WILMINGTON, Del., March 31, 2025 /PRNewswire/ -- Thunder Power Holdings, Inc. (NASDAQ: AIEV) ("Thunder Power" or the "Company"), a technology innovator and developer of premium passenger Electric Vehicles (EVs), today announced its financial results for full fiscal year 2024 along with several key developments aimed at enhancing its market position and driving future growth. The Company also announced the transfer of listing in the United States from the Nasdaq Global Market to the Nasdaq Capital Market, effective on March 28, 2025.
Pending Share Exchange Transaction with Electric Power Technology Limited
On February 10, 2025, Thunder Power executed an Amendment Agreement (the "Amendment") with certain shareholders ("TW Shareholders") of Electric Power Technology Limited ("TW Company"). This Amendment amended the Share Exchange Agreement dated December 19, 2024 between the Company and TW Shareholders. The Company expect to issue approximately 37.6 million shares of the Company's common stock for approximately 31.6 million ordinary shares in TW Company. The closing of the transaction is subject to shareholder and regulatory approvals.
The TW Company is currently focused on the acquisition and development of solar power generation projects and the development of energy storage businesses. On March 4, 2025, TW Company announced that it entered into equity trading agreements with shareholders of Laiyang Solar Energy Co. (Laiyang) and Jinlaiyang Solar Energy Co. (Jinlaiyang) for the purchase of 4.4 megawatts generation capacity, which are expected to provide additional solar energy exposure for both TW Company and Thunder Power. Solar generation in Taiwan represented 5% of the electricity market in 2024. The Taiwanese government has set a target for 15% of the island's electricity to come from renewable energy sources by 2025. Solar is forecasted to grow to 35% of total installed generation capacity by 2035. TW Company is listed on the Taipei Exchange under the code 4529.
Taiwan represents an important market for Thunder Power, as it is designated as the launch market for its first EV. The combination of electricity generation and mobility will offer multiple commercial benefits.
Christopher Nicoll, Chief Executive Officer of Thunder Power, commented, "Once the share exchange is approved, this transaction is expected to provide Thunder Power with an initial stream of revenue and further diversify AIEV as a green energy solution provider. AIEV is focused on addressing strategic gaps in the EV sector combined with a diversified approach across the clean energy value chain. Electric Power Technology is developing a growing position within the solar power industry, and we are excited to launch this partnership to deliver innovative power solutions to a variety of end markets going forward. We view this transaction as a deliberate next step to expand our capabilities and enter adjacent environmentally sustainable fields as we work to bring our EV's to market. We look forward to sharing additional exciting developments in the coming quarters."
Thunder Power Announces Transfer of Listing from Nasdaq Global Market to Nasdaq Capital Market (NASDAQ-CM)
On March 26, 2025, the Company received approval from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq") to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market. The transfer of the Company's listing to the Capital Market is not expected to have any impact on trading in the Company's common stock, which will continue to trade under the symbol "AIEV".
The Nasdaq Capital Market (NASDAQ-CM), previously known as the Nasdaq SmallCap Market, serves smaller capitalization companies with less stringent financial and liquidity listing requirements. The Nasdaq Capital Market benefits smaller companies focused on raising capital and lists a wide variety of companies, including those from technology, biotechnology, and other sectors.
"We believe listing on the Nasdaq Capital Market is more reflective of AIEV at this stage in our development, allowing us to focus on generating revenue, improving our balance sheet, and giving us more financial flexibility. This listing transfer, along with our pending stake in Electric Power Technology, positions the Company favorably for future growth," concluded Nicoll.
Thunder Power's securities began trading on NASDAQ-CM on March 28, 2025.
Full Year 2024 Financial Highlights:
Revenues were nil, consistent with the same period in 2023
Operating expenses were approximately $2.4 million, compared to $1.8 million in the prior year. The changes were primarily attributable to a $0.3 million increase in general and administrative expenses related to professional fees incurred to support the closing of the Business Combination, and a $0.7 million increase in share-based compensation expense as we issued 90,000 shares of common stock to three independent directors of FLFV at the consummation of the Business Combination, partially offset by a decrease in share-based settlement expenses of approximately $0.5 million
Net loss was approximately $2.4 million, compared to a net loss $1.8 million for the same period in 2023
Commenting on the Company's financial results, Nicoll continued, "As we look ahead to 2025, AIEV intends to capitalize on a number of strategic opportunities within the green energy market. We are focused on increasing and diversifying our revenue streams to further develop and deploy our EVs, driving sustainable growth and strengthening our financial footing. Additionally, once the Electric Power Technology transaction is completed, we will continue to pursue additional strategic targets in the attractive green energy landscape throughout 2025 and beyond."
About Thunder Power Holdings, Inc.
