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2025-06-26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 26, 2025
Thunder Power Holdings, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41424 |
|
87-4620515 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
221 W 9th St #848
Wilmington, Delaware 19801
(Address of principal executive offices,
including zip code)
(909) 214-2482
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
AIEV |
|
OTCQB® Venture Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Stockholders (the “Annual
Meeting”) of Thunder Power Holdings, Inc. (the “Company”) was held on June 26, 2025. At the Annual Meeting, 46,369,365
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or approximately 65.56%, of
the 70,724,664 issued and outstanding shares, as of June 6, 2025, the record date, entitled to vote at the Annual Meeting were present
in person or by proxies.
The final results of the voting on each matter of business at the Annual
Meeting are as follows:
Proposal 1 – Election of Directors.
| NOMINEES |
|
FOR |
|
WITHHELD |
|
BROKER NON-VOTES |
| Christopher Nicoll |
|
46,339,750 |
|
29,615 |
|
-- |
| Dr. Chen ChiWen |
|
46,339,742 |
|
29,623 |
|
-- |
| Mingchih Chen |
|
46,338,805 |
|
30,560 |
|
-- |
| Ferdinand Kaiser |
|
46,339,788 |
|
29,577 |
|
-- |
| Kevin Vassily |
|
46,339,352 |
|
30,013 |
|
-- |
Proposal 2 – Ratification of the selection of Assentsure PAC
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| FOR |
|
AGAINST |
|
ABSTAIN |
|
|
| 46,347,718 |
|
13,117 |
|
8,530 |
|
|
Proposal 3 – Grant discretionary authority
to the board of the directors (the “Board”) to (i) amend our certificate of incorporation to combine outstanding shares
of our common stock, par value 0.0001 per share (the “Common Stock”) into a lesser number of outstanding shares, or a “reverse
stock split,” at a specific ratio within a range of one-for-one (1-for-1) to a maximum of a one-for-one hundred (1-for-100), with
the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at
all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”).
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 46,126,747 |
|
242,178 |
|
440 |
|
-- |
Proposal 4 – Approve the issuance of Common
Stock in an amount that exceeds 20% of the currently outstanding shares of common stock of the Company in connection with a Share Exchange
Agreement, as amended, that the Company entered into.
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 46,139,021 |
|
200,536 |
|
29,808 |
|
-- |
Pursuant to the foregoing votes, (i) Mr. Christopher
Nicoll, Dr. Chen ChiWen, Mr. Mingchih Chen, Mr. Ferdinand Kaiser, and Mr. Kevin Vassily were elected to serve as the Company’s board
of directors to hold office their successors are duly elected and qualified; (ii) Assentsure PAC was ratified as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) Board has the discretion to (a) amend
our certificate of incorporation to combine outstanding shares of our common stock, par value 0.0001 per share (the “Common Stock”)
into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-one
(1-for-1) to a maximum of a one-for-one hundred (1-for-100), with the exact ratio to be determined by our board of directors in its sole
discretion, and (b) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders;
and (iv) the issuance of Common Stock in an amount that exceeds 20% of the currently outstanding shares of common stock of the Company
in connection with a Share Exchange Agreement, as amended, that the Company entered into, were all approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Thunder Power Holdings, Inc. |
| |
|
| Dated: June 30, 2025 |
By: |
/s/ Pok Man Ho |
| |
Name: |
Pok Man Ho |
| |
Title: |
Interim Chief Financial Officer |
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