UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, 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 December 31,
 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission file number: 001-41424

 Thunder Power Holdings, Inc.

 (Exact name of registrant as specified in its
charter)

 Delaware

 87-4620515

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 221 W 9th St #848

 Wilmington, Delaware 19801

(Address of principal executive offices)

 (909) 214-2482

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Shares of Common Stock, $0.0001 par value per share

 AIEV

 The Nasdaq Capital Market

 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 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 Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports); and (2) has been 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 to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required 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 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 Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.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 financial statements of the registrant included 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-based compensation 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 closing sales price on the Nasdaq Stock Market LLC
on June 28, 2024, the last business day of the registrants most recently completed second fiscal 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.

 1 As of latest practicable
date, to be within 3-5 days before 10-K

 Page

 Cautionary
 Note Regarding Forward-Looking Statements

 ii

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion
 and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative
 Disclosures About Market Risk

 Item 8.

 Financial Statements and
 Supplementary Data

 Item 9.

 Changes in and Disagreements
 With Accountants on Accounting and Financial Disclosures

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign
 Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers
 and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain
 Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and
 Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees
 and Services

 Item 15.

 Exhibits, Financial Statement
 Schedules

 Item 16.

 Form 10-K Summary

 SIGNATURES

 i

 CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS

 This Annual Report on Form
10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities
Act") and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") that are based on our
management's beliefs and assumptions and on information currently available to management, and which statements involve substantial
risk and uncertainties. All statements contained in this Annual Report on Form 10-K other than statements of historical fact are forward-looking
statements.

 Forward-looking statements include information
regarding our future plans and goals, as well as our expectations with respect to:

 Our
 business strategy and future growth prospects;

 Our
 industry;

 Our
 future profitability, cash flows and liquidity;

 Our
 financial strategy, budget, projections and operating results;

 The
 amount, nature and timing of our capital expenditures and the impact of such expenditures
 on our performance;

 The
 availability and terms of capital;

 Our
 research, development and production activities;

 The
 market for our future products and services;

 Competition
 within our industry;

 Government
 regulations; and

 General
 economic conditions.

 These forward-looking statements
may be accompanied by words such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "outlook," "plan," "possible,"
"become," "potential," "predict," "project," "should," "would,"
"likely," "future," "budget," "pursue," "seek," "target,", "objective,"
"opportunity," "mission," "goal," "positioned" and similar expressions that are predictions
of or indications of future events or trends that do not relate to historical matters, but the absence of these words does not mean that
a statement is not forward-looking.

 Our actual results to differ
materially from those described in forward-looking statements due to factors beyond our control, which include, but not limited to, the
following:

 the
 ability of the Company to maintain the listing of its Common Stock on Nasdaq, and the potential
 liquidity and trading of such securities;

 the
 effect of existing and future laws and governmental regulations (or interpretations thereof)
 on us, and on our current or future suppliers;

 ii

 a
 decline in demand for electronic vehicles;

 the
 price and availability of competitor's products and services, including those manufactured
 or provided by manufacturers of non-electric vehicles;

 the
 Company's ability to acquire or license rights to intellectual property and technologies
 that are at the core of the Company's planned products, on acceptable terms and in
 a timely manner;

 the
 Company's ability to obtain, maintain, protect and enforce intellectual property rights,
 including those obtained through any future intellectual property licensing agreements;

 make
 milestone, royalty or other payments due under any license or collaboration agreements;

 uncertainty
 related to the timing, pace and extent of an economic recovery in the United States and elsewhere,
 which in turn will likely affect demand for our products and services;

 inflationary
 factors, such as increases in labor costs, material costs and overhead costs;

 the
 financial and business performance of the Company, including financial projections and business
 metrics and any underlying assumptions thereunder;

 the
 Company's ability to successfully and timely develop and market its technology and
 products, and otherwise implement its growth strategy;

 risks
 relating to the Company's operations and business, including information technology
 and cybersecurity risks, potential deterioration in relationships between the Company and
 its employees;

 introduction
 of new technologies or services by competitors in our industry, including using new technologies
 subject to patent or other intellection property protections;

 risks
 relating to potential disruption of current plans, operations and infrastructure of the Company
 as a result of the consummation of the Business Combination;

 risks
 that the post-combination company experiences difficulties managing its growth and expanding
 operations;

 the
 impact of geopolitical, macroeconomic and market conditions, including the ongoing war between
 Russia and Ukraine, the war between Israel and Hamas, and the global response to such hostilities
 which may negatively impact our operating results;

 the
 ability to successfully select, execute or integrate future acquisitions into the business;

 operating
 hazards, natural disasters, weather-related delays and other matters beyond our control;

 acts
 of terrorism, war or political or civil unrest in the United States or beyond;

 federal,
 state and local regulations impacting any aspect of our research, production and development
 activities, including public pressure on governmental bodies and regulatory agencies to regulate
 our industry;

 the
 effects of any future litigation; and

 other
 risks and uncertainties set forth in this prospectus in the section entitled " Risk
 Factors ".

 iii

 You should not rely upon
forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report
on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business,
financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is
subject to risks, uncertainties, and other factors described in the section titled "Risk Factors" and elsewhere in this Annual
Report on Form 10-K. We undertake no obligation to update any forward-looking statements after the date of this Annual Report on Form
10-K or to conform such statements to actual results or revised expectations, except as required by law.

 MARKET DATA AND FORECASTS

 We are responsible for the
disclosures contained in this Annual Report on Form 10-K. However, unless otherwise indicated, information in this Annual Report on Form
10-K concerning economic conditions, our industry, our markets and our competitive position is based on information obtained from a variety
of sources, including information from independent industry analysts and publications, as well as our own estimates and research.

 Our estimates are derived
from publicly available information released by third parties, as well as data from our internal research, and are based on such data
and our knowledge of our industry, which we believe to be reasonable. None of the independent industry publications discussed in this
Annual Report on Form 10-K were prepared on our behalf.

 In presenting this information,
we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of,
and our experience to date in, the markets in which we operate. Market and industry data, which is derived in part from management's
estimates and beliefs, are subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering
process and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions and estimates of
the future performance of the markets in which we operate, and our future performance are necessarily subject to uncertainty and risk
due to a variety of factors, including those described in the subsection entitled "Risk Factors" under Part I, Item 1A of
this Annual Report on Form 10-K. These and other factors could cause results to differ materially from those expressed in the estimates
made by third parties and by us.

 iv

 Summary Risk Factors

 Investing in our common
stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as further described below.
The occurrence of any such risks could adversely affect our business, financial condition, results of operations and prospects. The principal
factors and uncertainties that make investing in our common stock speculative or risky include, among others:

 Our
limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment;

 The
success of our business may depend on attracting prospective customers and retaining sufficient capital to commence mass production.
If we are unable to do so, we may not be able to achieve profitability;

 Our
business model has yet to be tested and any failure to commercialize our strategic plans would have an adverse effect on our operating
results and business, harm our reputation and could result in substantial liabilities that exceed our resources;

 Our
business and prospects will depend significantly on our brand;

 We
are actively negotiating with our affiliates to license the intellectual property and technology rights at the core of our business plan,
and our inability to obtain and maintain these licenses could materially affect our business, financial condition, and operating results.

 We
are subject to substantial laws and regulations that could impose substantial costs, legal prohibitions or unfavorable changes upon our
operations or products, and any failure to comply with these laws and regulations, including as they evolve, could substantially harm
our business and results of operations;

 In
the future, if we develop or acquire proprietary intellectual property, protecting such intellectual property will be critical to our
operations and we may suffer competitive harm from infringement on such rights;

 We
may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully
defend or insure against such claims;

 We
are subject to various environmental, health and safety laws and regulations that could impose substantial costs on us and cause delays
in building and subsequently expanding our production facilities;

 We
are subject to risks associated with autonomous driving and advanced driver assistance system technology, and we cannot guarantee that
our vehicles will achieve our targeted assisted or autonomous driving functionality within our projected timeframe, if ever;

 We
face risks associated with international operations, including unfavorable regulatory, political, tax and labor conditions, which could
harm our business.

 We
have not yet commenced mass production, and any significant delay in the design, manufacture, launch and financing could make it difficult
for us to commence production and harm our business and prospects;

 Our
prospect for future growth depends upon our ability to establish and maintain relationships with our potential suppliers and source suppliers
for our critical components, and to completely build out our supply chain, while effectively managing the risks due to such relationships;

 The
 automotive market is highly competitive, and we may not be successful in competing in this
 industry;

 Developments
 in electric vehicle or alternative fuel technology or improvements in the internal combustion
 engine may adversely affect the demand for our vehicles;

 v

 Increases
in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors, could harm our business;

 We
must develop complex software and technology systems, including in coordination with vendors and suppliers, in order to produce our electric
vehicles, and there can be no assurance such systems will be successfully developed;

 We
rely on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational
performance, safety, security and costs;

 If
 our vehicles fail to perform as expected, our ability to develop, market and sell or lease
 our products could be harmed;

 Our
 vehicles will make use of lithium-ion battery cells, which have been observed to catch fire
 or vent smoke and flame.

 Thunder
 Power's management has limited experience in operating a public company;

 Any
 unauthorized control, manipulation, interruption or compromise of or access to our products
 or information technology systems could result in loss of confidence in us and our products,
 harm our business and materially adversely affect our financial performance, results of operations
 or prospects;

 We
 are subject to evolving laws, regulations, standards, policies, and contractual obligations
 related to data privacy and security, and any actual or perceived failure to comply with
 such obligations could harm our reputation and brand, subject us to significant fines and
 liability, or otherwise adversely affect our business.

 We
 are an "emerging growth company" and the reduced disclosure requirements applicable
 to emerging growth companies may make our Common Stock less attractive to investors and may
 make it more difficult to compare our financial performance with other public companies;

 Future
 sales and issuances of Common Stock or rights to purchase Common Stock could result in additional
 dilution to our stockholders and could cause the price of our Common Stock to decline;

 Anti-takeover
 provisions in our governing documents and under Delaware law could make an acquisition of
 us more difficult, limit attempts by our stockholders to replace or remove our current management
 and limit the market price of our Common Stock;

 We
 may need to raise additional funds and these funds may not be available to us when needed.
 If we cannot raise additional funds when we need them, our business, prospects, financial
 condition and operating results could be negatively affected;

 Our
 financial results may vary significantly from quarter to quarter;

 Unanticipated
 changes in effective tax rates or adverse outcomes resulting from examination of our income
 or other tax returns could adversely affect our financial condition and results of operations.

 We
 are not in compliance with the Nasdaq continued listing requirements. If we are unable to
 comply with the continued listing requirements of The Nasdaq Capital Market, our common stock
 could be delisted, which could affect our common stock's market price and liquidity
 and reduce our ability to raise capital.

 Our operating results and
 growth strategies will be closely tied to the success of our future franchise partners and we have limited control with respect to
 their operations. Additionally, our future franchise partners' interests may conflict or diverge with our interests in the
 future, which could have a negative impact on our business.

 vi

 Item 1. Business

 Corporate History and Background

 FLFV

 Prior to June 21, 2024,
we were known as Feutune Light Acquisition Corporation, a Delaware corporation ("FLFV"), and Feutune Light Merger Sub, Inc.,
a Delaware corporation and wholly owned subsidiary of FLFV ("Merger Sub"). On October 26, 2023, we entered into a business
combination agreement (as amended, the "Business Combination Agreement") with Thunder Power Holdings Limited, a British Virgin
Islands company ("Thunder Power"), pursuant to which on June 21, 2024, Thunder Power merged with and into Merger Sub, with
Merger Sub surviving the merger as a wholly owned subsidiary of FLFV (the "Merger" and, together with the other transactions
contemplated by the Business Combination Agreement and any other agreement executed and delivered in connection therewith, the "Business
Combination"). At the closing of the Business Combination, FLFV was renamed as "Thunder Power
Holdings, Inc." Unless the context indicates otherwise, references in this prospectus to the "Company," "Thunder
Power Holdings," "we," "us," "our" and similar terms refer to Thunder Power Holdings, Inc.
(f/k/a Feutune Light Acquisition Corporation). References to "FLFV" refer to our predecessor company prior to the consummation
of the Business Combination.

 Thunder Power

 On March 21, 2013, Thunder
Power Hong Kong Ltd. ("TP HK") was established as a wholly owned subsidiary of Thunder Power with the intention to act as
a financial and operational hub of Thunder Power, to deal with various corporate actions such as fundraising, back-office operations
and bridge the operations between China and Europe. On April 8, 2016, China New Energy Vehicle Company Limited ("China NEV")
was established as a subsidiary of Thunder Power. On August 6, 2021, the Board of Directors of the Thunder Power approved the spin-off
of China NEV and TP HK, and the transaction was completed on December 14, 2021 with no cash consideration. Upon consummation of the spin-off,
Thunder Power no longer holds any equity shares in China NEV and TP HK and retains only one 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.

 Our Company

 Thunder Power is a technology
innovator and a prospective manufacturer of premium electric vehicles ("EVs"). The Company has developed several proprietary
technologies which are the building blocks of the Thunder Power family of EVs. Thunder Power Holdings, Inc., a Delaware corporation,
was incorporated in January 2022 as a blank check company under the name Feutune Light Acquisition Corporation ("FLFV").
In June 2024, the Company completed its Business Combination with Thunder Power Holdings Limited ("Thunder Power"), which
resulted in Thunder Power becoming a wholly-owned subsidiary of the Company. Thunder Power's wholly-owned subsidiary, Thunder Power
New Energy Vehicle Development Company Limited, a company established in accordance with the laws and regulations of the British Virgin
Islands on October 19, 2016 ("TP NEV"), has developed several proprietary technologies which are the building blocks of the
Thunder Power family of EVs. Thunder Power is a holding company with no operations that was incorporated under the laws and regulations
of the British Virgin Islands with limited liability on September 30, 2015.

 You can find additional
information on our website at  The information contained on, or that can be accessed through, our website is not part of,
and is not incorporated into, this Annual Report on Form 10-K.

 Our Business Divisions

 We envision to structure
our operations into three different divisions: vehicle development, strategic alliance and mergers and acquisitions, and trade and consulting,
each of which intend to address a large, fragmented market.

 Vehicle Development

 Thunder Power is strategically
focused on the development and production of electric vehicles (EVs) that combine timeless Italian design with an emphasis on delivering
a joyful and engaging driving experience at an accessible price point. The Company's vehicle development efforts are structured
around three core series: Core Products, Niche Offerings, and Collaborative Projects.

 Core Product

 At the heart of Thunder
Power's product portfolio is the Compact City Car, which is scheduled for launch in 2027. This model integrates Thunder Power's
proprietary innovations, developed prior to its public listing, with state-of-the-art technical solutions. The vehicle's design
is led by renown European designer, ensuring a blend of functionality and aesthetic appeal. We expect to outsource the initial production
to facilities in Italy, with an option for insourced production beginning in 2029.

 Key features of our Compact
City Car include:

 Italian
 Craftsmanship: An affordable, compact sports car that reflects Italian design, quality, and
 driving spirit.

 Driver-Focused
 Experience: Engineered for superior ride and handling, prioritizing driver engagement with
 a human-centric design and minimal reliance on screens.

 Integrated
 Smart AI: Advanced AI software offering personalized features such as maps, driving modes,
 and individual settings to enhance the driving experience.

 We intend to focus on achieving
symmetry of parts to simplify both manufacturing and assembly processes, adhering to niche manufacturing principles. We also aim to to
minimize the number of unique components by promoting design repeatability. The Compact City Car is planned to integrate a combination
of internal and external "off the shelf" parts alongside new development components, enhancing efficiency and reducing complexity
in production.

 The
Compact City Car is designed to cater to a younger, urban demographic of first-time car buyers who value sustainability and view
their car as an extension of their identity and lifestyle. The initial launch will target Taiwan as
a pilot market, with subsequent expansion planned in Asia and Europe.

 Niche Offerings

 Thunder Power's niche
vehicle development focuses on creating high-impact, emotionally compelling products that prioritize personalization and unique design.
These offerings are positioned as complementary vehicles for households, rather than primary functional cars.

 Leveraging its existing
chassis and technologies, we are well-position to develop and launch the Sports Coupe, a high-performance luxury vehicle that combines
European styling with superior craftsmanship and driving dynamics. Drawing inspiration from other succesfful benchmarks, this model is
designed to deliver exceptional comfort and performance, with a targeted starting retail price of $100,000. Production will be outsourced
to Italy.

 We also expect to explore
opportunities in tailor-made retro vehicle development and restomod projects, leveraging its modular in-house chassis as a technological
base. These offerings are aimed at a younger generation of automotive enthusiasts who value vintage aesthetics but seek modern performance,
comfort, and eco-conscious functionality. In particular, we intend to explore the "electromods" trend, which involve converting
classic cars to electric powertrains. This approach provides a unique driving experience while reducing emissions, appealing to both
sustainability-minded and performance-driven customers.

 Through these niche offerings,
we aim to establish ourselves as a key player in the luxury and specialty automotive markets, emphasizing the traditional values of driving
pleasure, craftsmanship, and grand touring.

 Collaborative Projects

 We actively pursue pursuing
joint venture and collaboration opportunities to expand its footprint in emerging automotive segments. This includes leveraging its AIEV
design framework to enhance third-party platforms for exclusive markets.

 One of the Company's
primary areas of focus is the rapidly growing microcar segment, which offers a unique opportunity to bridge the gap between motorcycles
and traditional passenger vehicles. Microcars are particularly well-suited for urban environments and have experienced significant growth
in Europe, with strong potential for further expansion in Asia. According to McKinsey's Future Mobility 2022 survey, the global
microcar market is projected to reach a total addressable value of $340 billion annually by 2030, driven by increased consumer demand
for sustainable and versatile urban mobility solutions.

