule 12b-25

Notification Date March 31, 2026 Date the Form 12b-25 was signed

Contact Phone (909) 214-2482 Contact for this notification: Christopher Nicoll

Key Terms

Rule 12b-25, Annual Report on Form 10-K, compilation, dissemination and review

3 terms

Rule 12b-25 regulatory

"In accordance with Rule 12b-25 of the Securities Exchange Act of 1934"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Annual Report on Form 10-K regulatory

"the annual report on Form 10-K for the fiscal year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

compilation, dissemination and review other

"The compilation, dissemination and review of the information required"

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
	(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.

2

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).

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FAQ

Why did AIEV file a Form 12b-25 delaying its 2025 10-K?

Because preparing and reviewing the annual report imposed time constraints that created undue hardship. The filing states compilation, dissemination and review of required information made timely filing impracticable without unreasonable effort and expense.

When does AIEV expect to file the delayed Form 10-K?

The company intends to file the Annual Report within fifteen calendar days after the prescribed due date. The notification cites Rule 12b-25 and commits to that 15-day timetable for the Form 10-K filing.

Who signed the Form 12b-25 for AIEV and when was it signed?

The notice was signed by Christopher Nicoll, Chief Executive Officer. The signature block on the form is dated March 31, 2026, as shown in the filing excerpt.

Does this Form 12b-25 indicate missing periodic reports in the last 12 months for AIEV?

The form includes a checkbox asking whether all other periodic reports were filed, and the filing indicates the response option is provided. The excerpt does not state a negative answer or list any missing reports.

Will AIEV disclose material changes in results in the delayed 10-K?

The form asks whether significant changes in results are anticipated and provides a Yes/No choice. The provided excerpt does not include an affirmative explanation of anticipated changes in results.