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~~ event reported): March 726, 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		The Nasdaq ~~Global~~Capital 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 726, 2025, Thunder Power Holdings, Inc., ~~a Delaware corporation~~ (the “Company”) received aapproval ~~notification letter~~ from the ~~Nasdaq~~ Listing Qualifications ~~department~~ Department of ~~The~~the Nasdaq Stock Market ~~LLC~~ (“Nasdaq”) ~~stating~~to ~~that~~transfer the ~~Company~~listing ~~has~~of ~~not regained compliance with Nasdaq Listing Rules 5450(a)(1), which requires~~ the Company’s ~~listed~~common ~~securities~~stock ~~to maintain a minimum bid price of $1.00 per share~~ (~~the~~ “~~Bid Price~~Common ~~Rule~~Stock”) from ~~and~~the ~~5450(b)(2)(A),~~Nasdaq ~~which~~Global ~~requires~~Market ~~the Company~~ to ~~maintain~~the aNasdaq ~~minimum~~Capital Market ~~Value of Listed Securities~~ (~~“MVLS”) of $50,000,000 (~~the “~~MVLS~~Approval ~~Rule~~Letter”). ~~Accordingly,~~The ~~the Nasdaq Staff has determined that the~~ Company’s ~~securities~~Common ~~will~~Stock bewas transferred ~~delisted~~to ~~from~~ the Nasdaq ~~Global~~Capital Market. ~~Unless the Company requests an appeal of Nasdaq’s determination, trading of the Company’s common stock will be suspended~~ at the opening of business on March 1828, 2025, and ~~a Form 25-NSE~~ will becontinue ~~filed with the Securities and Exchange~~to ~~Commission,~~trade ~~which~~under ~~will remove~~ the ~~Company’s~~symbol ~~securities from listing and registration on The Nasdaq Stock Market~~“AIEV.”

As previously disclosed in, ~~the Company’s Current Report~~ on ~~Form 8-K filed on~~ September 64, 2024, Nasdaq notified the Company ~~on September 4, 2024~~ that, based upon the closing bid price for the Company’s common stock for the 30 prior consecutive business days, the Company no longer ~~satisfied~~complied Nasdaq Listing Rules 5450(a)(1), which requires the Company’s listed securities to maintain a minimum bid price of $1.00 per share (the “Bid Price ~~Rule~~Requirement”), and 5450(b)(2)(A), ~~that~~which itrequires ~~had~~the ~~been~~Company ~~provided~~to maintain a ~~180-calendar~~minimum ~~day~~Market ~~grace~~Value ~~period~~of toListed ~~regain~~Securities ~~compliance~~(“MVLS”) ~~with that requirement~~of $50,000,000 ~~through March~~(the 3,“Prior ~~2025~~MVLS Requirement”). As previously disclosed, inon March 7, 2025, the ~~same~~Company ~~Form~~received ~~8-K,~~written notice from Nasdaq, ~~also~~notifying ~~notified~~ the Company that, itthe ~~was~~Company has not inregained compliance with the ~~MVLS~~Bid ~~Rule~~Price ~~based~~Requirement and the Prior ~~upon~~MVLS Requirement. Accordingly, the Nasdaq Staff has determined that the Company’s securities ~~MVLS~~will ~~for~~be delisted from the ~~previous~~Nasdaq 30Global ~~consecutive~~Market. ~~business~~Unless ~~days~~the Company requests an appeal of Nasdaq’s determination, trading ~~and~~of ~~that~~the itCompany’s ~~had~~common ~~been~~stock ~~provided~~will be suspended at the opening of business on March 18, 2025, and a ~~180~~Form 25-~~calendar~~NSE ~~day~~will be ~~grace~~filed ~~period to~~with ~~regain~~the ~~compliance~~Securities ~~with~~and ~~that~~Exchange ~~requirement~~Commission, ~~through~~which ~~March~~will 3,remove ~~2025~~the Company’s securities from listing and registration on The Nasdaq Stock Market.