 The first Microcar project
is planned as a low-volume joint venture, leveraging the platform of an existing manufacturer, with production targeted to begin in 2026.
This model will incorporate Thunder Power's signature Italian design elements. A fully unique Microcar is anticipated to launch
from 2029, subject to achieving market-relevant retail pricing, which is currently under evaluation.

 Mergers and Acquisitions (M&A)

 We are committed to pursuing
a proactive mergers and acquisitions strategy, primarily targeting opportunities within the clean energy sector and related industries.
The focus will be on acquisitions that are immediately revenue-generating, reinforcing the Company's financial position while creating
synergies with its core business.

 On December 19, 2024,
we entered into a share exchange agreement with certain shareholders ("TW Shareholders") of Electric Power Technology
Limited, a Taiwan corporation ("TW Company"). On February 10, 2025, the Company and TW Shareholders executed an amendment to the Agreement (the "Amendment", and together with the Agreement, the "Amended
Agreement"). Purusant to the terms of the Amended Agreement, upon completion of the transaction, the Company will hold
approximately 37.4% of TW Company's total issued and outstanding shares. The transaction is currently under review and subject
to approval. This transaction is expected to strengthen Thunder Power's position in renewable energy while providing immediate
revenue streams

 We also intend to explore
mergers and acquisition opportunities in artificial intelligence sector and related industries, which offer significant growth potential
and opportunities for technological and financial returns.

 Acquisitions in this space
are expected to bring immediate revenue and profit to the Company while bolstering its expertise in advanced technologies. The market
is experiencing significant growth and increasing demand, driven by the rise of mobile devices, IoT, and cloud computing, along with
emerging technologies in sectors such as automotive (electric vehicles), data centers, and consumer electronics. Rapid technological
advancements are leading to continuous improvements in storage capacity, speed, and efficiency, exemplified by innovations like 3D NAND
technology, which in turn enhances the value of patents and proprietary technologies. Additionally, with the increasing emphasis on sustainability
initiatives and the expansion of applications includingaugmented reality (AR) and virtual reality (VR), we expect future demand for advanced
flash solutions and AI technologies continue to grow.

 We will continue to focus
and evaluate potential targets which demonstrate innovative technologies, strong supply chain management, and a solid market position.
The company would assess their growth potential in emerging markets and their ability to adapt to technological changes and regulatory
requirements.

 Trade and Consulting

 At the core of our strategy
is to generate revenue during the capital-intensive vehicle development phase. To achieve this, the Company plans to engage in complementary
activities that do not interfere with its core business operations but provide additional revenue streams and cash flow.

 Vehicle Trading

 As a precursor to building
a dealer network and cultivating sales contacts, we intend to engage in limited prestige vehicle trading. This initiative will focus
on trading new and nearly-new vehicles in the European and Asian markets, leveraging the Company's market expertise and industry
relationships.

 In addition to its opportunity
to bringing cash flow, we also expect these trading activities to enable us establish valuable industry connections and insights, laying
the groundwork for a future dealer network and strengthening the Company's presence in key markets.

 Consulting

 We also intend to offer
design consulting services and licensing access to its patent portfolio as part of its broader strategy to monetize intellectual property
and technical expertise.

 Capitalizing the Company's
in-house design capabilities and patent portfolio, we plan to unlock additional revenue opportunities while maintaining ensuring cost
efficiency.

 Technology

 Thunder Power is an automotive
company that plans to use innovative EV technology to set new standards for sustainable transportation. Thunder Power is negotiating
and securing licensing rights to intellectual property of its affiliates, which have developed the cutting-edge EV technology that
the Company believes could set a new benchmark for EVs. Core to Thunder Power's DNA is achievement of technical excellence, which
the Company hope to secure through licensing of intellectual property from its affiliates for proprietary technologies, such as the modular
flexible chassis system, wireless charging, multi-link suspension system, light weight engineering, BMS, TMS and the use of EV certain
EV TDPs.

 Battery Pack. The
 Battery Pack is expected to utilize 18,650 cylindrical batteries in each EV, while the BMS is expected to control and monitor the
 Battery Pack, which the Company views as extra high safety standards and an innovative charge-balancing system designed to slow
 aging and degradation of the Battery Pack.

 Battery Management
 System. Thunder Power believes that the proprietary BMS is the most important and valuable part of the Battery Pack, indeed
 of the entire EV. The functional purpose of the proprietary BMS is to prolong the battery life cycle, improve passenger safety
 by allowing EV operators to get to a safe location, and predict the potential for battery malfunctions. To accomplish this, the BMS
 modulates and monitors the temperature range, battery cell voltage limits, and power output limit when the EV is in operation. The
 BMS consists of local management units ("LMUs"), which monitor cell voltages and temperature in individual modules of
 the Battery Pack. This information is then collected and sent to the BMS, which monitors the overall voltage of each module and calculates
 the state of charge ("SOC") of the Battery Pack. This enables the BMS to estimate the available power output and remaining
 driving range of the EV, as well as determine the state of health ("SOH") of the Battery Pack by predicting the potential
 for battery failures through monitoring the voltage, temperature, and usage of the batteries.

 The BMS Concept.
 In the unlikely event of a critical failure, the BMS is intended to cut the high-voltage power to a lower voltage, ensuring
 that the EV has sufficient power to reach a safe location. Should a minor malfunction occur in a battery cell or module, the BMS
 is able to detect the failure and inform the driver to schedule a maintenance appointment.

 EV Traction Drivetrain (EV TDP)

 The EV TDP has various core
competencies that are critical to the Company's products. We believe that the EV TDP is energy efficient. The product contains
a synchronous motor with both PM (permanent magnet) and reluctance torque and has a high-fill factor bar-wound design. The inverter drive
has a maximum efficiency vector control, which we believe could achieve high efficiency in a broad speed and power range. Additionally,
we believe that it could benefit our EVs by providing a greater driving range and lower battery capacity requirements, as compared to
those of our competitors' vehicles. We believe that the EV TDP is scalable. The product's power range is believed to be 50~250
kW. The EV TDP features a standardized stator diameter and its output power is varied by changing stack lamination; therefore, we believe
that it allows a broad spectrum application for various types of EVs. We believe that EV TDP is highly integrated with the liquid cooling
motor, inverter drive and gear, which in turn makes the EV TDP compact and lightweight, and optimized for system performance. Finally,
we believe that the EV TDP is cost effective. The EV TDP has a low-pressure loss cooling tunnel design, integrated cooling jacket and
a motor frame design.

 The Company does not hold
the intellectual property rights to the traction motor, all rights for which are owned by Mr. Wellen Sham, the former chief executive
officer of Thunder Power, in his capacity as an individual inventor. There is no licensing agreement in place for the EV TDP between
the Company and Mr. Sham.

 The traction motor is demonstrated
above; Thunder Power does not hold the intellectual property rights to the traction motor, all rights for which are owned by Mr. Wellen
Sham in his capacity as an individual inventor. There is no licensing agreement in place between the Company and Mr. Sham for the
traction motor.

 The above power train is
manufactured by Electric Power Technology Ltd (a Taiwanese public company, Taiwan List Co. 4529), an affiliate and one of the shareholders
of Thunder Power

 In addition, as mentioned
below in the section under the heading " Future Technology and Vehicle Programs ", Thunder Power may explore the
potential of applying EV TDP in other commercial applications.

 Intellectual Property

 Thunder Power, as a holding
company, does not own any patents. Patents are primarily owned by Thunder Power's wholly owned subsidiary, TP NEV, except for the
EV TDP, the patent for which is owned by Mr. Wellen Sham in his capacity as an individual inventor and patent holder. There is no
licensing agreement in place between Thunder Power and TP NEV or Mr. Sham. These patents are predominantly utility patents, with a number
of design patents.

 Intellectual property is
important to our business. Our commercial success depends on our ability to obtain, maintain and protect the intellectual property and
other proprietary technology that we develop or acquire the rights to, to operate without infringing, misappropriating or otherwise violating
the intellectual property and proprietary rights of others, and to prevent others from infringing, misappropriating or violating our
intellectual property and proprietary rights. We expect to rely on a combination of patents, trademarks, trade secrets, know-how, continuing
technological innovation, confidential information and other measures to develop and maintain our proprietary position including through
personnel, contractor, consultant and third-party nondisclosure and invention assignment agreements and other contractual arrangements.

 Regardless of the protective
measures that we may implement to safeguard our intellectual property and proprietary technology, there is always a risk that alterations
from our products or processes may provide sufficient basis for a competitor to avoid infringement claims. In addition, the coverage
claimed in a patent application can be significantly reduced before a patent is issued and courts can reinterpret a patent's scope
after issuance. Many jurisdictions, including the United States, permit third parties to challenge issued patents in administrative
proceedings, which may result in further narrowing or even cancellation of patent claims. We cannot provide any assurance that any patents
will be issued from our pending or any future applications or that any current or future issued patents will adequately protect our intellectual
property. For this and other risks related to our proprietary technology, inventions and improvements, please see the section under the
heading "Risk Factors."

 Through TP NEV, Thunder
Power is expected to have access to 154 issued U.S. patents, once it secures a licensing agreement.

 We hope to develop additional
intellectual property and proprietary technology as our engineering and validation activities ramp up. Technologies that we expect to
have access to, through licensing agreements, and intend to invest in and develop include engineering software, drivetrain systems and
controls, infotainment, cybersecurity, telematics and electrical architecture hardware and software. As we develop our technology, we
will continue to build our intellectual property portfolio, including by pursuing patent and other intellectual property protection when
we believe it is possible, cost-effective, beneficial, and consistent with our overall intellectual property protection strategy.

 Generally, the terms of
individual issued patents extend for varying periods depending on the date of filing of the patent application or the date of patent
issuance and the legal term of patents in the countries in which they are obtained. Generally, utility patents issued for applications
filed in the United States are granted a term of 20 years from the earliest effective filing date of a non-provisional patent
application, assuming the patent has not been terminally disclaimed over a commonly-owned patent or a patent naming a common inventor,
or over a patent not commonly owned but that was disqualified as prior art as the result of activities undertaken within the scope of
a joint research agreement. The life of a patent, and the protection it affords, is therefore limited and once the patent lives of our
issued patents have expired, we may face competition, including from other competing technologies. The duration of foreign patents varies
in accordance with provisions of applicable local law, but typically is also 20 years from the earliest effective filing date. The
actual protection afforded by a patent may vary from country to country and can depend upon many factors, including the type of patent,
the scope of its coverage, the availability of patent term adjustments or extensions, the availability of legal remedies in a particular
country and the validity and enforceability of the patent. As a result, our owned patent portfolio may not provide us with sufficient
rights to exclude others from commercializing products similar or identical to ours.

 Furthermore, we rely upon
trade secrets and know-how, confidential information, unpatented technologies, continuing technological innovation and other proprietary
information to develop, protect and maintain our competitive position and aspects of our business that are not amenable to, or that we
do not presently consider appropriate for, patent protection and prevent competitors from reverse engineering or copying our technologies.
However, the foregoing rights, technologies and information are difficult to protect. We seek to protect them by, in part, using confidentiality
agreements with our personnel and consultants and any potential commercial partners and collaborators and invention assignment agreements
with our personnel We also have implemented or intend to implement confidentiality agreements or invention assignment agreements with
our selected consultants and any potential commercial partners. These agreements are designed to protect our proprietary information
and, in the case of the invention assignment agreements, to grant us ownership of technologies that are developed through a relationship
with a third party. These agreements may be breached, and we may not have adequate remedies for any breach. There can be no assurance
that these agreements will be self-executing or otherwise provide meaningful protection for our trade secrets or other intellectual
property or proprietary information. In addition, our trade secrets may otherwise become known or be independently discovered by competitors.
To the extent that our commercial partners, collaborators, personnel and consultants use intellectual property owned by others in their
work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

 Our commercial success will
also depend in part on not infringing, misappropriating or otherwise violating the intellectual or proprietary rights of third parties.
The issuance of third-party patents could require us to alter our development or commercial strategies, change our products or processes,
obtain licenses to additional third-party patents or other intellectual property or cease certain activities. Our breach of any
license agreements or failure to obtain a license to proprietary rights that we may require to develop or commercialize our future products
or technologies may have an adverse impact on us. Given that patent applications in the United States and certain other jurisdictions
are maintained in secrecy for 18 months or potentially longer, and since publication of discoveries in the scientific or patent
literature often lags behind actual discoveries, we cannot be certain of the patent protection being sought by third parties and/or the
priority of inventions covered by such patent applications. Moreover, we may have to participate in interference, revocation, derivation,
re-examination, post-grant review, inter partes review or opposition proceedings brought by third parties or declared by the U.S. Patent
and Trademark Office or an equivalent foreign body. See " Risk Factors " for additional information regarding these
and other risks related to our intellectual property portfolio and their potential effect on us.

 Patents Pertaining to the Battery Pack/BMS

 The U.S. patent applications
of the Company's affiliate in connection with the Battery Pack/BMS innovations include:

 Auto-detection and Self-exclusion of
 Malfunctioned Battery Modules in an Electric Vehicle Battery Pack. This technology is designed to allow the user to continue
 driving the EV, albeit with fewer batteries and lower voltage, to reach a service center or a safer location. This, in turn, is expected
 to reduce the frequency of need for roadside assistance and associated maintenance costs.

 The Communication
 Structure of Battery Pack. The technology collects modular data from the Battery Pack and then calculates and interprets
 the data, sending the results to the vehicle control unit ("VCU"). A key benefit of its innovation is the overall reduction
 in Control Area Network ("CAN") data volumes and lack of interference with other subsystems, ensuring greater communication
 stability.

 The Wireless Data
 Transmission of the EV Battery Pack in Electric Vehicles. The technology utilizes wireless technology to communicate between
 the Battery Pack and the VCU, charger, and maintenance center. The innovative design effectively reduces the amount of electrical
 wiring required and could also be beneficial to swappable battery solutions (by avoiding connector corrosion).

 Intelligent Charge
 Balancing System. Typically, EVs run multiple battery cells. However, when one of the cells malfunctions, there is the potential
 for the entire battery pack to malfunction or underperform. Thunder Power's innovation, through the application of independent
 switching circuits, detects modular imbalances and eliminates them — thereby maintaining consistent performance levels.
 A key benefit is that it slows Battery Pack aging and battery capacity degradation.

 Thermal Management
 System ("TMS"). Thunder Power believes that its thermal management system (the "TMS") controls the
 vehicle temperature in a safe and efficient manner by taking an integrated approach to create a vehicle heating, drivetrain, and
 temperature control unit. The key benefit of Thunder Power's design is the reduction in vehicle weight and energy requirements
 that contribute to its extended driving range.

 Unlike an internal combustion
engine ("ICE"), an EV uses electricity from batteries as a power source. As a result, additional heaters and chillers are
required to better control the vehicle temperature in operation and provide cabin comfort. The downside of heating and cooling devices
within conventional EVs is their power consumption. TMS to heat or cool, can use up to 50% of all stored battery energy. As a result,
an EV's TMS is critical to both driving range and energy efficiency. The Company intends to use a proprietary integrated thermal
management system that is responsible for controlling heating, ventilation, and air conditioning, as well as drivetrain temperature and
battery temperature.

 By regulating the operating
temperature of the vehicle, this technology increases the lifespan of sub-systems, including the Battery Pack. Moreover, through what
the Company believes to be an efficient heating circuit design, dissipated heat from the electric power train, battery system, or other
electrical device can be recaptured and used for cabin heating. The system is also intended to include environmental temperature monitoring,
which can determine the need to switch to different circulation loops to ensure optimal performance or activate pre-heating functionality
when operating in cold climates (crucial to Battery Pack functionality).

 Patents Pertaining to the Thermal Management System ("TMS")

 Thunder Power's affiliate
has filed U.S. patent applications for several innovations in connection with the TMS which seek to reduce energy consumption and
allow for an extended range to the EVs. Patents include:

 Series and Parallel Structure of Thermal Management
 System for Cabin Heater

 Parallel Structure of Thermal Management System
 for Cabin Heater

 Radiator and AC heat Exchanger Airflow System

 Double-way Coolant Pipe for Battery Cooling
 Loop.

 Battery Pack/BMS and TMS Patent list

 The following is a list of material patents currently expected
to be used by Thunder Power:

 PATENT NO.

