Thunder Power Holdings Inc美股招股说明书(2025-04-02版)

THUNDER POWER HOLDINGS, INC. Up to 17,616,408 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated November 12, 2024 (assupplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement onForm S-1 (Registration No. 333-283040), with the information contained in our annual report on Form 10-K, filedwith the Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “Form 10-K”). Accordingly, wehave attached the Form 10-K to this prospectus supplement. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be readin conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified byreference thereto, except to the extent that the information in this prospectus supplement updates or supersedes theinformation contained in the Prospectus. Our Common Stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “AIEV.” On April 1,2025, the closing price of our Common Stock was $0.15. Neither the SEC nor any state securities commission has approved or disapproved of the securities orpassed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representationto the contrary is a criminal offense. Investing in our securities involves a high degree of risk. Before buying any of our securities, you shouldcarefully read the discussion of material risks of investing in such securities under “Risk Factors” section ofthe Prospectus. The date of this prospectus supplement is April 2, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Commission file number: 001-41424 Thunder Power Holdings, Inc.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. YesNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to § 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was$73,331,275 based on the closing sales price on the Nasdaq Stock Market LLC on June 28, 2024, the last businessday of the registrants most recently completed second fiscal quarter. As of Ma