In accordance with Nasdaq’s procedures ~~set forth in the Nasdaq Listing Rule 5800 Series~~, the Company ~~may~~has ~~appeal~~requested ~~Nasdaq’s determination by requesting~~ a hearing (the “Hearing”) before the Hearings Panel (the “Panel”) to seek continued listing. This request for a Hearing ~~will~~ ~~stay~~stayed the suspension of the Company’s securities and the filing of a Form 25-NSE pending the Panel’s decision. ~~The Company intends to submit a request for a Hearing to Nasdaq prior to the March 14, 2025 deadline.~~

~~The~~Following ~~Company intends to submit a plan to regain compliance with~~ the ~~continued~~transfer ~~listing requirements to the Panel as part~~ of the ~~Hearing process. As noted in the~~ Company’s ~~prior~~ ~~Form~~Common ~~8-K,~~Stock ~~the Company intends~~ to ~~monitor~~ the ~~closing~~Nasdaq ~~bid~~Capital ~~price~~Market ofon ~~the~~March ~~Common~~28, ~~Stock~~2025, ~~and MVLS of~~ the Company ~~and,~~is ~~when~~now ~~needed,~~subject ~~may consider~~to ~~implementing~~continued ~~available~~listing ~~and~~requirements of ~~appropriate~~the ~~options including a reverse stock split, transfer to~~ Nasdaq Capital Market. toThe ~~regain~~Prior ~~compliance with the Bid Price Rule and~~ MVLS ~~Rule.~~Requirement ~~There~~is ~~can be~~ no ~~assurance~~longer ~~that~~applicable ~~Nasdaq will accept the Company’s compliance plan, that the Company will be able~~ to ~~regain compliance with~~ the ~~Bid Price Rule and MVLS Rule, or that the~~ Company ~~will otherwise be in compliance with the listing requirements of Nasdaq~~.

~~This~~In ~~Current~~the ~~Report~~Approval onLetter, ~~Form~~Nasdaq ~~8-K~~notified isthe ~~filed~~Company tothat ~~satisfy~~ the ~~obligation~~Company ~~under~~is non-compliant with Nasdaq Capital Market Listing Rule ~~5810~~5555(ba) ~~and Item 3.01~~(a1) of, ~~Form~~which ~~8-K~~requires ~~that~~ the Company to ~~publicly~~comply ~~disclose~~ with the ~~receipt~~same ofBid ~~the~~Price ~~notice~~Requirement. byThe ~~the~~Company ~~Nasdaq~~intends ~~within~~to ~~four~~submit ~~(4)~~a ~~business~~plan ~~days~~to ~~following~~regain compliance with the ~~receipt~~continued listing requirements to the Panel as part of ~~such~~the ~~notice~~Hearing process.

The Company may be granted up to an additional 180-day extension by Nasdaq (the “New Compliance Period”), subject to the Company’s compliance with the continued listing requirements of the Nasdaq Capital Market (other than the Bid Price Requirement). The Company’s Common Stock will be listed and traded on the Nasdaq Capital Market from March 28, 2025, if granted, through the New Compliance Period.

If, at any time before the expiration of the New Compliance Period, if granted by Nasdaq, the bid price of the Company’s Common Stock is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance to the Company and this matter will be closed with respect to the New Bid Price Requirement.

The Company will continue to actively monitor the closing bid price of its Common Stock and will evaluate available options to resolve the deficiency and regain compliance with the Bid Price Requirement. Notwithstanding the foregoing, however, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement with respect to its Common Stock or will otherwise be in compliance with other applicable Nasdaq listing criteria, generally or for purposes of qualifying for the New Compliance Period, or that the Company will be able to successfully implement a reverse stock split if it decides to pursue one.

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: March 12, 2025	By:	/s/ Pok Man Ho
Dated: March 28, 2025	By:	/s/ Pok Man Ho
	Name:	Pok Man Ho Interim
	Title:	~~Interim~~ Chief Financial Officer

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