 TITLE

 COUNTRY

 FUNCTION

 TYPE

 EXPIRATION

 10,703,211

 BATTERY PACK, BATTERY CHARGING STATION,
 AND CHARGING METHOD

 US

 3/2/2036

 9,499,067

 POWER MANAGEMENT IN ELECTRIC VEHICLES

 US

 6/23/2035

 9,716,392

 BATTERY PACK AND CONNECTING CIRCUITS OF BATTERY MODULES

 US

 10/14/2035

 9,783,020

 BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING
 METHOD

 US

 6/23/2035

 10,312,558

 BATTERY PACKAGING AND INSERT MOLDING FOR ELECTRIC VEHICLES

 US

 12/20/2036

 9,865,905

 BATTERY COOLANT LOOP PAD FOR ELECTRIC VEHICLES

 US

 7/13/2036

 10,144,304

 POWER MANAGEMENT IN ELECTRIC VEHICLES

 US

 6/23/2035

 10,700,335

 BATTERY SYSTEM HOUSING WITH INTERNAL BUSBAR

 US

 4/28/2037

 10,164,225

 BATTERY SYSTEM HOUSING WITH BUSBAR GRID FIXATION

 US

 10,396,410

 BATTERY SYSTEM HOUSING WITH INTERNAL BUSBAR

 US

 7/3/2037

 10,103,414

 BATTERY SYSTEM ASSEMBLY PROCESS AND BATTERY SYSTEM
 ASSEMBLY

 US

 10,347,888

 BATTERY SYSTEM HOUSING WITH UNDERSIDE ARMOR

 US

 10,403,943

 BATTERY SYSTEM

 US

 10,027,001

 BATTERY SYSTEM

 US

 10,723,230

 INTELLIGENT VEHICLE CHARGING

 US

 10,298,061

 WIRELESS VEHICLE RECHARGING SYSTEM

 US

 10,118,504

 BATTERY SYSTEM HOUSING WITH FASTENER

 US

 9,755,202

 BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE
 CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

 US

 1/26/2036

 10,227,010

 POWER MANAGEMENT IN ELECTRIC VEHICLES

 US

 6/23/2035

 10,044,012

 BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE
 CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

 US

 1/26/2036

 9,991,484

 BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE
 CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

 US

 1/26/2036

 10,084,175

 BATTERY SYSTEM ASSEMBLY PRESS AND PROCESS OF MANUFACTURING
 A BATTERY SYSTEM ASSEMBLY

 US

 10,744,845

 BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING
 METHOD

 US

 6/28/2036

 10,665,914

 BATTERY SYSTEM HOUSING WITH INTEGRATED COOLING PIPE

 US

 10,312,559

 BATTERY SYSTEM

 US

 10,625,615

 BATTERY MANAGEMENT SYSTEM

 US

 2/3/2037

 10,784,487

 INTEGRATED BUSBAR AND BATTERY CONNECTION
 FOR ELECTRIC VEHICLE BATTERY PACKS

 US

 1/20/2037

 9,533,551

 US

 TMS

 9,991,484

 BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE
 CHASSIS AND METHOD FOR REPLACING BATTERY MODULES

 US

 1/26/2036

 10,084,175

 BATTERY SYSTEM ASSEMBLY PRESS AND PROCESS OF MANUFACTURING
 A BATTERY SYSTEM ASSEMBLY

 US

 10,744,845

 BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING
 METHOD

 US

 6/28/2036

 10,665,914

 BATTERY SYSTEM HOUSING WITH INTEGRATED COOLING PIPE

 US

 10,312,559

 BATTERY SYSTEM

 US

 10,625,615

 BATTERY MANAGEMENT SYSTEM

 US

 2/3/2037

 10,784,487

 INTEGRATED BUSBAR AND BATTERY CONNECTION FOR ELECTRIC
 VEHICLE BATTERY PACKS

 US

 1/20/2037

 9,533,551

 US

 TMS

 10,035,401

 BATTERY SYSTEM WITH HEAT EXCHANGE DEVICE

 US

 TMS

 8/10/2035

 10,347,955

 BATTERY SYSTEM WITH HEAT EXCHANGE DEVICE

 US

 TMS

 3/28/2036

 9,707,822

 ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM

 US

 TMS

 9,809,082

 US

 TMS

 9,802,460

 US

 TMS

 10,516,191

 METHODS AND SYSTEMS FOR BUSBAR COOLING

 US

 TMS

 9,882,253

 COOLED BUSBARS AND PLATE

 US

 TMS

 10,035,402

 THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE

 US

 TMS

 9/1/2035

 9,895,954

 THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE

 US

 TMS

 9/1/2035

 10,272,736

 ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM

 US

 TMS

 10,173,496

 VEHICLE RADIATOR V TYPE LAYOUT

 US

 TMS

 12/21/2035

 10,343,484

 US

 TMS

 10,525,787

 US

 TMS

 1/13/2036

 10,734,692

 BATTERY COOLANT LOOP PAD FOR ELECTRIC VEHICLES

 US

 TMS

 9/1/2036

 10,566,666

 COOLED BUSBARS AND PLATE

 US

 TMS

 10,173,518

 THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE

 US

 TMS

 9/1/2035

 10,406,888

 ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM

 US

 TMS

 Micro Lens Array Lighting

 The Company intends to leverage
Intelligent Micro Lens Array headlights created and engineered by its affiliate, which are expected to provide a homogeneous and luminant
light source.

 Showroom rendering (source from Thunder Power):

 Facilities and Production

 In alignment with the our
focus on efficiency and scalability, we expect to conduct all short- and medium-term vehicle production through outsourcing partnerships
with established manufacturing facilities. This approach enables the Company to leverage the expertise, resources, and infrastructure
of its production partners, ensuring high-quality manufacturing standards while maintaining flexibility to scale operations in response
to market demand.

 For the longer term, Thunder
Power retains the option to transition to insourced production. This potential shift will be carefully evaluated based on market conditions,
production volumes, and cost efficiencies, with the goal of enhancing operational control and capturing additional value across the manufacturing
process. This dual approach ensures that the Company remains agile and competitive while maintaining the ability to adapt its production
strategy to evolving business needs and industry dynamics..

 Funding and Revenue

 Thunder Power is a pre-revenue
company and has not generated any revenue from the sales of its vehicles. We expect to generate revenue from the sale of our EV Models,
the sale and/or licensing of our technologies, and from any future research and development services that we may provide.

 Go-To-Market Strategy

 Thunder Power plans to establish
a comprehensive and well-structured network of dealer partners, designed to provide both sales and after-sales service, ensuring a seamless
and reliable customer experience. These dealer partners will serve as key touchpoints for customers, offering personalized support, product
education, and maintenance solutions to uphold the brand's commitment to quality and customer satisfaction. This traditional dealership
model will be complemented by centrally coordinated marketing initiatives, aimed at driving brand visibility and delivering consistent
messaging across all markets. Furthermore, to cater to evolving consumer preferences and the growing demand for convenience, Thunder
Power will also provide customers with the option to order vehicles directly through its online platform. This dual-channel approach
allows the Company to reach a broader audience, offering the flexibility to engage with the brand in a manner that best suits individual
preferences, whether through in-person interactions at dealerships or the convenience of digital commerce.

 Competition

 Thunder Power anticipates
that it will face competition from both traditional automotive original equipment manufacturer ("OEMs") and an increasing
number of newer companies focused on electric and other alternative fuel vehicles. Thunder Power expects this competition to increase,
particularly as the transportation sector continues to shift towards low-emission, zero-emission or carbon neutral solutions.

 Any of the Company's
future vehicles are expected to compete with both traditional luxury internal combustion vehicles from established automotive OEMs and
electric and other alternative fuel vehicles from both new manufacturers and established automotive OEMs, many of which have entered
or have announced plans to enter the alternative fuel and EV market. Many major automobile manufacturers, including luxury automobile
manufacturers, have EVs available today, and other current and prospective automobile manufacturers are also developing EVs. In addition,
numerous manufacturers offer hybrid vehicles, including plug-in versions, with which Thunder Power's vehicles will also compete.

 Thunder Power believes the
primary competitive factors on which it will compete include, but are not limited to:

 product
 quality, reliability and safety;

 range,
 efficiency and charging speeds;

 product
 performance;

 technological
 innovation, including with respect to AD/ADAS features;

 access
 to charging options;

 design,
 styling and luxury;

 service
 options and customer experience;

 management
 team experience at bringing electric vehicles and other disruptive technologies to market;

 manufacturing
 efficiency;

 brand recognition and prestige; and

 product
 price.

 Thunder Power believes that
it is favorably positioned to compete on the basis of these factors. However, many of Thunder Power's current and potential competitors
have substantially greater financial, technical, manufacturing, marketing and other resources than Thunder Power. Thunder Power's
competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing
and support of their products. Additionally, many of Thunder Power's competitors also have greater name recognition, longer operating
histories, larger sales forces, broader customer and industry relationships and other tangible and intangible resources that exceed Thunder
Power's. Furthermore, many of Thunder Power's competitors operate with a traditional sales and dealer distribution model
for vehicles that may be viewed more favorably by potential customers. These competitors also compete with Thunder Power in recruiting
and retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary
to, or necessary for, Thunder Power's products. Additional mergers and acquisitions in the EV and luxury automotive markets may
result in even more resources being concentrated in Thunder Power's competitors.

 Government Regulations and Credits

 Environmental Regulations

 (i)

 At the U.S. Federal level:

 In 2012 the Environmental
Protection Agency ("EPA") adopted greenhouse gas emissions (GHG) standards for light duty vehicles produced in model years
2017 – 2025 (Control of Air Pollution from Motor Vehicles: Tier 3 Motor Vehicle Emission and Fuel Standards, 79 FR 23414
(Apr. 28, 2014)). In 2020 (The Safer Affordable Fuel-Efficient (SAFE) Vehicles Rule for Model Years 2021-2026 Passenger
Cars and Light Vehicles, 85 FR 24174 (Apr. 30, 2020)) and 2021 (Revised 2023 and Later Model Year Light-Duty Vehicle Greenhouse
Gas Emissions Standards, 86 FR 74434 (Dec. 30, 2021), the EPA revised and made more stringent its GHG standards and proposed and
finalized a rulemaking (the "2021 rulemaking"), respectively, for model years 2023 – 2026 light-duty passenger
cars. Thunder Power's production schedule starting in 2025 and covering 2026 will subjected to these more stringent GHG standards.

 On April 22, 2021,
the Biden-Harris Administration announced a 50 to 52 percent target reduction from 2005 levels in GHGs by 2030, representing the
U.S. Nationally Determined Contribution (NDC) under the Paris Agreement. This announcement was followed by Executive Order 14037
on August 5, 2021 ("Strengthening American Leadership in Clean Cars and Trucks") reinforcing the goal of at least a
50 percent GHG reductions from new zero-emission vehicles sales by 2030. In addition, in 2021 and 2022, respectively, Congress passed
the Infrastructure Investment and Jobs Act (Pub. Law 117-58, Bipartisan Infrastructure Law) and the Inflation Reduction Act (Pub. Law
117-169) providing significant government-wide funding and support for GHG reductions, including funding for component technology
and infrastructure for the manufacture, sales and use of electric vehicles.

 In 2023, the EPA under its
Clean Air Act (CAA) authority proposed new rules for light-duty vehicles with model years 2027 – 2032, specifically
"off-cycle and air conditioning credits, treatment of upstream emissions associated with zero-emission vehicles and plug-in hybrid
electric vehicles in compliance calculations, medium-duty vehicle incentive multipliers, vehicle certification and compliance, new
standards to control refueling emissions from incomplete medium-duty vehicles, battery durability and warranty requirements for
light-duty and medium-duty plug-in vehicles and minor amendments to requirements for aftermarket fuel conversions, importing
vehicles and engines, evaporative emission test procedures, and test fuel specifications for measuring fuel economy." (Multi-Pollutant Emissions
Standards for Model Years 2027 and Later Light-Duty and Medium-Duty Vehicles, 88 Fed. Reg. 29184, Proposed Rule (May 5,
2023)) Any EVs Thunder Power, as a light-duty vehicle manufacturer (manufacturing vehicles between 8,501 and 14,000 pounds gross
vehicle weight rating (GVWR)), produces in 2027 to 2032 would be subjected to any final rules.

 In addition, during production
periods from 2025 to 2032, Thunder Power would have to comply with two separate EPA rules on GHG reduction standards.

 (ii)

 At the U.S. state level:

 California: The
2022 Advanced Clean Cars II rule requires all new light-duty vehicles sold in the state of California to be zero-emission vehicles
by 2035. ( Id. at 29188, note 14, citing to the California Air Resources Board "California moves to accelerate to 100%
new zero-emission vehicle sales by 2035." Also, Id. note 15, citing the State of California Office of the
Governor, "Governor Newsom Announces California Will Phase Out Gasoline-Powered Cars & Drastically Reduce Demand for Fossil
Fuel in California's Fight Against Climate Change").

 New York: In
2021, in advance of Climate Week 2021, New York Governor Hochul signed Legislation (A.4302/A.2758) requiring all new light-duty vehicles
sold in the state of New York to be zero-emission vehicles by 2035. ( Id. note 17, citing Governor of New York Press
Office, "In Advance of Climate Week 2021, Governor Hochul Announces New Actions to Make New York's Transportation Sector
Greener, Reduce Climate-Altering Emissions").

 Massachusetts: Though
not finalized, in 2022 the state of Massachusetts announced that it may ban sale of all new gas-powered vehicles by 2035. ( Id.
note 18, citing Boston.com, "Following California's lead, state will likely ban all sales of new gas-powered cars
by 2035.").

 Washington: Also
in 2022, the Department of Ecology in the State of Washington issued a press release regarding its plan to require 100% of new passenger
cars and trucks to run on zero-emission technology by 2035. ( Id. note 20, citing Washington Department of Ecology "Washington
sets path to phase out gas vehicles by 2035.").

 Other States: In
2022, the Associated Press ("AP") reported that 17 states may follow California's rule to require all new cars, pickups
and SUVs to be electric or hydrogen powered by 2035. According to the AP article "under the EPA's Clean Air Act, states must
abide by the federal governments standard vehicle emissions standards unless they at least partially opt to follow California's
stricter requirements." ( Id. note 21, citing Associated Press, "17 states weigh adopting California's electric
car mandate"). States such as Virginia, Minnesota, Colorado and Pennsylvania are unsure to follow California's new laws citing
climate differences and wanting to give consumers options.

 (iii)

 Globally:

 International Zero-Emission Vehicle
Alliance: In November 2021, ZEV announced that by 2035 its members will move to all ZEV sales. ( Id.) ZEV members
are Baden-W rttemberg, British Columbia, California, Canada, Chile, Connecticut, Costa Rica, Germany, Maryland, Massachusetts, Netherlands,
New Jersey, New York, Norway, Oregon, Qu bec, Rhode Island, United Kingdom, Vermont, and Washington.

 According to the EPA, "at
least 20 countries, as well as numerous local jurisdictions, have announced targets for shifting all new passenger car sales to zero-emission vehicles
in the coming years, including Norway (2025); Austria, the Netherlands, Denmark, Iceland, India, Ireland, Israel, Scotland, Singapore,
Sweden, and Slovenia (2030); Canada, Chile, Germany, Thailand, and the United Kingdom (2035); and France, Spain, and Sri Lanka (2040)."
( Id. note 23, citing Environmental and Climate Change Canada, "Achieving a Zero-Emission Future for Light-Duty Vehicles:
Stakeholder Engagement Discussion Document December 17").

 Emissions Credits

 In January 2023, Tesla
reported sales of carbon offset credits or carbon allowances to other manufacturers who failed to meet the emissions standards set by
the California Air Resources board (CARB) of USD 1.78 billion. (Carbon Credits, Jennifer L., Tesla Carbon Credit Sales
Reach Record $1.78 Billion in 2022, Jan. 27, 2023, available at

 Thunder Power expects to
earn carbon offset credits and other regulatory credits that it will sell to other manufacturers from its manufacture, sale, and/or registration
of Zero Emission Vehicles ("ZEVs"). In addition, Thunder Power anticipated that it will be able to sell ZEV credits in up
to 12 Section 177 States such as California, Connecticut, Delaware, Maine, Maryland, Massachusetts, New Jersey, New York, Oregon,
Pennsylvania, Rhode Island, Vermont, and Washington. Thunder Power may also expect to earn and sell U.S. Department of Transportation's
Corporate Average Fuel Economy ("CAF ") credits, EPA's greenhouse gas credits and credits earned or saleable
in other North American regions, UK, Europe, and Asia.

 EPA Emissions and Certificate of Conformity

 The U.S. Clean Air
Act requires that Thunder Power obtain a Certificate of Conformity issued by the EPA and a California Executive Order issued by the California
Air Resources Board (" CARB ") certifying that its vehicles comply with applicable emissions requirements. A Certificate
of Conformity is required for vehicles sold in the United States, and an Executive Order from the CARB is required for vehicles
sold in states that have adopted California standards. CARB sets the California standards for emissions control for certain regulated
pollutants for new vehicles and engines sold in California. States that have adopted the California standards as approved by EPA also
recognize the CARB Executive Order for sales of vehicles. In addition to California, there are 13 other states that have either adopted
or are in the process of adopting the stricter California standards, including New York, Massachusetts, Vermont, Maine, Pennsylvania,
Connecticut, Rhode Island, Washington, Oregon, New Jersey, Maryland, Delaware and Colorado.

 Although the Thunder Power
vehicles will have zero emissions, Thunder Power is required to seek an EPA Certificate of Conformity and, for vehicles sold in California
or any of the other 13 states that have adopted the stricter California standards, a CARB Executive Order.

 Vehicle Safety and Testing

 Thunder Power's vehicles
will be subject to, and will be required to comply with, numerous regulatory requirements established by the National Highway Traffic
Safety Administration (" NHTSA "), including applicable U.S. Federal Motor Vehicle Safety Standards (" FMVSS ").
Thunder Power intends that its family of EVs will fully comply with all applicable FMVSSs without the need for any exemptions, and we
expect future Thunder Power's EVs to either fully comply or comply with limited exemptions related to new technologies. Additionally,
there are regulatory changes being considered for several FMVSSs, and while Thunder Power anticipates compliance, there is no assurance
that Thunder Power will comply with such changes under the final versions as enacted.

 As a U.S.-based manufacturer,
Thunder Power must self-certify that its EVs meet all applicable FMVSS, as well as the NHTSA bumper standard, or otherwise are exempt,
before its EVs can be sold in the United States. Numerous FMVSS will apply to Thunder Power's EVs, such as crash-worthiness
requirements, crash avoidance requirements and EV-specific requirements. Thunder Power will also be required to comply with other
federal laws and regulations administered by NHTSA, including, among other things, ensuring its EVs do not contain defects related to
motor vehicle safety, recall requirements, the Corporate Average Fuel (CAFE) standards, Theft Prevention Act requirements, consumer information
labeling requirements, reporting required notices, bulletins and other communications, Early Warning Information reporting, foreign recall
reporting and owner's manual requirements.

 The Automobile Information
and Disclosure Act requires manufacturers of motor vehicles to disclose certain information regarding the manufacturer's suggested
retail price, optional equipment and pricing. In addition, this law allows inclusion of city and highway fuel economy ratings, as determined
by the U.S. Environmental Protection Agency (EPA), as well as crash test ratings as determined by NHTSA if such tests are conducted.