Thunder Power is a technology innovator and a developer of innovative electric vehicles ("EVs"). The Company has developed several proprietary technologies, which are the building blocks of the Thunder Power family of EVs. The Company is focused on design and development of high-performance EVs, targeting markets initially in Asia & Europe. Thunder Power's acquisition strategy is focused on addressing strategic gaps in the EV sector combined with a diversified approach across the clean energy value chain. For more information, please visit: https://aiev.ai/.
This press release contains certain statements that may include "forward-looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminologies such as "believes," "expects" or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results or outcomes could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including but not limited to, (i) operational risks, such as the Company's ability to successfully execute on its business plan, its ability to complete the acquisition of Electric Power Technology Limited; its ability to receive stockholder approval to issue its common stock in relation to the Share Exchange Agreement; its ability to successfully acquire assets on terms that are favorable to the Company; its ability to integrate acquired assets effectively; and its ability to adapt operations in response to accidents, extreme weather events, natural disasters, and related economic effects; (ii) regulatory and compliance risks, such as the impact of new or amended governmental laws and regulations, including tariffs, clean energy policies, and environmental standards; changes in tax laws or tax-related matters; its ability to receive a successful audit outcome under Generally Accepted Accounting Standards; and its ability to maintain its listing on the Nasdaq Global Market or successfully transfer its listing to the Nasdaq Capital Market; (iii) financial risks, such as the Company's liquidity position and ability to obtain additional financing, if necessary; foreign currency exchange rate fluctuations; interest rate volatility; the Company's current pre-revenue status and uncertainties surrounding its ability to generate revenue in the future, including potential delays in product development, market acceptance, or achieving profitability; (iv) market and industry risks, such as fluctuations in consumer acceptance and demand for electric vehicles; competition within the EV sector; the Company's ability to integrate solar power technology into its products as part of clean energy innovation initiatives; fluctuations in the availability and cost of raw materials critical for EV production; and advancements in battery technology or alternative energy solutions that may impact market dynamics, and (v) such known factors as are detailed in the Company's final proxy statement/prospectus pursuant to rule 424(b)(3) filed with the Securities and Exchange Commission on May 17, 2024, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time and available on the SEC's website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors and those reported in the Company's filings with the Securities and Exchange Commission. Other than as required under the applicable securities laws, the Company does not assume a duty to update these forward-looking statements, except as required by applicable laws, regulations or rules.
THUNDER POWER HOLDINGS, INC.
(f/k/a Feutune Light Acquisition Corporation) CONSOLIDATED BALANCE SHEETS As of December 31, 2024 and 2023 (Expressed in U.S. dollar, except for the number of shares)
December 31, 2024
December 31, 2023
ASSETS
Current Assets
Cash
$
52,616
$
196,907
Deferred offering costs
—
429,750
Prepaid expenses for forward purchase contract
13,114,964
—
Other current assets
382,865
623,221
Total Current Assets
13,550,445
1,249,878
Non-current Assets
Property and equipment, net
—
1,974
Right of use assets
4,614
5,740
Total Non-current Assets
4,614
7,714
Total Assets
$
13,555,059
$
1,257,592
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Advance of subscription fees from shareholders
$
—
$
590,000
Amount due to related parties
1,766,287
68,992
Other payable and accrued expenses
2,340,440
97,297
Lease liabilities
3,455
—
Underwriter fee payable
2,921,250
—
Total Current Liabilities
7,031,432
756,289
Total Liabilities
7,031,432
756,289
Commitments and Contingencies
Shareholders' Equity
Common stock ($0.0001 par value, 1,000,000,000 shares authorized; 50,724,664 and 37,488,807 shares issued and outstanding at December 31, 2024 and 2023, respectively)*
5,073
3,749
Additional paid-in capital*
43,450,667
34,927,449
Accumulated loss
(36,932,246)
(34,429,895)
Accumulated other comprehensive income
133
—
Total Shareholders' Equity
6,523,627
501,303
Total Liabilities and Shareholders' Equity
$
13,555,059
$
1,257,592
*
The share information and additional paid-in capital are presented on a retroactive basis to reflect the reverse recapitalization on June 21, 2024
THUNDER POWER HOLDINGS, INC.
