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 |
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| |
☒ Form
10-Q |
☐ Form
10-D |
☐ Form
N-CEN |
☐ Form
N-CSR |
For
Period Ended: June 30, 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 Instruction (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: N/A
PART I — REGISTRANT INFORMATION
Thunder Power Holdings, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
Unit 5, 21/F., Westley Square, 48 Hoi Yuen Road
Address of Principal Executive Office (Street and Number)
Kwun Tong, Kowloon, Hong Kong, N/A
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)
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(a) |
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The reason described in
reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; |
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(b) |
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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) |
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The accountant’s
statement or other exhibit required by Rule 12b-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 is unable to file its Form 10-Q for the quarter
ended June 30, 2026, within the prescribed time period without unreasonable effort or expense because, following the completion in April
2026 of its share exchange transaction with Electric Power Technology Limited, the Company and its auditors require additional time to
complete the consolidation of Electric Power Technology Limited and are still awaiting financial information from Electric Power Technology
Limited.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
|
Christopher Nicoll |
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+852 |
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68975591 |
| (Name) |
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(Area Code) |
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(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.
The Company expects to report a significant change in results of operations from the corresponding period for the last fiscal year based
on its share exchange transaction with Electric Power Technology Limited, which was completed in April, 2026, pursuant to which the Company
issued an aggregate of 31,872,768 shares of common stock in exchange for 26,783,838 ordinary shares of Electric Power Technology Limited.
The Company is not yet able to provide a reasonable quantitative estimate of the effect of the share exchange transaction and the related
consolidation.
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 August 14, 2026 |
By |
/s/ Christopher Nicoll |
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Christopher Nicoll |
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Chief Executive Officer |
ATTENTION |
| Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001). |