 Thunder Power intends to
bring production in Europe and then expand its offerings within the U.S. and outside of the U.S., and in connection with such expansion
its EVs will be subject to foreign safety, environmental and other regulations. Many of those regulations are different from those applicable
in the U.S. and may require redesign and/or retesting. For example, the European Union (" E.U. ") has established
new approval and oversight rules requiring that a national authority certify compliance with heightened safety rules, emissions limits
and production requirements before vehicles can be sold in each E.U. member state, the initial of which rules were rolled out on September 1,
2020. There is also regulatory uncertainty regarding how these rules will impact sales in the United Kingdom given its withdrawal from
the E.U. These changes could impact the rollout of new vehicle features in Europe.

 In addition to the various
territorial legal requirements Thunder Power is obligated to meet, Thunder Power's family of EVs is engineered with the expectation
that it will deliver overall five-star performance in the two main voluntary vehicle safety performance assessment programs, the
U.S. New Car Assessment Program (" NCAP ") and the European New Car Assessment Programme (" Euro NCAP ").
Five-star is the maximum attainable score. These independent organizations have introduced a number of additional safety related
tests aimed at improving the safety of passenger vehicles, both for occupants and pedestrians involved in collisions with vehicles. Some
of these tests are derived from legal requirements, such as side impact, but have higher performance requirements. Others are unique
to the programs. Areas covered by these tests in 2020 included:

 Mobile
 Progressive Deformable Barrier;

 Full Width Rigid Barrier;.

 Mobile Side Impact Barrier;

 Side Pole;

 Far Side Impact;

 Whiplash;

 Vulnerable Road Users (Pedestrians
 and Cyclists);

 Safety Assist; and

 Rescue and Extrication

 Automobile Manufacturer and Dealer Regulation

 In the United States,
state laws regulate the manufacture, distribution, sale and service of automobiles, and generally require motor vehicle manufacturers
and dealers to be licensed in order to sell vehicles directly to residents. Certain states do not permit automobile manufacturers to
be licensed as dealers or to act in the capacity of a dealer, or otherwise restrict a manufacturer's ability to deliver or service
vehicles. To sell vehicles to residents of states where Thunder Power is not licensed as a dealer, Thunder Power expects to conduct the
transfer of title out of the state. In certain such states, Thunder Power expects to open studios that serve an educational purpose and
where the title transfer may not occur.

 Some automobile dealer trade
associations may challenge the legality of Thunder Power's operations and direct selling operations by OEMs in court and may use
administrative and legislative processes to attempt to prohibit or limit such OEMs' ability to operate existing stores or expand
to new locations. Certain dealer associations may also actively lobbied state licensing agencies and legislators to interpret existing
laws or enact new laws in ways not favorable to Thunder Power's planned direct sales and service model. Thunder Power expects dealer
trade associations to continue to lobby state licensing agencies and legislators to interpret existing laws or enact new laws in ways
not favorable to its business model; however, Thunder Power intends to oppose such efforts to limit its ability to operate and intends
to proactively support legislation that enables its business model.

 Should Thunder Power not
be allowed to develop relationships with the largest multi-brand and high-end brand dealers in the U.S. it would be difficult
for it as a newcomer to the U.S. EV market to gain a foothold in the U.S. Thunder Power recognizes that its best strategy for
market penetration is to align itself with a U.S. dealership network, especially for sale of the Coupe, and the eventual servicing
of its family of EVs.

 Battery Safety and Testing Regulation

 Thunder Power's battery
packs are designed to conform to mandatory regulations that govern transport of "dangerous goods," defined to include lithium-ion batteries,
which may present a risk in transportation. The governing regulations, which are issued by the Pipeline and Hazardous Materials Safety
Administration, are based on the United Nation (" U.N. ") Recommendations on the Safe Transport of Dangerous Goods Model
Regulations and related U.N. Manual Tests and Criteria. The regulations vary by mode of shipping transportation, such as by ocean
vessel, rail, truck or air. Prior to launch, Thunder Power plans to complete all applicable transportation tests for its battery packs,
demonstrating its compliance with applicable regulations. Thunder Power intends to use lithium-ion cells in the high voltage battery
packs in its EVs. The use, storage and disposal of battery packs is regulated under federal law. Thunder Power's battery packs
are intended to meet the applicable compliance requirements of the UN Manual of Tests and Criteria demonstrating its ability to ship
battery packs by any method. These tests include:

 Altitude simulation — simulating air transport;

 Thermal cycling — assessing cell and battery
 seal integrity;

 Vibration — simulating vibration during transport;

 Shock — simulating possible impacts during transport;

 External short circuit — simulating an external
 short circuit; and

 Overcharge — evaluating the ability of a rechargeable
 battery to withstand overcharging.

 Data Privacy and Security Laws

 Numerous state, federal
and foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and
other personal information, and could apply now or in the future to our operations or the operations of our partners. In the United States,
numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws
and consumer protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal
information. In addition, certain foreign laws govern the privacy and security of personal data, including health-related data. Privacy
and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance
efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions
on data processing.

 Employees and Human Capital Resources

 As of December 31, 2024,
we had 2 full-time employees. None of our employees are represented by a labor union or party to a collective bargaining agreement.

 Our human capital objectives
include retaining and incentivizing existing employees and recruiting and integrating new employees. The principal purposes of our compensation
program, including our equity incentive plans, are to attract, retain and appropriately motivate employees, consultants and directors
through the granting of stock-based compensation awards and cash-based bonus awards.

 Corporate Information

 Our corporate office
is located at 221 W 9th St #848, Wilmington, DE 19801 and its telephone number is (909) 214-2482. Our telephone number is (909) 214-2482.
Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form
10-K, and you should not consider information on our website to be part of this Annual Report on Form 10-K.

 Item 1A. Risk Factors

 You should consider carefully
the following risk factors, as well as the other information set forth in this report, including our consolidated financial statements
and the notes thereto. The following discussion of risk factors includes forward-looking statements and our actual results may differ
substantially from those discussed in such forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements."
The disclosures of a risk should not be interpreted to imply that such risk has not already materialized. Additional risks not currently
known to us or that we currently believe are immaterial may also impair our business, financial condition, results of operations and
cash flows. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial
condition, results of operations, and growth prospects. In such an event, the market price of our common stock could decline, and you
may lose all or part of your investment. Unless otherwise indicated, references in these risk factors to our business being harmed will
include harm to our business, reputation, brand, financial condition, results of operations, and prospects.

 Risks Related to Thunder Power's Business and
Industry

 Our limited operating
history makes evaluating our business and future prospects difficult and may increase the risk of your investment.

 We are an early-stage company
with a limited operating history, operating in a rapidly evolving and highly regulated market. Furthermore, we have not released any
commercially available product, and we have no experience manufacturing or selling a commercial product at scale. Because we have not
generated revenue, and as a result of the capital-intensive nature of our business, we expect to continue to incur substantial operating
losses for the foreseeable future.

 We have encountered and
expect to continue to encounter risks and uncertainties frequently experienced by early-stage companies in rapidly changing markets,
including risks relating to our ability to, among other things:

 hire, integrate and retain
 professional and technical talent, including key members of management;

 continue to make significant
 investments in research, development, manufacturing, marketing and sales;

 successfully obtain, maintain,
 protect and enforce our intellectual property and defend against claims of intellectual property infringement, misappropriation or
 other violation;

 build a well-recognized and
 respected brand;

 establish, refine and scale
 our commercial manufacturing capabilities and distribution infrastructure;

 establish and maintain
 satisfactory arrangements with third-party suppliers;

 establish and expand a
 customer base;

 navigate an evolving and
 complex regulatory environment;

 anticipate and adapt to
 changing market conditions, including consumer demand for certain vehicle types, models or trim levels, technological developments
 and changes in competitive landscape; and

 successfully design, build,
 manufacture and market new variants and models of electric vehicles.

 You must consider the risks
and difficulties we face as an early stage company with a limited operating history. If we do not successfully address these risks, our
business, prospects, operating results and financial condition will be materially and adversely harmed. We have a very limited operating
history on which investors can base an evaluation of our business, operating results and prospects. There are no assurances that we will
be able to secure future business with potential customers. As an early stage company, it is difficult to predict our future revenues
and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event
that actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position
could be materially affected. Our performance and expectations depend on the successful implementation of management's growth strategies
and are based on assumptions and events over which we have only partial or no control, including, but not limited to, adverse economic
conditions, regulatory developments, our ability to finance our contemplated operations, difficulties in engineering, delays in designs
or materials provided by the customer or a third party, equipment and materials delivery delays, schedule changes, customer scope changes,
delays related to obtaining regulatory permits and rights-of-way, inability to find adequate sources of labor in the locations where
we are building new plants, weather-related delays, delays by customers' contractors in completing their portion of a project,
technical or transportation difficulties, cost overruns, supply difficulties, geopolitical risks and other factors. The assumptions underlying
our expectations require the exercise of judgment and may not occur, and the expectations are subject to uncertainty due to the effects
of economic, business, competitive, regulatory, legislative, and political or other changes.

 The success of our business may depend
on attracting prospective customers and retaining sufficient capital to commence mass production. If we are unable to do so, we may not
be able to achieve profitability.

 We currently do not have
any customers that our business depends upon, and our success depends, in large part, on attracting prospective customers and retaining
sufficient capital to commence mass production. We expect to incur significant and sustained marketing expenses to attract prospective
customers. In addition, if our prospective customers perceive our vehicles and services as lacking in quality, value, cost competitiveness
with vehicles from other manufacturers, performance or aesthetic appeal, we may not be able to attract customers. If, for any of these
reasons, we are unable to attract, or to build and maintain a strong customer base, our business, prospects, financial condition, results
of operations, and cash flows may be materially harmed.

 If we fail to implement
our business strategy, our financial condition and results of operations could be adversely affected. Our future financial performance
and success depend in large part on our ability to successfully implement our business strategy. We cannot assure you that we will be
able to successfully implement our business strategy or be able to improve our operating results. In particular, we cannot assure you
that we will successfully negotiate and sign contracts with customers and suppliers nor can we assure you that we will be able to successfully
execute our contracts if signed. Implementation of our business strategy may be impacted by factors outside of our control, including
competition, price fluctuations, industry, legal and regulatory changes or developments and general economic and political conditions.
Any failure to successfully implement our business strategy could adversely affect our financial condition and results of operations.
We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

 We have incurred net losses each year since
our inception and expect to incur increasing expenses and substantial losses for the foreseeable future.

 We have no operating history
in the electric vehicle market and have never generated revenue from product sales. Since inception, we have incurred significant net
losses. We anticipate our losses will increase substantially as we:

 Continue designing and
 developing our vehicles

 Establish manufacturing
 capabilities

 Build our brand and marketing
 operations

 Develop our distribution
 infrastructure

 Invest in research and
 development

 Given the significant capital
required to bring our products to market, we expect to continue incurring substantial losses for the foreseeable future. There is no
assurance that we will ever achieve or sustain profitability. Our lack of operating history in a highly competitive and rapidly evolving
industry makes evaluating our business and future prospects difficult. We face all the risks and uncertainties of an early-stage company
in a complex, capital-intensive industry. If we fail to successfully address these risks and uncertainties, our business, financial condition,
and results of operations will be materially harmed.

 If our product development
or commercialization of vehicles is delayed, our costs and expenses may be significantly higher than we currently expect. Because we
will incur the costs and expenses from these efforts before we receive any incremental revenues with respect thereto, we expect our losses
in future periods will be significant.

 Our business model has yet to be tested
and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation
and could result in substantial liabilities that exceed our resources.

 Investors should be aware
of the difficulties normally encountered by an early stage enterprise, many of which are beyond our control, including substantial risks
and expenses in the course of establishing or entering new markets, organizing operations and undertaking marketing activities. The likelihood
of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we
operate. There is, therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and
we may not be able to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks
and difficulties frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and
may encounter unforeseen expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital-intensive nature
of our business, we can be expected to continue to sustain substantial operating expenses and may not generate sufficient revenues to
cover expenditures. Any investment in our company is therefore highly speculative and could result in the loss of your entire investment.

 We may have difficulty managing growth
in our business, which could have a material adverse effect on our business, financial condition and results of operations and our ability
to execute its business plan in a timely fashion.

 Because of our small size,
growth in accordance with our business plans, if achieved, may place a significant strain on our financial, technical, operational and
management resources. If we expand our activities, developments and production, and increase the number of projects we are evaluating
or in which we participate, there will be additional demands on our financial, technical and management resources. The failure to continue
to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties
could have a material adverse effect on our business, financial condition and results of operations and our ability to execute our business
plan in a timely fashion.

 We intend to hire a significant
number of additional personnel, including design and manufacturing personnel and service technicians for our vehicles. Because our vehicles
are based on a different technology platform than traditional internal combustion engines, individuals with sufficient training in electric
vehicles may not be available to hire, and as a result, we will need to expend significant time and expense training the personnel we
do hire. Competition for individuals with experience designing, engineering, manufacturing and servicing electric vehicles is intense,
and we may not be able to identify, attract, integrate, train, motivate or retain additional highly qualified personnel in the future.
The failure to identify, attract, integrate, train, motivate and retain these additional personnel could seriously harm our business
and prospects. If we are unable to grant equity awards, or if we are forced to reduce the value of equity awards we grant due to shortage
of shares available for issuance under our 2024 Omnibus Equity Inventive Plan, we may not be able to attract, hire and retain the personnel
necessary for our business, which would have a material adverse effect on our business, prospects financial condition and results of
operations.

 In addition, we have no
experience in mass manufacturing our vehicles. We cannot assure our investors that we will be able to develop efficient, automated, low-cost manufacturing
capabilities and processes, and reliable sources of component supply that will enable us to meet the quality, price, engineering, design
and production standards, as well as the production volumes, required to successfully market our vehicles. Any failure to develop such
manufacturing processes and capabilities within our projected costs and timelines could stunt our future growth and impair our ability
to produce, market, service and sell or lease our vehicles successfully. In addition, our success is substantially dependent upon the
continued service and performance of our senior management team and key technical and vehicle management personnel. If any key personnel
were to terminate their employment with us, such termination would likely increase the difficulty of managing our future growth and heighten
the foregoing risks. If we fail to manage our growth effectively, such failure could result in negative publicity and damage to our brand
and have a material adverse effect on our business, prospects, financial condition and results of operations.

 The proceeds received in the Business Combination
will only fund operations for a limited time and we will need to obtain additional financing to continue operations and execute our business
plans. If we are unable to obtain such financing, we may be unable to complete the development and commercialization of our products
and services.

 Our operations have consumed
substantial amounts of cash since inception. The net losses of Thunder Power Holdings Limited were $2.50 and $1.82 million for the years
ended December 31, 2024 and 2023, respectively. We anticipate that our future cash requirements will continue to be significant and
we will need to obtain additional financing beyond that being provided by the Business Combination to implement our business plan as described
in this prospectus. Specifically, we may need to raise additional funds to complete the research and development, testing, manufacturing,
marketing, and shipping of our vehicles, as well as to support the continued research and development of our vehicles and the development
of other models, and to build contingencies for unforeseen events. Such financings could include equity financing, which may be dilutive
to stockholders, or debt financing, which would likely restrict our ability to borrow from other sources. In addition, such securities
may contain rights, preferences or privileges senior to those of the rights of the stockholders of the Company upon the closing thereof.
Additional funds may not be available when we need them, on terms attractive to us, or at all.

 If adequate funds are not
available on a timely basis, we may be required to curtail the development of our technology, products or services, or materially delay,
curtail, reduce or terminate our research and development and commercialization activities. We could be forced to sell or dispose of
our rights or assets. Any inability to raise adequate funds on commercially reasonable terms could have a material adverse effect on
our business, financial condition, results of operation and prospects, including the possibility that a lack of funds could cause our
business to fail and liquidate with little or no return to investors.

 Thunder Power's management has limited experience in operating
a public company.

 Thunder Power's management
has limited experience in the management of a publicly traded company. Thunder Power's management team may not successfully or
effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations
under U.S. federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies
could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which
will result in less time being devoted to the management and growth of the post-combination company. Thunder Power may not have
adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal
control over financial reporting required of public companies in the U.S. Any fault in Thunder Power's finance and accounting
systems could impact its ability or prevent it from timely reporting its operating results, timely filing required reports with the SEC
and complying with Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The
development and implementation of the standards and controls necessary for Thunder Power to achieve the level of accounting standards
required of a public company in the U.S. may require costs greater than expected. It is possible that Thunder Power will be required
to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating
costs in future periods.

 We are actively negotiating with our affiliates
to license the intellectual property and technology rights at the core of our business plan, and our inability to obtain and maintain
these licenses could materially affect our business, financial condition, and operating results.

 Our entire business model
depends on intellectual property we do not own. We are actively negotiating with our affiliates to license critical intellectual property
and technology rights that form the core of our business plan. As of the date of this prospectus, we have not secured any licensing agreements.
If we fail to obtain these licenses on favorable terms, or at all, our ability to develop, manufacture, and sell our products would be
severely compromised, potentially rendering our business model unviable. Even if we secure these licenses, we may face challenges in
maintaining them, or the licenses may be terminated, significantly impacting our operations. Our lack of direct ownership of key patents
and technologies exposes us to substantial risk and uncertainty regarding our ability to execute our business strategy.

 If we are unable to maintain
our planned license agreements, our ability to continue developing, designing, manufacturing, distributing, and selling our products
would be limited and may require us to stop operations entirely. If any such future license agreement is terminated for any reason, we
may be forced to acquire or develop alternative technology, which we may be unable to do in a commercially feasible manner, if at all,
and may require us to use alternative technology of lower quality or performance standards. This would, in turn, limit, delay or disrupt
our ability to offer new or competitive products and could also increase our costs, which would adversely affect our margins, market
share, business, financial condition, and operating results.

 The obligations associated with being a
public company involve significant expenses and require significant resources and management attention, which may divert from our business
operations.

