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

THUNDER POWER HOLDINGS, INC. Up to 17,616,408Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated November 12, 2024 (as supplemented or amendedfrom time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-283040), withthe information contained in our annual report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March31, 2025 (the “Form 10-K”). Accordingly, we have attached the Form 10-K to this prospectus supplement. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with theProspectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that theinformation in this prospectus supplement updates or supersedes the information 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 priceof our Common Stock was $0.15. Neither the SEC nor any state securities commission has approved or disapproved of the securities or passed upon theaccuracy or adequacy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense. Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read thediscussion of material risks of investing in such securities under “Risk Factors” section of the 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 ACT OF 1934 For the fiscal year ended December31, 2024 OR Commission file number: 001-41424 Thunder Power Holdings, Inc.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period 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). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $73,331,275 based on the closingsales price on the Nasdaq Stock Market LLC on June 28, 2024, the last business day of the registrants most recently completed secondfiscal quarter. As of March 24, there were 70,724,664 shares of common stock, par value $0.0001 per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents Cautionary Note Regarding Forward-Looking StatementsiiPART IItem