v3.26.3
Organization and Business Description
6 Months Ended
Jun. 30, 2026
Organization and Business Description [Abstract]  
ORGANIZATION AND BUSINESS DESCRIPTION

1. ORGANIZATION AND BUSINESS DESCRIPTION

 

History of Thunder Power Holdings Limited (“TP Holdings”)

 

TP Holdings is a company incorporated under the laws and regulations of the British Virgin Islands (“BVI”) with limited liability on September 30, 2015. TP Holdings is a parent-holding company with no operations. On June 21, 2024, TP Holdings merged with and into Feutune Light Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Feutune Light Acquisition Corporation (“FLFV”), with Feutune Light Merger Sub, Inc. surviving the merger as a wholly owned subsidiary of FLFV. In connection with the merger, the surviving corporation changed its name to Thunder Power AI Subsidiary, Inc. (“TPAI”). At the same time, FLFV changed its name to Thunder Power Holdings, Inc. (the “Company”).

 

TPAI has one wholly-owned subsidiary, Thunder Power New Energy Vehicle Development Company Limited (“TP NEV”), which was established in accordance with laws and regulations of British Virgin Islands on October 19, 2016.

 

TPAI also setup two branches, namely Thunder Power AI Subsidiary, Inc. (Hong Kong) (“TPAI-HK”) and Thunder Power Holdings Ltd (“TPAI-TW”) in Hong Kong and Taiwan, respectively. Both branches are not legal entities, but rather they have tax identity in their respective jurisdictions.

 

TPAI together with TP NEV, are engaged in design, development and manufacturing of high-performance electric vehicles. As of June 30, 2026 and December 31, 2025, its operations activities were carried out in Taiwan, and its management team is currently split between Taiwan and USA.

 

History of Feutune Light Acquisition Corporation (“FLFV”)

 

FLFV is a blank check company incorporated as a Delaware company on January 19, 2022. FLFV was formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. On July 3, 2023, FLFV incorporated Feutune Light Merger Sub, Inc (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of FLFV. Merger Sub is a holding company with no operations.

 

Reverse recapitalization

 

On June 21, 2024, FLFV consummated its business combination with TP Holdings (the “Business Combination”), pursuant to that certain Agreement and Plan of Merger, dated as of October 26, 2023 (as amended on March 19, 2024 and April 5, 2024, the “Merger Agreement”). The combined company changed its name to “Thunder Power Holdings, Inc.” (the “Company”).

 

Upon closing of the Business Combination, the Company acquired all of the issued and outstanding securities of TP Holdings in exchange for (i) 40,000,000 shares of common stock, par value $0.0001 per share, and (ii) earnout payments consisting of up to an additional 20,000,000 shares of common stock (the “Earnout Shares”) if the Company meets certain revenue performance targets through December 31, 2026 (see “Note 13 – Contingent Consideration”).

 

Immediately after giving effect to the Business Combination, there were (i) 46,859,633 shares of common stock of the Company, par value $0.0001 per share, issued and outstanding (without taking into account the Earnout Shares), (ii) 10,537,475 warrants to purchase 10,537,475 shares of common stock issued and outstanding, and (iii) 20,000,000 shares of common stock reserved for issuance as Earnout Shares and placed in an escrow account managed by Continental Stock Transfer & Trust Company (“CST”). We have also capitalized offering cost of $1,491,495, which was recorded as reduction against additional paid-in capital.

 

Following the consummation of the Business Combination, the combined Company’s common stock began trading on the Nasdaq Global Market (the “Nasdaq”) under the symbol “AIEV” on June 24, 2024.

 

The reverse recapitalization is equivalent to the issuance of securities by TP Holdings for the net monetary assets of FLFV, accompanied by a recapitalization. The Company debited equity for the fair value of the net liabilities of FLFV. In the subsequent financial statements after the Business Combination, the amounts of assets and liabilities for the period before the reverse recapitalization in financial statements are presented as those of TP Holdings and recognized and measured at their pre-combination carrying amounts. The equity account of TP Holdings was carried forward in the reverse recapitalization, subject to adjustments to reflect the par value of the outstanding capital stock of FLFV.