 As a public company, we
are subject to the ongoing reporting requirements of the Exchange Act and Sarbanes-Oxley Act. The Exchange Act requires the
filing of annual, quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires,
among other things, that we establish and maintain effective internal controls over financial reporting. As a result, we have and expect
to continue to incur significant legal, accounting, and other expenses that Thunder Power did not incur prior to the Business Combination.
For example, these rules and regulations may make it more difficult or more expensive for us to obtain director and officer liability
insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same
or similar coverage. Additionally, our officers and many of our other employees may need to devote substantial time and attention to
regulatory compliance which may divert their time and attention from our business operations.

 The inability to attract and retain qualified
personnel may adversely impact our business.

 If we fail to attract, hire
and retain qualified personnel, we may not be able to develop, market or sell our products or successfully manage our business. We are
dependent upon a highly skilled, experienced and efficient workforce to be successful. The inability to attract and hire qualified individuals
or the loss of key employees in very skilled areas could have a negative effect on our financial results.

 Uninsured losses could result in payment
of substantial damages, which would decrease our cash reserves and could harm our cash flow and financial condition.

 In the ordinary course of
business, we may be subject to losses resulting from product liability, accidents, acts of God and other claims against us, for which
we may have no insurance coverage. While we currently carry insurance that is customary for our size and operations, we may not maintain
as much insurance coverage as other original equipment manufacturers do, and in some cases, we may not maintain any at all. Additionally,
the policies that we have may include significant deductibles, and we cannot be certain that our insurance coverage will be sufficient
to cover all or any future claims against us. A loss that is uninsured or exceeds policy limits may require us to pay substantial amounts,
which could adversely affect our financial condition and results of operations. Further, insurance coverage may not continue to be available
to us or, if available, may be at a significantly higher cost, especially if insurance providers perceive any increase in our risk profile
in the future.

 Our strategy to outsource various elements
of the products and services we sell may subject us to the business risks of our future third-party service providers, which could have
a material adverse impact on our operations.

 In areas where we will depend
on third-party service providers for retail product distribution and full-service networks, we will be subject to the risk of customer
dissatisfaction with the quality or performance of the products or services we sell due to third-party service provider's failure.
Third-party service providers may not have the same incentives we do and may not allocate adequate or sufficient time and/or resources
for performing services for us. In addition, business difficulties experienced by a third-party service provider could lead to the
interruption of our ability to distribute products or provide services and ultimately our inability to supply products or services to
our customers. Third-party service provider business interruptions may include, but are not limited to, work stoppages, union negotiations
and other labor disputes. Current or future economic conditions could also impact the ability of third-party service providers to access
credit and, thus, impair their ability to provide us quality services in a timely manner, or at all.

 Our business and prospects will depend
significantly on our brand.

 Our business and prospects
will heavily depend on our ability to develop, maintain and strengthen the "Thunder Power" brand association with luxury
and technological excellence. Promoting and positioning our brand will likely depend significantly on our ability to provide a consistently
high-quality customer experience, an area in which we have limited experience. To promote our brand, we will be required to invest
in, and over time we may be required to change our customer development and branding practices, which could result in substantially increased
expenses, including the need to use traditional media such as television, radio and print advertising. Our ability to successfully position
our brand could also be adversely affected by perceptions about the quality of our competitors' vehicles or our competitors'
success. For example, certain of our competitors have been subject to significant scrutiny for incidents involving their self-driving technology
and battery fires, which could result in similar scrutiny of us.

 In particular, any negative
publicity, whether or not true, can quickly proliferate on social media and harm consumer perception and confidence in our brand. The
growing use of social media increases the speed with which information and opinions can be shared and, thus, the speed with which a company's
reputation can be affected. If we fail to correct or mitigate misinformation or negative information, including information spread through
social media or traditional media channels, about us, the products we offer, our customer experience, or any aspect of our brand, our
business, sales and results of operations could be adversely impacted. From time to time, our vehicles or those of our competitors may
be evaluated and reviewed by third parties. Perceptions of our offerings in the marketplace may be significantly influenced by these
reviews, which are disseminated via various media, including the internet. Any negative reviews or reviews which compare us unfavorably
to competitors could adversely affect consumer perception about our vehicles and reduce demand for our vehicles, which could have a material
adverse effect on our business, results of operations, prospects and financial condition.

 Risks Related to Regulation and Litigation

 The SEC and other parties may find that
Thunder Power's public-relations information before the production on any of our EVs may have misled investors or conditioned
the market for investors or that we may have omitted to provide information that investors may reasonably find important to their investment
decision.

 There is always a risk against
making false claims about the prospects of an EV technology company. One such notable case was United States of America v. Trevor
Milton, No. 21-00478, U.S. District Court, Southern District of New York, 21 Cr. 478 (ER) (" Nikola").
Nikola involved an electric truck maker who the SEC alleged in 2020-2021 defrauded its investors with false claims
about its EV technology. In a cease-and-desist order against Nikola and the subsequent case S.E.C. v. Milton, No. 21 Civ. 06445
(AKH), the SEC said that Trevor Milton ("Milton"), the founder and one-time chairperson of Nikola, lied to inflate stock
prices during the company's public-relations campaign to investors by making forward-looking statements since the company
had not yet produced a single vehicle. Other misleading and forward-looking statements included claims about Nikola's technological
advancements, in-house production capabilities, hydrogen production, truck reservations and orders, financial outlook, refueling
time, and a potential partnership with a globally known car maker. Several electric vehicle prototypes of the Sedan and City Car were
built by TongGao Advanced Manufacturing Technology (Taicang) Co. Ltd, an affiliate of Thunder Power. There prototypes were built for
the purpose of showcasing Thunder Power's technology and for early fundraising purpose. Thunder Power has not produced a single
electric vehicle and all our statements in this prospectus regarding our production capabilities, technologies, weight, charging time,
driving range and potential partnerships are forecasts or forward-looking statements based on our own beliefs, opinions, and internal
research, development and testing.

 Some of our directors, officers and assets
reside or be located outside of the United States, which may cause investors difficulty in enforcing judgments against our directors
and officers.

 Some of our directors and
officers reside outside the United States and a majority of our assets are located outside the United States. As a result,
it may be difficult or impossible to effect service of process within the United States upon these directors and officers, or to
recover against those persons on judgments of United States courts, including judgments predicated upon the civil liability provisions
of the United States federal securities laws. Moreover, it is not certain that a court in the British Virgin Islands, Hong Kong,
or Taiwan would award damages on the same basis as a United States court, or that a British Virgin Islands, Hong Kong, or Taiwanese
court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with local practice or public policy.

 Further, the United States
may not be declared by the Government of other countries to be a reciprocating territory for the purposes of enforcement of foreign judgments,
and there are grounds upon which British Virgin Islands, Hong Kong, or Taiwan courts may decline to enforce the judgments of United States
courts. Some remedies available under the laws of the United States, including remedies available under the United States federal
securities laws, may not be allowed in British Virgin Islands, Hong Kong, or Taiwan courts if deemed contrary to public policy in
such jurisdictions.

 Our affiliated parties such as our major
shareholders may be involved in governmental investigations and civil litigation relating to the business affairs of companies with which
they are, were or may in the future be affiliated with.

 Our controlling shareholder,
Mr. Wellen Sham, is currently the defendant in significant legal proceedings that could materially impact our business. Mr. Sham faces
criminal prosecution in Taiwan on 11 indictments related to securities violations, breaches of fiduciary duty, and other financial matters.
Additionally, he is subject to multiple civil actions seeking his dismissal as chairman of a related company and claiming damages for
investors. While these proceedings do not directly involve our company, they create substantial risks, including:

 Potential
 reputational damage affecting our ability to secure partnerships, investments, and customer
 trust;

 Diversion
 of Mr. Sham's attention from our business operations;

 Possible
 loss of Mr. Sham's leadership or voting control if legal actions are successful;

 Challenges
 in accessing capital markets or obtaining favorable terms from suppliers and partners.

 Mr. Wellen Sham, Thunder
Power's former Chief Executive Officer, is a defendant in a claim brought by the Taiwan Taipei District Prosecutor's Office
(the "Prosecutor") in 2022. This claim is currently being litigated in Taiwan Taipei District Court Criminal Division (Taiwan
Taipei District Court, Year 2022, Jin-Chong-Su-Zhi, No. 19) by a public Prosecutor. The prosecution is based on 11 indictments involving
the following: a securities purchase which may have been a related party transaction; the use of a non-exclusive license to offset
a debt owed to a related party; an exclusive authorized sales agent agreement for USD 4,950,000; an agreement for parts for an electric
four-door sedan for USD 4,480,000; a land purchase in a non-arm's length related party transaction; executive control over
bonuses of USD 150,000, USD 50,000, USD 100,000, and NTD 6,000,000 from affiliates; utilization of funds to cover all expenses associated
with a seminar hosted by Thunder Power Electric Vehicle Limited ("TPEV"); utilization of funds to cover the salaries of employees;
and instructions to issue a false press release with the aim of disseminating rumors or misleading information (collectively, the "Criminal
Prosecution"). In conjunction with the Criminal Prosecution, Taiwan's Securities Investor and Futures Trader Protection Center
("SFIPC"), based on the content of the Criminal Prosecution, initiated civil actions against Mr. Sham, including: requesting
that Mr. Sham shall bear liability for damages incurred by EPTECH; asserting Mr. Sham should be dismissed from the position
of Chairman of EPTECH; asserting that Mr. Sham shall bear liability for damages incurred by investors of EPTECH; and applying for
a provisional seizure procedure against Mr. Sham. While Thunder Power is unable to predict the outcome of these matters with certainty,
in response to the foregoing accusations, Mr. Sham sought relief by asserting his innocence, appointing a defense attorney, applying
for an investigation of favorable evidence, and actively exercising his right to defend himself.

 The outcome of these legal
matters is uncertain and could have far-reaching consequences for our business strategy, operations, and future prospects.

 We are subject to substantial laws and
regulations that could impose substantial costs, legal prohibitions or unfavorable changes upon our operations or products, and any failure
to comply with these laws and regulations, including as they evolve, could substantially harm our business and results of operations.

 We are or will be subject
to complex environmental, manufacturing, health and safety laws and regulations at numerous jurisdictional levels, including laws relating
to the use, handling, storage, recycling, disposal and human exposure to hazardous materials and with respect to constructing, expanding
and maintaining our facilities. The costs of compliance, including remediating contamination if any is found on our properties and any
changes to our operations mandated by new or amended laws, may be significant. We may also face unexpected delays in obtaining permits
and approvals required by such laws in connection with our manufacturing facilities, which would hinder our ability to continue our commercial
manufacturing operations. Such costs and delays may adversely impact our business prospects and results of operations. Furthermore, any
violations of these laws may result in substantial fines and penalties, remediation costs, third party damages, or a suspension or cessation
of our operations.

 In addition, models will
be to substantial regulation under international, federal, state and local laws. We have incurred, and expect to continue to incur, significant
costs in complying with these regulations. Any failures to comply could result in significant expenses, delays or fines. In the United States,
vehicles must meet or exceed all federally mandated motor vehicle safety standards to be certified under the federal regulations. Rigorous
testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Any future vehicles
will be subject to substantial regulation under federal, state and local laws and standards. These regulations include those promulgated
by the U.S. Environmental Protection Agency, NHTSA, other federal agencies, various state agencies and various state boards, and
compliance certification is required for each individual vehicle we manufacture for sale. These laws and standards are subject to change
from time to time, and we could become subject to additional regulations in the future, which would increase the effort and expense of
compliance. In addition, federal, state and local laws and industrial standards for electric vehicles are still developing, and we face
risks associated with changes to these regulations, which could have an impact on the acceptance of our electric vehicles, and increased
sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business
models based on the internal combustion engine, which could lead them to pass regulations that could reduce the compliance costs of such
established manufacturers or mitigate the effects of government efforts to promote electric vehicles. Compliance with these regulations
is challenging, burdensome, time consuming and expensive. If compliance results in delays or substantial expenses, our business could
be adversely affected.

 We also expect to become
subject to laws and regulations applicable to the supply, manufacture, import, sale and service of automobiles internationally, including
in Europe, the Middle East and China. Applicable regulations in countries outside of the U.S., such as standards relating to vehicle
safety, fuel economy and emissions, among other things, are often materially different from requirements in the United States. Compliance
with such regulations will therefore require additional time, effort and expense to ensure regulatory compliance in those countries.
This process may include official review and certification of our vehicles by foreign regulatory agencies prior to market entry, as well
as compliance with foreign reporting and recall management systems requirements. There can be no assurance that we will be able to achieve
foreign regulatory compliance in a timely manner and at our expected cost, or at all, and the costs of achieving international regulatory
compliance or the failure to achieve international regulatory compliance could harm our business, prospects, results of operations and
financial condition.

 We may have to choose in the future, or
we may be compelled, to undertake product recalls or take other actions, which could adversely affect our business, prospects, results
of operations, reputation and financial condition.

 Product recalls may result
in adverse publicity, damage our reputation and adversely affect our business, prospects, results of operations and financial condition.
If a large number of vehicles are the subject of a recall or if needed replacement parts are not in adequate supply, we may be unable
to service and repair recalled vehicles for a significant period of time. These types of disruptions could jeopardize our ability to
fulfill existing contractual commitments or satisfy demand for our electric vehicles and could also result in the loss of business to
our competitors. Such recalls, whether caused by systems or components engineered or manufactured by us or our suppliers, would involve
significant expense and diversion of management's attention and other resources, which could adversely affect our brand image in
our target market and our business, prospects, results of operations and financial condition.

 In the future, if we develop or acquire
proprietary intellectual property, protecting such intellectual property will be critical to our operations and we may suffer competitive
harm from infringement on such rights.

 If we develop or acquire
new technologies, it will be critical that we protect our intellectual property assets against third-party infringement. If we develop
or acquire intellectual property, there is a risk that our patent applications may not be granted, or we may not receive sufficient protection
of our proprietary interests. We may also expend considerable resources in defending any future patents against third-party infringement.
It may become critical that we protect our proprietary intellectual property interests to prevent competitive harm.

 We are subject to legal proceedings, regulatory
disputes and governmental inquiries that could cause us to incur significant expenses, divert our management's attention, and adversely
affect our business, results of operations, cash flows and financial condition.

 From time to time, we may
be subject to claims, lawsuits, government investigations and other proceedings involving product liability, consumer protection, competition
and antitrust, intellectual property, privacy, securities, tax, labor and employment, health and safety, our direct distribution model,
environmental claims, commercial disputes and other matters that could adversely affect our business, results of operations, cash flows
and financial condition. In the ordinary course of business, we have been the subject of complaints or litigation, including claims related
to employment matters.

 Litigation and regulatory
proceedings may be protracted and expensive, and the results are difficult to predict. Additionally, our litigation costs could be significant,
even if we achieve favorable outcomes. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant
settlement costs or judgments, penalties and fines, or require us to modify, make temporarily unavailable or stop manufacturing or selling
our vehicles in some or all markets, all of which could negatively affect our sales and revenue growth and adversely affect our business,
prospects, results of operations, cash flows and financial condition.

 The results of litigation,
investigations, claims and regulatory proceedings cannot be predicted with certainty, and determining reserves for pending litigation
and other legal and regulatory matters requires significant judgment. There can be no assurance that our expectations will prove correct,
and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources
necessary to litigate or resolve them, could harm our business, results of operations, cash flows and financial condition. In addition,
the threat or announcement of litigation or investigations by governmental authorities or other parties, irrespective of the merits of
the underlying claims, may itself have an adverse impact on the trading price of our common stock.

 We may become subject to product liability
claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

 We may become subject to
product liability claims, which could harm our business, prospects, results of operations and financial condition. The automotive industry
experiences significant product liability claims, and we face inherent risks of exposure to claims in the event our production vehicles
do not perform or are claimed not to perform as expected or malfunction, resulting in property damage, personal injury or death. We also
expect that, as is true for other automakers, our vehicles will be involved in crashes resulting in death or personal injury, and even
if not caused by the failure of our vehicles, we may face product liability claims and adverse publicity in connection with such incidents.
In addition, we may face claims arising from or related to failures, claimed failures or misuse of new technologies that we expect to
offer. In addition, the battery packs that we produce make use of lithium-ion cells. On rare occasions, lithium-ion cells
can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other
lithium-ion cells. While we have designed our battery packs to passively contain a single cell's release of energy without
spreading to neighboring modules, there can be no assurance that a field or testing failure of our vehicles or other battery packs that
we produce will not occur, in particular due to a high-speed crash. In addition, although we equip our vehicles with systems designed
to detect and warn vehicle occupants of such thermal events, there can be no assurance that such systems will function as designed or
will provide vehicle occupants with sufficient, or any, warning in all circumstances. Any such events or failures of our vehicles, battery
packs or warning systems could subject us to lawsuits, product recalls or redesign efforts, all of which would be time consuming and
expensive.

 A successful product liability
claim against us could require us to pay a substantial monetary award. Our risks in this area are particularly pronounced in light of
the limited field experience of our vehicles. Moreover, a product liability claim against us or our competitors could generate substantial
negative publicity about our vehicles and business and inhibit or prevent commercialization of our future vehicles, which would have
material adverse effect on our brand, business, prospects and results of operations. Our insurance coverage might not be sufficient to
cover all potential product liability claims, and insurance coverage may not continue to be available to us or, if available, may be
at a significantly higher cost. Any lawsuit seeking significant monetary damages or other product liability claims may have a material
adverse effect on our reputation, business and financial condition.

 We may be exposed to delays, limitations
and risks related to the environmental permits and other operating permits required to establish or operate our manufacturing facilities.

 Operation of an automobile
manufacturing facility requires land use and environmental permits and other operating permits from federal, state and local government
entities. We believe that we will have the permits necessary to carry out and perform our current plans and operations at our future
US manufacturing facilities based on our current targeted production capacity. We plan to build our manufacturing facilities and construct
additional manufacturing facilities over time to achieve a future target production capacity and will be required to apply for and secure
various environmental, wastewater, and land use permits and certificates of occupancy necessary for the commercial operation of such
expanded and additional facilities. Delays, denials or restrictions on any of the applications for or assignment of the permits to operate
our manufacturing facilities could adversely affect our ability to execute on our business plans and objectives based on our current
target production capacity or our future target production capacity.

