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: March 31, 2026
| |
☐ |
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; |
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(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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(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
Company anticipates that it will file the Form 10-Q on or before the fifth calendar day following the prescribed due date in accordance
with Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
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:
May 15, 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). |