 

As part of the Business Combination, the Company issued 5,279,673 shares of common stock to the shareholders of FLFV, among which 2,443,750 shares of common stock were issued to the Initial Insiders (defined below), 548,761 shares of common stock were issued to Private Shareholders (defined below), 2,227,162 shares of common stock were issued to Public Shareholders (defined below) and 60,000 shares of common stock were issued to the underwriter in FLFV’s initial public offering as representative shares.

 

Initial Insiders were comprised of Feutune Light Sponsor LLC (the “Sponsor”), US Tiger Securities, Inc (“US Tiger”). and certain officers and directors of the Company. The Private Shareholders referred to the Sponsor and US Tiger. The Public Shareholders referred to the shareholders who held the public shares that were issued in the initial public offering of FLFV.

 

Upon closing of the Business Combination, the Company issued an aggregated 90,000 shares of common stock to three independent directors of FLFV. The fair value of these shares was $900,000 by reference to the per share price of $10.00.

 

In connection with the Business Combination, FLFV engaged a third party financial advisor to assist FLFV in locating target businesses, holding meetings with its shareholders to discuss a potential business combination and the target business’ attributes, introduce FLFV to potential investors that are interested in purchasing securities, assist FLFV in obtaining shareholder approval for the business combination and assist with press releases and public filings in connection with a business combination. On June 21, 2024, the Company issued 1,200,000 shares of common stock to the financial advisor as service fees. The fair value of the 1,200,000 shares of common stock issued to the financial advisor was $3,072,000, calculated at $2.56 per share by reference to the Nasdaq closing price of the Company’s common stock on June 21, 2024.

 

Entry into share exchange agreement

 

On December 19, 2024, the Company entered into a Share Exchange Agreement with certain shareholders (the “TW Company Shareholders”) of Electric Power Technology Limited, a Taiwan corporation (“EPT”). On January 27, 2025, the Company and the TW Company Shareholders agreed to execute an amendment to the Share Exchange Agreement, amending, among other things, the share exchange ratio as 119 shares of the Company’s common stock for every 100 ordinary shares of EPT. On April 9, 2026, some of the TW Company Shareholders exchanged a total of 26,783,838 ordinary shares in EPT for an aggregate of 31,872,768 shares of newly issued common stock of the Company. As of June 30, 2026, an aggregate of 1,715,000 shares of EPT remained to be transferred to the Company in exchange for 2,040,850 shares of the Company. The Company expected to close the transfer in a few months. On June 26, 2025, the Company held its 2025 Annual Meeting of Stockholders. At the meeting, the shareholders voted to approve, among others, the share exchanges.

 

On April 9, 2026, the Company issued an aggregate of 31,872,768 shares of its common stock, par value $0.0001 per share (the “Shares”), to six eligible shareholders of EPT, in exchange for an aggregate of 26,783,838 ordinary shares of EPT. The Shares represented approximately 31.07% of the Company’s total issued and outstanding common stock as of the transaction closing date. The Shares were issued in a transaction exempt from the registration requirements of the Securities Act.

 

Re-Domiciliation from Delaware to Nevada

 

On May 8, 2026, our board of directors approved the re-domiciliation of the Company from the State of Delaware to the State of Nevada pursuant to Section 266 of the Delaware General Corporation Law and Sections 92A.195 and 92A.205 of the Nevada Revised Statutes, together with the related Plan of Conversion and new Nevada articles of incorporation and bylaws.

 

Pursuant to the re-domiciliation, each issued and outstanding share of the Company’s common stock converts on a one-for-one basis into common stock of the Nevada corporation; outstanding warrants, options, equity awards and equity incentive plans are assumed and adjusted on a one-for-one basis; and the directors and executive officers of the Company remain unchanged.

 

On June 22, 2026, the Company filed a certificate of conversion with the Secretary of State of the State of Delaware. On June 23, 2026, the Company filed the articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada became effective on June 23, 2026. On June 23, 2026, the Company’s state of incorporation changed from the State of Delaware to the State of Nevada; and the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing amended and restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Nevada and the articles of incorporation filed with the Secretary of State of the State of Nevada (the “Nevada Charter”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”).

 

The Re-domiciliation did not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Re-domiciliation). The Re-domiciliation did not materially affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Re-domiciliation.