 We are subject to various environmental,
health and safety laws and regulations that could impose substantial costs on us and cause delays in building and subsequently expanding
our production facilities.

 Our operations are subject
to federal, state and local environmental laws and regulations and will be subject to international environmental laws, including laws
relating to the use, handling, storage, disposal of and human exposure to hazardous materials. Environmental, health and safety laws
and regulations are complex, and we have limited experience complying with them. Moreover, we may be affected by future amendments to
such laws or other new environmental, health and safety laws and regulations which may require us to change our operations, potentially
resulting in a material adverse effect on our business, prospects, results of operations and financial condition. These laws can give
rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Capital and
operating expenses needed to comply with environmental laws and regulations can be significant, and violations could result in substantial
fines and penalties, third-party damages, suspension of production or a cessation of our operations.

 Contamination at properties
we own or operate, properties we formerly owned or operated or properties to which we sent hazardous substances may result in liability
for us under environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation
and Liability Act, which can impose liability for the full amount of remediation-related costs without regard to fault, for the
investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human health and for damages
to natural resources. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability
with respect to contamination in the future, could have a material adverse effect on our financial condition or results of operations.

 Our operations are also
subject to federal, state, and local workplace safety laws and regulations, including, but not limited to, the Occupational Health and
Safety Act, which require compliance with various workplace safety requirements, including requirements related to environmental safety.
These laws and regulations can give rise to liability for oversight costs, compliance costs, bodily injury (including workers'
compensation), fines, and penalties.

 Additionally, non-compliance could
result in delay or suspension of production or cessation of operations. The costs required to comply with workplace safety laws can be
significant, and non-compliance could adversely affect our production or other operations, including with respect to the production
of our first models, the Coupe and the City Car, which could have a material adverse effect on our business, prospects and results of
operations.

 We are subject to risks associated with autonomous driving and
advanced driver assistance system technology, and we cannot guarantee that our vehicles will achieve our targeted assisted or autonomous
driving functionality within our projected timeframe, if ever.

 Our vehicles are designed
with a modularized chassis system. This approach contrasts with the normal industry practice for internal combustion engine manufacturers
("ICE"), where other components, such as the engine, gearbox, and fuel tank, need to be taken into consideration before styling
can be completed. The modular chassis allows a much simpler solution for the chassis design, thereby reducing development time and cost
with new vehicle development. Additionally, vehicle stiffness/rigidity is enhanced, and weight is reduced in comparison to the weight
of other electric vehicles.

 Advanced Driver Assistance
Systems ("ADAS") technologies are emerging and becoming increasingly common in electric vehicles. ADAS is subject to known
and unknown risks, and there have been accidents and fatalities associated with such technologies. The safety of such technologies depends
in part on user interaction, and users, as well as other drivers on the roadways, may not be accustomed to using or adapting to such
technologies. In addition, self-driving technologies are the subject of intense public scrutiny and interest, and previous accidents
involving autonomous driving features in other vehicles, including alleged failures or misuse of such features, have generated significant
negative media attention and government investigations. We and others in our industry are subject to a Standing General Order issued
by NHTSA that requires us to report any crashes in which certain ADAS features were active, and these crash reports will become publicly
available. To the extent accidents associated with our ADAS technologies occur, we could be subject to significant liability, negative
publicity, government scrutiny and further regulation. Any of the foregoing could materially and adversely affect our results of operations,
financial condition and growth prospects.

 In addition, we face substantial
competition in the development and deployment of ADAS technologies. Many of our competitors, including established automakers and technology
companies, have devoted significant time and resources to developing self-driving technologies. If we are unable to develop competitive
Level 2 or more advanced ADAS technologies in-house or acquire access to such technologies via partnerships or investments in other
companies or assets, we may be unable to equip our vehicles with competitive ADAS features, which could damage our brand, reduce consumer
demand for our vehicles or trigger cancellations of reservations and could have a material adverse effect on our business, results of
operations, prospects and financial condition.

 ADAS technology is also
subject to considerable regulatory uncertainty, which exposes us to additional risks.

 We face risks associated with international
operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business.

 We anticipate having operations
in the United States, Europe and distributions in the United States, European and Asian markets, each that which may be subject
to the legal, political, regulatory and social requirements and economic conditions in these jurisdictions. We are subject to a number
of risks associated with international business activities that may increase our costs, impact our ability to sell, service and manufacture
our vehicles, and require significant management attention. These risks include:

 conforming
our vehicles to various international regulatory requirements where our vehicles are sold, or homologation;

 establishing
 localized supply chains and managing international supply chain and logistics costs;

 establishing
 sufficient charging points for our customers in those jurisdictions, via partnerships or,
 if necessary, via development of our own charging networks;

 difficulty
 in staffing and managing foreign operations;

 difficulties
 attracting customers in new jurisdictions;

 difficulties
 establishing international manufacturing operations, including difficulties establishing
 relationships with or establishing localized supplier bases and developing cost-effective and
 reliable supply chains for such manufacturing operations and financing such manufacturing
 operations;

 foreign
 government taxes, regulations and permit requirements;

 inflation
 as well as fluctuations in foreign currency exchange rates and interest rates, including
 risks related to any forward currency contracts, interest rate swaps or other hedging activities
 we undertake;

 United States
 and foreign government trade restrictions, tariffs and price or exchange controls;

 foreign
 labor laws, regulations and restrictions;

 foreign
 data privacy and security laws, regulations and obligations;

 in diplomatic and trade relationships, including political risk and customer perceptions
 based on such changes and risks;

 political
 instability, natural disasters, pandemics, war or events of terrorism; and

 the
 strength of international economies.

 If we fail to successfully
address these risks, our business, prospects, results of operations and financial condition could be materially harmed.

 Increasing scrutiny and changing expectations
from global regulations, our investors, customers and personnel with respect to our ESG practices may impose additional costs on us or
expose us to new or additional risks.

 There is increased focus,
including from governmental organizations and investors, customers and personnel, on ESG issues such as environmental stewardship, climate
change, diversity and inclusion, racial justice and workplace conduct. There can be no certainty that we will manage such issues successfully,
or that we will successfully meet society's expectations as to our proper role. Negative public perception, adverse publicity or
negative comments in social media could damage our reputation if we do not, or are not perceived to, adequately address these issues.
Any harm to our reputation could impact our personnel's engagement and retention and the willingness of our customers and partners
to do business with us.

 It is possible that our
stakeholders may not be satisfied with our ESG practices, or the speed of their adoption and our systems may not be adequate to meet
increasing global regulations on ESG topics. Actual or perceived shortcomings with respect to our ESG initiatives and reporting could
negatively impact our business. We could also incur additional costs and require additional resources to monitor, report, and comply
with various ESG practices. In addition, a variety of organizations have developed ratings to measure the performance of companies on
ESG topics, and the results of these assessments are widely publicized. Investment in funds that specialize in companies that perform
well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such
ESG measures to their investment decisions. Unfavorable ratings of our company or our industries, as well as non-inclusion of our
stock on ESG-oriented investment funds, may lead to negative investor sentiment and the diversion of investment to other companies
or industries, which could have a negative impact on our stock price.

 In addition, due to the
impacts of climate change, there are increasing risks to our business, including physical risks such as wildfires, floods, tornadoes
or other events, that could cause disruptions to our supply chain, manufacturing, and corporate functions. We may incur additional costs
and resources preparing for and addressing such risks.

 Various states' automobile manufacturer
and dealer regulations may limit Thunder Power's ability to implement its business model for the sale of the Coupe and for the
servicing of its entire family of EVs in the U.S. EV market.

 In the United States,
state laws regulate the manufacture, distribution, sale and service of automobiles, and generally require motor vehicle manufacturers
and dealers to be licensed in order to sell vehicles directly to residents. Certain states do not permit automobile manufacturers to
be licensed as dealers or to act in the capacity of a dealer, or otherwise restrict a manufacturer's ability to deliver or service
vehicles. To sell vehicles to residents of states where Thunder Power is not licensed as a dealer, Thunder Power expects to conduct the
transfer of title out of the state. In certain such states, Thunder Power expects to open Studios that serve an educational purpose and
where the title transfer may not occur.

 Some automobile dealer trade
associations may challenge the legality of Thunder Power's operations and direct selling operations by OEMs in court and may use
administrative and legislative processes to attempt to prohibit or limit such original equipment manufacturers' ("OEMs")
ability to operate existing stores or expand to new locations. Certain dealer associations may also actively lobbied state licensing
agencies and legislators to interpret existing laws or enact new laws in ways not favorable to Thunder Power's planned direct sales
and service model. Thunder Power expects dealer trade associations to continue to lobby state licensing agencies and legislators to interpret
existing laws or enact new laws in ways not favorable to its business model; however, Thunder Power intends to oppose such efforts to
limit its ability to operate and intends to proactively support legislation that enables its business model.

 Should Thunder Power not
be allowed to develop relationships with the largest multi-brand and high-end brand dealers in the U.S. it would be difficult
for it as a newcomer to the U.S. EV market to gain a foothold in the U.S. Thunder Power recognizes that its best strategy for
market penetration is to align itself with a U.S. dealership network, especially for sale of the Coupe, and the eventual servicing
of its family of EVs.

 If Thunder Power is successful
in building out its business model without limitations from legislations, trade associations or lobbyist, it may be able to explore having
a relationship with one of the large service providers for EVs in the U.S. This potential partner currently maintains 1,000 technicians,
750 mobile service trucks and 24/7 call centers for warranty and service processing. This potential partner is currently servicing reputable
BYD commercial vehicles. In addition, a sister company of this potential partner specializes in and is the leading full-service provider
of repair/remanufacture, storage, distribution and logistics, first life extension and recycling services on the entire battery life
cycle. Together these two companies are subsidiaries of a large $21 billion revenue privately held company in the U.S. and
would offer great potential to Thunder Power should the service segment of Thunder Power's business model materializes. Thunder
Power has not entered into any formal discussions or negotiations with this potential partner and there is no guarantee that Thunder
Power will ever do so.

 ADAS technology is subject to uncertain
and evolving regulations.

 We expect to introduce certain
ADAS technologies into our vehicles over time. ADAS technology is subject to considerable regulatory uncertainty as the law evolves to
catch up with the rapidly evolving nature of the technology itself, all of which is beyond our control. There is a variety of international,
federal and state regulations that may apply to self-driving and driver-assisted vehicles, which include many existing vehicle
standards that assume a human driver will be controlling the vehicle at all times. There are currently no federal U.S. regulations
pertaining to the safety of self-driving vehicles; however, NHTSA has established recommended guidelines. Certain states have legal
restrictions on self-driving vehicles, and many other states are considering them. In Europe, certain vehicle safety regulations
apply to self-driving braking and steering systems, and certain treaties also restrict the legality of certain higher levels of
self-driving vehicles. Self-driving laws and regulations are expected to continue to evolve in numerous jurisdictions in the
United States and foreign countries, which increases the likelihood of a patchwork of complex or conflicting regulations or may
delay products or restrict self-driving features and availability, which could adversely affect our business. Our vehicles may not
achieve compliance with the regulatory requirements in some countries or jurisdictions for certification and rollout to consumers or
satisfy changing regulatory requirements which could require us to redesign, modify or update our ADAS hardware and related software
systems. Any such requirements or limitations could impose significant expense or delays and could harm our competitive position, which
could adversely affect our business, prospects, results of operations and financial condition.

 Our auditor, Assentsure PAC, is headquartered
in Singapore, and is subject to inspection by the PCAOB on a regular basis. To the extent that our independent registered public
accounting firm's audit documentation related to their audit reports for our business activities in Hong Kong or Taiwan, the
PCAOB may not be able inspect such audit documentation and, as such, you may be deprived of the benefits of such inspection and our Common
Stock could be delisted from the stock exchange pursuant to the Holding Foreign Companies Accountable Act.

 The Holding Foreign Companies
Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit
reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight
Board (the "PCAOB") for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded
on a national securities exchange or in the over-the-counter trading market in the United States.

 Pursuant to the HFCAA, the
PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely
registered public accounting firms headquartered in parts of the PRC including: (i) Mainland China, and (ii) Hong Kong.
In addition, the PCAOB's report identified the specific registered public accounting firms which are subject to these determinations.
Our auditor, Assentsure PAC, is headquartered in Singapore and is subject to inspection by the PCAOB once every three years or as
determined by the PCAOB. Our auditor is not headquartered in the PRC and was not identified in this report as a firm subject to
the PCAOB's determination.

 Our independent registered
public accounting firm issued an audit opinion on the financial statements included in this report filed with the SEC and will issue
audit reports related to us in the future. As auditors of companies that are traded publicly in the United States and a firm registered
with the PCAOB, our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB but there is
a risk that our auditor's work papers has not been subjected to inspection by the PCAOB or the PCAOB is currently unable to conduct
inspections for reasons unknown or beyond our control. Inspections of certain other accounting firms that the PCAOB has conducted have
identified deficiencies in those firms' audit procedures and quality control procedures, which may be addressed as part of the
inspection process to improve future audit quality. We are required by the HFCAA to have an auditor that is subject to the inspection
by the PCAOB. While our present auditor is located in the United States and the PCAOB is able to conduct inspections on such
auditor, to the extent this status changes in the future and our auditor's audit documentation related to their audit reports for
our company becomes outside of the inspection by the PCAOB or if the PCAOB is unable to inspect or investigate completely our auditor
because of a position taken by an authority in a foreign jurisdiction, trading in our Ordinary shares could be prohibited under the HFCAA,
and as a result our ordinary shares could be delisted from NASDAQ.

 On March 24, 2021,
the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA,
which became effective on May 5, 2021. We will be required to comply with these rules if the SEC identifies our auditors as having
a "non-inspection" year under a process to be subsequently established by the SEC.

 On May 13, 2021, the
PCAOB proposed a new rule for implementing the HFCAA. Among other things, the proposed rule provides a framework for the PCAOB to
use when determining, under the HFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located
in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The proposed rule would also establish
the manner of the PCAOB's determinations; the factors the PCAOB will evaluate and the documents and information it will consider
when assessing whether a determination is warranted; the form, public availability, effective date, and duration of such determinations;
and the process by which the board of the PCAOB can modify or vacate its determinations. The proposed rule was adopted by the PCAOB on
September 22, 2021 and approved by the SEC on November 5, 2021.

 On June 22, 2021, the
U.S. Senate passed AHFCAA which, if passed by the U.S. House of Representatives and signed into law, would reduce the number
of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two,
under this proposal, if the auditor is not subject to PCAOB inspections for two consecutive years, it will trigger the prohibition
on trading, thus posing more risks on potential delisting as well as the price of Company's Ordinary shares especially on foreign
companies.

 The SEC is assessing how
to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. The SEC may
propose additional rules or guidance that could impact us if our auditor is not subject to the PCAOB inspection. For example, on August 6,
2020, the President's Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors
from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement
five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory
mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations
were more stringent than the HFCAA. For example, if a company was not subject to the PCAOB inspection, the report recommended that
the transition period before a company would be delisted would end on January 1, 2022.

 On December 2, 2021,
the SEC issued amendments to finalize the interim final rules previously adopted in March 2021, and established procedures to identify
issuers and prohibit the trading of the securities of certain registrants as required by the HFCAA.

 While the HFCAA is not currently
applicable to us because our current auditors are subject to PCAOB review, if this changes in the future for any reason, we may
be subject to the HFCAA. The implications of this regulation as applied to us is uncertain. Such uncertainty could cause the market
price of our ordinary shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on
Nasdaq earlier than would be required by the HFCAA. If our Common Stock are unable to be listed on another securities exchange,
such a delisting may substantially impair your ability to sell or purchase our Common Stock, and the risk and uncertainty associated
with a potential delisting would have a negative impact on the price of the Common Stock.

 Risks Related to Thunder Power's Products and Services

 We have not yet commenced mass production,
and any significant delay in the design, manufacture, launch and financing could make it difficult for us to commence production and
harm our business and prospects.

 Our plan to commercially
manufacture and sell our vehicles is dependent upon the timely availability of funds, upon our finalizing of the related design, engineering,
component procurement, testing, build-out and manufacturing plans in a timely manner and also upon our ability to execute these
plans within the planned timeline. Automobile manufacturers often experience delays in the design, manufacture and commercial release
of new vehicle models, and if we experience significant delays in any of the foregoing processes, it would be difficult for us to commence
production, which could harm our business and prospects.

 Many of our vehicles are
still in the development and/or testing phase, and may occur later or not at all. Additionally, prior to mass production of our electric
vehicles, we will also need the vehicles to be fully approved for sale according to differing requirements, including but not limited
to regulatory requirements, in the different geographies where we intend to launch our vehicles. Likewise, we may encounter delays with
the design, construction, and regulatory or other approvals necessary to bring online our future manufacturing facility in the United States.

 Furthermore, we would rely
on third party suppliers for the development, manufacture, and/or provision and development of many of the key components and materials
used in our vehicles, as well as provisioning and servicing equipment in our manufacturing facilities. We understand that many automobile
manufacturers have been affected by ongoing, industry-wide challenges in logistics and supply chains, such as increased port congestion,
intermittent supplier delays, a shortfall of semiconductor supply, and international travel restrictions preventing supply quality engineers
from conducting in-person visits and quality engineering for parts production. We expect to face these and similar challenges which
may affect our ability, and the ability of our suppliers, to obtain parts, components and manufacturing equipment on a timely basis,
and in some instances have resulted in increased costs. We expect that these industry-wide trends will continue for the foreseeable
future. To the extent our suppliers experience any delays in providing us with or developing necessary components, we could experience
delays in delivering on our timelines.

 Any significant delay or
other complication in the development, manufacture, launch and production ramp of our future products, features and services, including
complications associated with completing and subsequently expanding our production capacity and supply chain or obtaining or maintaining
related regulatory approvals, or inability to manage such ramps cost-effectively, could materially damage our brand, business, prospects,
financial condition and results of operations.