(f/k/a Feutune Light Acquisition Corporation) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Years Ended December 31, 2024 and 2023 (Expressed in U.S. dollar, except for the number of shares and loss per share)
For the Year Ended December 31,
2024
2023
Revenues
$
—
$
—
Operating expenses
General and administrative expenses
(2,502,190)
(1,815,071)
Total operating expenses
(2,502,190)
(1,815,071)
Other income (expenses)
Interest income, net
51
—
Foreign currency exchange loss
(212)
(573)
Total other expenses, net
(161)
(573)
Loss before income taxes
(2,502,351)
(1,815,644)
Income tax expenses
—
—
Net loss
(2,502,351)
(1,815,644)
Other comprehensive income
Foreign currency adjustments
133
—
Comprehensive loss
$
(2,502,218)
$
(1,815,644)
Loss per share – basic and diluted*
$
(0.06)
$
(0.05)
Weighted average shares – basic and diluted*
44,736,947
34,870,846
*
The shares and per share information are presented on a retroactive basis to reflect the reverse recapitalization on June 21, 2024
THUNDER POWER HOLDINGS, INC. (f/k/a Feutune Light Acquisition Corporation) CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICITS) For the Years Ended December 31, 2024 and 2023 (Expressed in U.S. dollar, except for the number of shares)
Common stock
Additional
Accumulated other
Total shareholders'
Number of stock*
Amount*
paid-in capital *
Accumulated loss
comprehensive income
equity (deficits)
Balance as of December 31, 2022
31,754,844
$
3,175
$
32,091,251
$
(32,614,251)
$
—
$
(519,825)
Capital injection from shareholders
5,583,236
559
2,762,215
—
—
2,762,774
Issuance of ordinary shares to a related party to settle liabilities due to the related party
150,727
15
73,938
—
—
73,953
Share-based compensation
—
—
45
—
—
45
Net loss
(1,815,644)
—
(1,815,644)
Balance as of December 31, 2023
37,488,807
$
3,749
$
34,927,449
$
(34,429,895)
$
—
$
501,303
Capital injection from shareholders
2,511,193
251
946,549
—
—
946,800
Reverse recapitalization
5,279,673
528
3,911,563
—
—
3,912,091
Issuance of common stock to a financial advisor
1,200,000
120
(120)
—
—
—
Issuance of common stock to independent directors
90,000
9
899,991
—
—
900,000
Share-based compensation
—
—
107,712
—
—
107,712
Settlement of working capital loans
289,960
29
2,635,971
—
—
2,636,000
Issuance of ordinary shares pursuant to forward purchase contracts
3,706,461
371
(371)
—
—
—
Issuance of ordinary shares pursuant to a private placement
150,000
15
(15)
—
—
—
Share-based compensation to non-employees
8,570
1
21,938
—
—
21,939
Net loss
—
—
—
(2,502,351)
—
(2,502,351)
Foreign exchange adjustments
—
—
—
—
133
133
Balance as of December 31, 2024
50,724,664
$
5,073
$
43,450,667
$
(36,932,246)
$
133
$
6,523,627
*
The share information and additional paid-in capital are presented on a retroactive basis to reflect the reverse recapitalization on June 21, 2024
THUNDER POWER HOLDINGS, INC. (f/k/a Feutune Light Acquisition Corporation) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2024 and 2023 (Expressed in U.S. dollar)
For the Year Ended December 31,
2024
2023
Cash flows from operating activities:
Net loss
$
(2,502,351)
$
(1,815,644)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses
1,974
4,366
Amortization of right of use assets
26,995
26,718
Share-based compensation
1,007,712
331,295
Share-based settlement expenses
—
479,174
Changes in operating assets and liabilities:
Other current assets
(6,997)
(8,221)
Amount due to related parties
130,735
236,803
Other payable and accrued expenses
137,093
86,269
Lease liabilities
(22,414)
511
Net cash used in operating activities
(1,227,253)
(658,729)
Cash flows from investing activities:
Cash acquired in reverse capitalization
929,302
—
Net cash provided by investing activities
929,302
—
Cash flows from financing activities:
Subscription fees advanced from shareholders
—
1,750,000
Subscription fees received from shareholders
356,800
—
Payment of offering cost
(999,700)
(429,750)
Return of subscription fees to an investor
—
(100,000)
Borrowings from related parties
1,051,560
—
Repayment of borrowings to a related party
(25,000)
—
Payment of extension loans
(380,000)
(300,000)
Payment of extension loans on behalf of a third party
—
(315,000)
Proceeds of prepayment shortfall under forward purchase contract
150,000
—
Net cash provided by financing activities
153,660
605,250
Net decrease in cash
(144,291)
(53,479)
Cash at beginning of year
196,907
250,386
Cash at end of year
$
52,616
$
196,907
Supplemental cash flow information
Cash paid for interest expense
$
—
$
—
Cash paid for income tax
$
—
$
—
Non-cash investing and financing activities
Operating lease right-of-use assets obtained in exchange for operating lease liabilities
$
25,824
$
—
Transfer of advance of subscription fees from shareholders to equity
$
590,000
$
1,460,000
Payable of expenses directly related to the business combination
$
1,353,913
—
Issuance of ordinary shares to settle the liabilities due to a controlling shareholder
$
—
$
609,958
Issuance of ordinary shares to settle the liabilities due to a related party
$
—
$
56,346
Issuance of ordinary shares to settle working capital loans
$
2,636,000
$
—
Share based compensation to a non-employee as part of offering cost