 The continued development
of and the ability to manufacture our vehicles, are and will be subject to risks, including with respect to:

 our
 ability to ensure readiness of firmware features and functions to be integrated into the
 unified hardware network and cloud as planned and on the desired timeline;

 any
 delays by us in delivering final component designs to our suppliers;

 our
 or our suppliers' ability to successfully tool their manufacturing facilities as planned
 and on the desired timeline;

 our
 ability to ensure a working supply chain and desired supplier part quality and quantity as
 planned and on the desired timeline;

 our
 ability to accurately manufacture vehicles within specified design tolerances;

 our
 ability to establish, refine and scale, as well as make significant investments in manufacturing,
 supply chain management and logistics functions, including the related information technology
 systems and software applications;

 our
 ability to adequately reduce and control the costs of key parts and materials;

 our
 ability to manage any transitions or changes in our production process, planned or unplanned;

 the
 occurrence of product defects that cannot be remedied without adversely affecting the production;

 our
 ability to secure necessary funding;

 our
 ability to negotiate and execute definitive agreements with various suppliers for hardware,
 software, or services necessary to engineer or manufacture our vehicles;

 our
 ability to obtain required regulatory approvals and certifications;

 our
 ability to comply with environmental, safety, and similar regulations and in a timely manner;

 our
 ability to secure necessary components, services, or licenses on acceptable terms and in
 a timely manner;

 our
 ability to attract, recruit, hire, retain and train skilled personnel including supply chain
 management, supplier quality, manufacturing and logistics personnel;

 our
 ability to implement effective and efficient quality controls;

 delays
 or disruptions in our supply chain including raw material supplies;

 our
 ability to maintain arrangements on commercially reasonable terms with our suppliers, delivery
 and other partners, after sales service providers, and other operationally significant third
 parties;

 other
 delays, backlog in manufacturing and research and development of new models, and cost overruns;
 and

 any
 other risks identified herein.

 We expect that we will require
additional financing to fund our planned operations and expansion plans. If we are unable to arrange for required funds under the terms
and on the timeline that we anticipate, our plans for tooling and building out our manufacturing facilities and for commercial production
of our electric vehicles could be significantly delayed, which would materially adversely affect our business, prospects, financial condition
and results of operations.

 Our prospect for future growth depends
upon our ability to establish and maintain relationships with our potential suppliers and source suppliers for our critical components,
and to completely build out our supply chain, while effectively managing the risks due to such relationships.

 Our success will depend
on our ability to enter into supplier agreements and establish and maintain our relationships with hundreds of suppliers that are critical
to the output and production of our vehicles. We currently have no supply or supplier agreements and the supplier agreements we have
been in discussions regarding, or may enter into with potential key suppliers in the future may have provisions where such agreements
can be terminated in various circumstances, including potentially without cause. To the extent that we do not have long-term supply
agreements with guaranteed pricing for our parts or components, we will be exposed to fluctuations in prices of components, materials
and equipment. In addition, our agreements for the purchase of other components may contain pricing provisions that are subject to adjustment
based on changes in market prices of key commodities. Substantial increases in the prices for such components, materials and equipment,
whether due to supply chain or logistics issues or due to inflation, would increase our operating costs and could reduce our margins
if we cannot recoup the increased costs. Any attempts to increase the announced or expected prices of our vehicles in response to increased
costs could be viewed negatively by our potential customers and could adversely affect our business, prospects, financial condition or
results of operations.

 We currently have no supply
or supplier agreements and may be at a disadvantage in negotiating supply or supplier agreements for the production of our vehicles as
we have not commenced the mass production of our vehicles. In addition, given that in many cases we are an aggregator of automotive parts
produced by third party manufacturers, there is the possibility that supply or supplier agreements for the parts and components for our
vehicles could be at costs that make it difficult for us to operate profitably.

 The automotive market is highly competitive,
and we may not be successful in competing in this industry.

 The global automotive market,
particularly for electric and alternative fuel vehicles, is highly competitive, and we expect it will become even more so in the future.
In recent years, the electric vehicle industry has grown, with several companies that focus completely or partially on the electric
vehicle market. We expect additional companies to enter this market within the next several years. Electric vehicle manufacturers
with which we compete include Tesla, BYD, NIO as well as an increasing number of U.S.-based and international entrants,
many of which have announced plans to begin selling their own electric vehicles in the near-term. We also compete with established automobile
manufacturers in the luxury vehicle segment, many of which have entered or have announced plans to enter the alternative fuel and electric
vehicle market with either fully electric or plug-in hybrid versions of their vehicles. We compete for sales with luxury vehicles
with internal combustion engines from established manufacturers. Many of our current and potential competitors have significantly greater
financial, technical, manufacturing, marketing and other resources than we do and may be able to devote greater resources to the design,
development, manufacturing, distribution, promotion, sale, servicing, and support of their products. In addition, many of these companies
have longer operating histories, greater name recognition, larger and more established sales forces, broader customer and industry relationships
and other resources than we do. Our competitors may be in a stronger position to respond quickly to new technologies and may be able
to design, develop, market and sell their products more effectively than we do. We expect competition in our industry to significantly
intensify in the future in light of increased demand for alternative fuel vehicles, continuing globalization, favorable governmental
policies, and consolidation in the worldwide automotive industry. Our ability to successfully compete in our industry will be fundamental
to our future success in existing and new markets. There can be no assurance that we will be able to compete successfully in our markets.

 Our ability to generate meaningful product
revenue will depend on consumer adoption of electric vehicles.

 We are developing and producing
only electric vehicles and, accordingly, our ability to generate meaningful product revenue will highly depend on sustained consumer
demand for alternative fuel vehicles in general and electric vehicles in particular. If the market for electric vehicles does not develop
as we expect or develops more slowly than we expect, or if there is a decrease in consumer demand for electric vehicles, our business,
prospects, financial condition and results of operations will be harmed. The market for electric and other alternative fuel vehicles
is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving
government regulation (including government incentives and subsidies) and industry standards, frequent new vehicle announcements and
changing consumer demands and behaviors. Any number of changes in the industry could negatively affect consumer demand for electric vehicles
in general and our electric vehicles in particular.

 In addition, demand for electric vehicles may
be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles such as sales and financing
incentives such as tax credits, prices of raw materials and parts and components, cost of fuel, availability of consumer credit, and
governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales,
which may result in downward price pressure and adversely affect our business, prospects, financial condition and results of operations.
Further, sales of vehicles in the automotive industry tend to be cyclical in many markets, which may expose us to increased volatility,
especially as we expand and adjust our operations and retail strategies. Specifically, it is uncertain how such macroeconomic factors
will impact us as a new entrant in an industry that has globally been experiencing a recent decline in sales.

 Other factors that may influence the adoption
of electric vehicles include:

 perceptions
 about electric vehicle quality, safety, design, performance and cost;

 perceptions
 about the limited range over which electric vehicles may be driven on a single battery charge;

 perceptions
 about the total cost of ownership of electric vehicles, including the initial purchase price
 and operating and maintenance costs, both including and excluding the effect of government
 and other subsidies and incentives designed to promote the purchase of electric vehicles;

 concerns
 about electric grid capacity and reliability;

 perceptions
 about the sustainability and environmental impact of electric vehicles, including with respect
 to both the sourcing and disposal of materials for electric vehicle batteries and the generation
 of electricity provided in the electric grid;

 the
 availability of other alternative fuel vehicles, including plug-in hybrid electric vehicles;

 improvements
 in the fuel economy of the internal combustion engine;

 the
 quality and availability of service for electric vehicles, especially in international markets;

 volatility
 in the cost of oil and gasoline;

 government
 regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

 access
 to charging stations and cost to charge an electric vehicle, especially in international
 markets, and related infrastructure costs and standardization;

 the
 availability of tax and other governmental incentives to purchase and operate electric vehicles
 or future regulation requiring increased use of nonpolluting vehicles; and

 macroeconomic
 factors.

 The influence of any of
the factors described above or any other factors may cause a general reduction in consumer demand for electric vehicles or our electric
vehicles in particular, either of which would materially and adversely affect our business, results of operations, financial condition
and prospects.

 Until the foreseeable future our revenue
will be significantly dependent on a limited number of models of electric vehicles.

 The Company currently has
four models of electric vehicles featured in its phased development strategy and our revenue in the foreseeable future will be significantly
dependent on a limited number of models. Although we have other vehicle models on our product roadmap, we currently do not expect to
introduce another vehicle model for sale to these four models until at least 2030. We expect to rely on sales from the Limited Edition
Coupe (the "Coupe" or "488"), Long-range Sedan (the "Sedan"), Compact City Car (the "City
Car" or "Chloe") and the Long-range SUV (the "SUV", the Coupe, Sedan, City Car and SUV collectively
referred to as the "Models"), among other sources of financing, for the capital that will be required to develop and commercialize
those subsequent models. To the extent that production of the models is delayed, reduced, or is not well-received by the market
for any reason, our revenue and cash flow would be adversely affected, we may need to seek additional financing earlier than we expect,
and such financing may not be available to us on commercially reasonable terms, or at all.

 Developments in electric vehicle or alternative
fuel technology or improvements in the internal combustion engine may adversely affect the demand for our vehicles.

 We may be unable to keep
up with changes in electric vehicle technology or alternatives to electricity as a fuel source and, as a result, our competitiveness
may suffer. Significant developments in alternative technologies, such as alternative battery cell technologies, hydrogen fuel cell technology,
advanced gasoline, ethanol or natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and
adversely affect our business and prospects in ways we do not currently anticipate. Existing and other battery cell technologies, fuels
or sources of energy may emerge as customers' preferred alternative to the technologies in our electric vehicles. Any failure by
us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our
development and introduction of new and enhanced electric vehicles, which could result in the loss of competitiveness of our vehicles,
decreased revenue and a loss of market share to competitors. In addition, we expect to compete in part on the basis of our vehicles'
range, efficiency, charging speeds and performance, and improvements in the technology offered by competitors could reduce demand for
our models or other future vehicles. As technologies change, we plan to upgrade or adapt our vehicles and introduce new models that reflect
such technological developments, but our vehicles may become obsolete, and our research and development efforts may not be sufficient
to adapt to changes in alternative fuel and electric vehicle technology. Additionally, as new companies and larger, existing vehicle
manufacturers continue to enter the electric vehicle space, we may lose any technological advantage we may have and suffer a decline
in our competitive position. Any failure by us to successfully react to changes in existing technologies or the development of new technologies
could materially harm our competitive position and growth prospects.

 We will be dependent on our suppliers and
the inability of these suppliers to deliver necessary components of our products according to our schedule and at prices, quality levels
and volumes acceptable to us, or our inability to efficiently manage these components or to implement or maintain effective inventory
management and other systems, processes and personnel to support ongoing and increased production, could have a material adverse effect
on our results of operations and financial condition.

 We will rely on third-party suppliers
for the provision and development of many of the key components and materials used in our vehicles. While we plan to obtain components
from multiple sources whenever possible, many of the components used in our vehicles will be purchased by us from a single, yet unknown,
source. Our limited, and in many cases single-source, supply chain approach exposes us to multiple potential sources of delivery failure
or component shortages for our production. Our potential third-party suppliers may not be able to meet our required product specifications
and performance characteristics, which would impact our ability to achieve our product specifications and performance characteristics
as well. Additionally, our potential third-party suppliers may be unable to obtain required certifications or provide necessary
warranties for their products that are necessary for use in our vehicles.

 We may be affected by ongoing,
industry-wide challenges in logistics and supply chains, such as increased port congestion, intermittent supplier delays a shortfall
of semiconductor supply, and international travel restrictions preventing supply quality engineers from conducting in-person visits
and quality engineering for parts production. We expect that these industry-wide trends will continue to affect the ability of us
and our suppliers to obtain parts, components and manufacturing equipment on a timely basis for the foreseeable future, and may result
in increased costs. We may also be impacted by changes in our future supply chain or production needs, including cost increases from
our suppliers, in order to meet our quality targets and development timelines as well as due to design changes. Likewise, any significant
increases in our production may in the future require us to procure additional components in a short amount of time. Our suppliers may
not ultimately be able to sustainably and timely meet our cost, quality and volume needs, requiring us to replace them with other sources.
In many cases, our suppliers will be providing us with custom-designed parts that would require significant lead time to obtain
from alternative suppliers, or may not be available from alternative suppliers at all. If we are unable to obtain suitable components
and materials used in our vehicles from our suppliers or if our suppliers decide to create or supply a competing product, our business
could be adversely affected. Further, if we are unsuccessful in our efforts to control and reduce supplier costs, our results of operations
will suffer.

 We have not experienced,
but may in the future experience, delays if our suppliers do not meet agreed upon timelines, experience capacity constraints, or deliver
components that do not meet our quality standards. Any disruption in the supply of components, whether or not from a single source supplier,
could temporarily disrupt production of our vehicles until an alternative supplier is able to supply the required material. Any such
delay, even if caused by a delay or shortage in only one part, could significantly affect our ability to meet our planned vehicle production
targets. Even in cases where we may be able to establish alternate supply relationships and obtain or engineer replacement components
for our single source components, we may be unable to do so quickly, or at all, at prices or quality levels that are acceptable to us.
This risk is heightened by the fact that we have less negotiating leverage with suppliers than larger and more established automobile
manufacturers, which could adversely affect our ability to obtain necessary components and materials on a timely basis, on favorable
pricing and other terms, or at all. The industry in which we operate has recently experienced severe supply chain disruptions, and we
expect these conditions to continue for the foreseeable future. Any such supply disruption could materially and adversely affect our
results of operations, financial condition and prospects.

 Furthermore, as the scale
of our vehicle production increases in the future, we will need to accurately forecast, purchase, warehouse and transport components
to our manufacturing facilities and servicing locations internationally and at much higher volumes. We have not yet scaled production
in our manufacturing facilities to significant volumes or begun servicing vehicles at significant volumes. Accordingly, our ability to
scale production and vehicle servicing and mitigate risks associated with these activities has not been thoroughly tested. If we are
unable to accurately match the timing and quantities of component purchases to our actual needs, successfully recruit and retain personnel
with relevant experience, or successfully implement automation, inventory management and other systems or processes to accommodate the
increased complexity in our supply chain and manufacturing operations, we may incur unexpected production disruption, storage, transportation
and write-off costs, which could have a material adverse effect on our results of operations and financial condition.

 Furthermore, unexpected
changes in business conditions, materials pricing, labor issues, wars, governmental changes, tariffs, natural disasters, health epidemics,
and other factors beyond our and our suppliers' control could also affect these suppliers' ability to deliver components
to us on a timely basis. We have also identified certain of our suppliers, including certain suppliers we deem critical, as having poor
financial health or being at risk of bankruptcy. Although we routinely review our suppliers' financial health and attempt to identify
alternate suppliers where possible, the loss of any supplier, particularly a single- or limited-source supplier, or the disruption
in the supply of components from our suppliers, could lead to vehicle design changes, production delays, idle manufacturing facilities
and potential loss of access to important technology and parts for producing, servicing and supporting our vehicles, any of which could
result in negative publicity, damage to our brand and a material and adverse effect on our business, prospects, results of operations
and financial condition. In addition, if our suppliers experience substantial financial difficulties, cease operations or otherwise face
business disruptions, we may be required to provide substantial financial support to ensure supply continuity, which could have an additional
adverse effect on our liquidity and financial condition.

 Increases in costs, disruption of supply
or shortage of materials, in particular for lithium-ion cells or semiconductors, could harm our business.

 As we scale commercial production
of our vehicles or any future energy storage systems, we have experienced and may continue to experience increases in the cost of or
a sustained interruption in the supply or shortage of materials. Any such increase, supply interruption or shortage could materially
and adversely impact our business, results of operations, prospects and financial condition. In addition, we use various materials in
our business, including aluminum, steel, lithium, nickel, copper, cobalt, neodymium, terbium, praseodymium and manganese, as well as
lithium-ion cells and semiconductors from suppliers. The prices for these materials fluctuate, and their available
supply may be unstable, depending on market conditions, inflationary pressure and global demand for these materials, including as a result
of increased production of electric vehicles, energy storage products by our competitors and the global supply chain crisis, and could
adversely affect our business and results of operations. For instance, we are exposed to multiple risks relating to lithium-ion cells.
These risks include:

 the
 inability or unwillingness of current battery manufacturers to build or operate battery cell
 manufacturing plants to supply the numbers of lithium-ion cells required to support
 the growth of the electric vehicle industry as demand for such cells increases;

 an
 increase in the cost, or decrease in the available supply, of materials, such as cobalt,
 used in lithium-ion cells;

 disruption
 in the supply of cells due to quality issues or recalls by battery cell manufacturers; and

 fluctuations
 in the value of any foreign currencies, in which battery cell and related raw material purchases
 are or may be denominated against the U.S. dollar.

 Our ability to manufacture
our vehicles or any future energy storage systems will depend on the continued supply of battery cells for the battery packs used in
our products. We have limited flexibility in changing battery cell suppliers, and any disruption in the supply of battery cells from
such suppliers could disrupt production of our vehicles until a different supplier is fully qualified. Furthermore, our ability to manufacture
our vehicles depends on continuing access to semiconductors and components that incorporate semiconductors. A global semiconductor supply
shortage is having wide-ranging effects across multiple industries and the automotive industry in particular, and it has impacted
many automotive suppliers and manufacturers, including us, that incorporate semiconductors into the parts they supply or manufacture.
We have experienced and may continue to experience an impact on our operations as a result of the semiconductor supply shortage, and
such shortage could in the future have a material impact on us or our suppliers, which could delay or reduce planned production levels
of the Models or planned future vehicles, impair our ability to continue production once started or force us or our suppliers to pay
exorbitant rates for continued access to semiconductors, and of which could have a material adverse effect on our business, prospects
and results of operations. In addition, prices and transportation expenses for these materials fluctuate depending on many factors beyond
our control, including fluctuations in supply and demand, currency fluctuations, tariffs and taxes, fluctuations and shortages in petroleum
supply, freight charges and other economic and political factors. These risks could be further magnified by geographical developments
such as the conflict between Ukraine and Russia. Substantial increases in the prices for our materials or prices charged to us, such
as those charged by battery cell or semiconductor suppliers, would increase our operating costs, and could reduce our margins if we cannot
recoup the increased costs through increased prices. Any attempts to increase product prices in response to increased material costs
could result in cancellations of orders and reservations and materially and adversely affect our brand, image, business, results of operations,
prospects and financial condition.

 Furthermore, currency fluctuations,
tariffs or shortages in petroleum and other economic or political conditions have and may continue to result in significant increases
in freight charges and raw material costs. Substantial increases in the prices for our raw materials or components would increase our
operating costs and could reduce our margins. In addition, a growth in popularity of electric vehicles without a significant expansion
in battery cell production capacity could result in shortages which would result in increased materials costs to us, and would impact
our expected manufacturing and delivery timelines, and adversely affect our business, prospects, financial condition, results of operations,
and cash flows.

 We must develop complex software and technology
systems, including in coordination with vendors and suppliers, in order to produce our electric vehicles, and there can be no assurance
such systems will be successfully developed.

 Our vehicles, use a substantial
amount of third-party and proprietary software and complex technological hardware to operate, some of which is still subject to
further development and testing. The development and implementation of such advanced technologies is inherently complex, and requires
coordination with our vendors and suppliers in order to integrate such technology into our electric vehicles and ensure it interoperates
with other complex technology as designed and as expected.

 We may fail to detect defects
and errors that are subsequently revealed, and our control over the performance of third-party services and systems may be limited.
Any defects or errors in, or which are attributed to, our technology, could result in, among other things:

 delayed
 production and delivery of our vehicles;

 delayed
 market acceptance of our vehicles;

 loss
 of customers or inability to attract new customers;

 diversion
 of engineering or other resources for remedying the defect or error;

 damage
 to our brand or reputation;

 increased
 service and warranty costs;

 legal
 action by customers or third parties, including product liability claims; and

 penalties
 imposed by regulatory authorities.

 In addition, if we are unable
to develop the software and technology systems necessary to operate our vehicles, our competitive position will be harmed. We rely on
third-party suppliers to develop a number of technologies for use in our products. There can be no assurances that
our suppliers will be able to meet the technological requirements, production timing and volume requirements to support our business
plan. In addition, such technology may not satisfy the cost, performance useful life and warranty characteristics we anticipate in our
business plan, which could materially adversely affect our business, prospects and results of operations.

 If our manufacturing facilities become
inoperable, we will be unable to produce our vehicles and our business will be harmed.

 Any failure to continue
commercial production on schedule, such as a breakdown or interruption of our supply chain, would lead to additional costs and would
delay our ability to generate meaningful revenues. In addition, it could prevent us from gaining the confidence of potential customers,
spur cancellations of reservations for the Models and open the door to increased competition. All of the foregoing could hinder our ability
to successfully launch and grow our business and achieve a competitive position in the market.

 We rely on complex machinery for our operations,
and production involves a significant degree of risk and uncertainty in terms of operational performance, safety, security and costs.

 We expect to utilize a number
of new manufacturing technologies, techniques and processes for our vehicles, such as motor winding equipment, and we may utilize additional
new technologies, techniques and processes in the future. Certain design features in our vehicles present additional manufacturing challenges,
such the Battery Management System and Thermal Management System. There is no guarantee that we will be able to successfully and timely
introduce and scale any such new processes or features.

 We also rely heavily on
complex machinery for our operations, and our production involves a significant degree of uncertainty and risk in terms of operational
performance and costs. Our manufacturing plant employs large-scale, complex machinery combining many components, which may suffer unexpected
malfunctions from time to time and will depend on repairs and spare parts that may not be available when needed.

 Unexpected malfunctions
of the manufacturing plant components may significantly decrease our operational efficiency, including by forcing manufacturing shutdowns
in order to conduct repairs or troubleshoot manufacturing problems. Our facilities may also be harmed or rendered inoperable by natural
or man-made disasters, including but not limited to earthquakes, tornadoes, flooding, fire, power outages, environmental hazards
and remediation, costs associated with decommissioning of equipment, labor disputes and strikes, difficulty or delays in obtaining governmental
permits and licenses, damages or defects in electronic systems, industrial accidents or health epidemics, such as the recent COVID-19 pandemic,
which may render it difficult or impossible for us to manufacture our vehicles for some period of time. The inability to produce our
vehicles or the backlog that could develop if our manufacturing plant is inoperable for even a short period of time may result in the
loss of customers or harm our reputation. Although we maintain insurance for damage to our property and the disruption of our business,
this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms,
if at all. Should operational risks materialize, they may result in the personal injury to or death of our workers, the loss of production
equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage,
administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our
business, results of operations, cash flows, financial condition or prospects.

 If we update or discontinue the use of
our manufacturing equipment more quickly than expected, we may have to shorten the useful lives of any equipment to be retired as a result
of any such update, and the resulting acceleration in our depreciation could negatively affect our financial results.

 We have invested and expect
to continue to invest significantly in what we believe is state of the art tooling, machinery and other manufacturing equipment, and
we depreciate the cost of such equipment over their expected useful lives. However, manufacturing technology may evolve rapidly, and
we may decide to update our manufacturing processes more quickly than expected. Moreover, as we ramp the commercial production of our
vehicles, our experience may cause us to discontinue the use of already installed equipment in favor of different or additional equipment.
The useful life of any equipment that would be retired early as a result would be shortened, causing the depreciation on such equipment
to be accelerated, and our results of operations could be negatively impacted.

 We have no experience to date in mass manufacturing
of our electric vehicles.

 We cannot provide any assurance
as to whether we will be able to develop efficient, automated, low-cost logistics and production capabilities and processes and
reliable sources of component supply that will enable us to meet the quality, price, engineering, design and production standards, as
well as the production volumes, required to successfully mass market our vehicles. Even if we are successful in developing our high volume
production capability and processes and reliably source our component supply, no assurance can be given as to whether we will be able
to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond our control such as problems
with suppliers and vendors, or force majeure events, or in time to meet our commercialization schedules, or to store and deliver parts
in sufficient quantities to the manufacturing lines in a manner that enables us to maintain our production ramp curve and rates, or to
satisfy the requirements of customers and potential customers. Any failure to develop such logistics and production processes and capabilities
within our projected costs and timelines could have a material adverse effect on our business, results of operations, prospects and financial
condition. Bottlenecks and other unexpected challenges have and may continue to arise as we ramp production of the models, and it will
be important that we address them promptly while continuing to control our logistics and manufacturing costs. If we are not successful
in doing so, or if we experience issues with our logistics and manufacturing process improvements, we could face further delays in establishing
and/or sustaining our production ramps or be unable to meet our related cost and profitability targets.

 If our vehicles fail to perform as expected,
our ability to develop, market and sell or lease our products could be harmed.

 Our vehicles or the components
installed therein have in the past and may in the future contain defects in design and manufacture that may cause them not to perform
as expected or that may require repairs, recalls, and design changes, any of which would require significant financial and other resources
to successfully navigate and resolve. Although we will attempt to remedy any issues we observe in our products as effectively and rapidly
as possible, such efforts could significantly distract management's attention from other important business objectives, may not
be timely, may hamper production or may not be to the satisfaction of our customers. Further, our limited operating history and limited
field data reduce our ability to evaluate and predict the long-term quality, reliability, durability and performance characteristics
of our battery packs, powertrains and vehicles. There can be no assurance that we will be able to detect and fix any defects in our products
prior to their sale or lease to customers.

 Any defects, delays or legal
restrictions on vehicle features, or other failure of our vehicles to perform as expected, could harm our reputation and result in delivery
delays, product recalls, product liability claims, breach of warranty claims and significant warranty and other expenses, and could have
a material adverse impact on our business, results of operations, prospects and financial condition. Any such defects or noncompliance
with legal requirements could also result in safety recalls. See " — Risks Related to Regulation and Litigation."
As a new entrant to the industry attempting to build customer relationships and earn trust, these effects could be significantly
detrimental to us. Additionally, problems and defects experienced by other electric consumer vehicles could by association have a negative
impact on perception and customer demand for our vehicles.

 In addition, even if our
vehicles function as designed, we expect that the battery efficiency, and hence the range, of our electric vehicles, like other electric
vehicles that use current battery technology, will decline over time. Other factors, such as usage, time and stress patterns, may also
impact the battery's ability to hold a charge, or could require us to limit vehicles' battery charging capacity, including
via over-the-air or other software updates, for safety reasons or to protect battery capacity, which could further decrease our
vehicles' range between charges. Such decreases in or limitations of battery capacity and therefore range, whether imposed by deterioration,
software limitations or otherwise, could also lead to consumer complaints or warranty claims, including claims that prior knowledge of
such decreases or limitations would have affected consumers' purchasing decisions. Further, there can be no assurance that we will
be able to improve the performance of our battery packs, or increase our vehicles' range, in the future. Any such battery deterioration
or capacity limitations and related decreases in range may negatively influence potential customers' willingness to purchase our
vehicles and negatively impact our brand and reputation, which could adversely affect our business, prospects, results of operations
and financial condition.

 We face challenges providing charging solutions for our vehicles.

 Demand for our vehicles
will depend in part on the availability of charging infrastructure both domestically and internationally. While the prevalence of charging
stations has been increasing, charging station locations are significantly less widespread than gas stations. Globally there are supportive
regulations and funding to build and implement more charging stations. In the U.S., there is a movement toward having a uniform charging
adaptor whereby customers of different brands of electric vehicles may use any charging station. However, there is no assurance that
more changing stations will be built and implemented in the future, or that a uniform charging adaptor will be available in the future.

 Insufficient reserves to cover future warranty
or part replacement needs or other vehicle repair requirements, including any potential software upgrades, could materially adversely
affect our business, prospects, financial condition and results of operations.

 We provide a new vehicle
limited warranty on all vehicles, components and systems. Warranty reserves will include our management team's best estimate of
the projected costs to repair or to replace items under warranty. Such estimates are inherently uncertain, particularly in light of our
limited operating history and the limited field data available to us, and changes to such estimates based on real-world observations
may cause material changes to our warranty reserves in the future. If our reserves are inadequate to cover future maintenance requirements
on our vehicles, our business, prospects, financial condition and results of operations could be materially and adversely affected. We
may become subject to significant and unexpected expenses as well as claims from our customers, including loss of revenue or damages.
There can be no assurances that then-existing reserves will be sufficient to cover all claims. In addition, if future laws or regulations
impose additional warranty obligations on us that go beyond our manufacturer's warranty, we may be exposed to materially higher
warranty, parts replacement and repair expenses than we expect, and our reserves may be insufficient to cover such expenses.

 We may not be able to accurately estimate
the supply and demand for our vehicles, which could result in a variety of inefficiencies in our business and hinder our ability to generate
revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.

 It is difficult to predict
our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our
business. We will be required to provide forecasts of our demand to our suppliers several months prior to the scheduled delivery
of vehicles to our prospective customers. Currently, there is no historical basis for making judgments about the demand for our vehicles
or our ability to develop, manufacture, and deliver vehicles, or our profitability in the future. If we overestimate our requirements,
our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers
may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues. In
addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific
supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of product components
in a timely manner, the delivery of vehicles to our customers could be delayed, which would harm our business, financial condition and
results of operations.

 Our vehicles will make use of lithium-ion battery
cells, which have been observed to catch fire or vent smoke and flame.

 The battery packs within
our vehicles make use of, and any future energy storage systems will make use of lithium-ion cells. On rare occasions, lithium-ion cells
can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other
lithium-ion cells. While we have designed our battery packs to passively contain a single cell's release of energy without
spreading to neighboring cells, a field or testing failure of our vehicles or other battery packs that we produce could occur. In addition,
although we equip our vehicles with systems designed to detect and warn vehicle occupants of such thermal events, there can be no assurance
that such systems will function as designed or will provide vehicle occupants with sufficient, or any, warning in all crashes. Any such
events or failures of our vehicles, battery packs or warning systems could subject us to lawsuits, product recalls, or redesign efforts,
all of which would be time consuming and expensive. Also, negative public perceptions regarding the suitability of lithium-ion cells
for automotive applications or any future incident involving lithium-ion cells, such as a vehicle or other fire, even if such incident
does not involve our vehicles, could seriously harm our business and reputation.

 Risks Related to Cybersecurity and Data Privacy

 Any unauthorized control, manipulation,
interruption or compromise of or access to our products or information technology systems could result in loss of confidence in us and
our products, harm our business and materially adversely affect our financial performance, results of operations or prospects.

 Our products may contain
complex information technology systems. For example, our vehicles are designed with built-in data connectivity to accept and install
periodic remote updates to improve their functionality.

 In addition, we expect to
collect, store, transmit and otherwise process data from vehicles, customers, personnel and other third parties as part of our business
operations, which may include personal data or confidential or proprietary information. We also work with third-party service providers
and vendors that collect, store and process such data on our behalf. We have taken certain measures to prevent unauthorized access and
plan to continue to deploy additional measures as we grow. Our third-party service providers and vendors also take steps to protect
the security and integrity of our and their information technology systems and our and their customers' information. However, there
can be no assurance that such systems and measures will not be compromised as a result of intentional misconduct, including by personnel,
contractors, or vendors, as well as by software bugs, human error, or technical malfunctions.

 Furthermore, cyber threat
actors may in the future attempt to gain unauthorized access to, modify, alter and use our vehicles, products and systems to (i) gain
control of, (ii) change the functionality, user interface and performance characteristics of and/or (iii) gain access to data
stored in or generated by, our vehicles, products and systems. Advances in technology, new vulnerability discoveries, an increased level
of sophistication and diversity of our products and services, an increased level of expertise of cyber threat actors and new discoveries
in the field of cryptography could lead to a compromise or breach of the measures that we or our third-party service providers use.
Some of our products and information technology systems contain or use open source software, which can create additional risks, including
potential security vulnerabilities. We and our third-party service providers' may in the future be affected by security incidents.
Our systems are also vulnerable to damage or interruption from, among other things, computer viruses, malware, ransomware, killware,
wiperware, computer denial or degradation of service attacks, telecommunications failures, social engineering schemes (such as vishing,
phishing or smishing), domain name spoofing, insider theft, physical theft, fire, terrorist attacks, natural disasters, power loss, war,
or misuse, mistake or other attempts to harm our products and systems. Our data center and our third-party service providers'
or vendors' data centers could be subject to break-ins, sabotage and intentional acts of vandalism causing potential disruptions.
Some of our systems will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any problems
at our or our third-party service providers' or vendors' data centers and/or cloud infrastructure could result in lengthy
interruptions in our service and our business operations. There can be no assurance that any security or other operational measures that
we or our third-party service providers or vendors have implemented will be effective against any of the foregoing threats or issues.

 These risks have been heightened
in connection with the ongoing conflict between Russia and Ukraine and we cannot be certain how this new risk landscape will impact our
operations. When geopolitical conflicts develop, government systems as well as critical infrastructures such as financial services and
utilities may be targeted by state-sponsored cyberattacks even if they are not directly involved in the conflict. There can be no
assurance that our business will not become a potential target as adversaries may attack networks and systems indiscriminately. Such
cyberattacks may potentially cause unauthorized access to our sensitive data (including our proprietary software codes), products, and
systems, causing data breach, or disruption, modification, destruction to our systems and applications. As a result, we may suffer monetary
losses, business interruption, and long-lasting operational issues, damage to our reputation and brand, loss of our intellectual
property or trade secrets.

 If we are unable to protect
our products and systems (and the information stored in our systems) from unauthorized access, use, disclosure, disruption, modification,
destruction or other breach, such problems or security breaches could have negative consequences for our business and future prospects,
including compromise of vehicle integrity and physical safety, causing monetary losses, giving rise to liabilities under our contracts
or to the owners of the applicable information, subjecting us to substantial fines, penalties, damages and other liabilities under applicable
laws and regulations, incurring substantial costs to respond to, investigate and remedy such incidents, reducing customer demand for
our products, harming our reputation and brand and compromising or leading to a loss of protection of our intellectual property or trade
secrets. In addition, regardless of their veracity, reports of unauthorized access to our vehicles, systems or data, as well as other
factors that may result in the perception that our vehicles, systems or data are vulnerable to being "hacked," could negatively
affect our brand. In addition, some members of the U.S. federal government, including certain members of Congress and the National
Highway Traffic Safety Administration (" NHTSA "), have recently focused attention on automotive cybersecurity
issues and may in the future propose or implement regulations specific to automotive cybersecurity. In addition, the United Nations Economic
Commission for Europe has introduced new regulations governing connected vehicle cybersecurity, which became effective in January 2021
and are expected to apply in the European Union to all new vehicle types beginning in July 2022 and to all existing architectures/new
vehicles from July 2024. Such regulations are also in effect, or expected to come into effect, in certain other international jurisdictions.
These and other regulations could adversely affect the timing of our entry into various markets, and if such regulations or other future
regulations are inconsistent with our approach to automotive cybersecurity, we would be required to modify our systems to comply with
such regulations, which would impose additional costs and delays and could expose us to potential liability to the extent our automotive
cybersecurity systems and practices are inconsistent with such regulation.

 We may not have adequate
insurance coverage to cover losses associated with any of the foregoing, if any. The successful assertion of one or more large claims
against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases
or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business. In addition,
we cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or that our insurers will not
deny coverage as to any future claim.

 Furthermore, we are continuously
expanding and improving our information technology systems. In particular, our planned future vehicles will necessitate continued development,
maintenance and improvement of our information technology and communication systems in the United States and abroad, such as systems
for product data management, vehicle management tools, vehicle security systems, vehicle security management processes, procurement of
bill of material items, supply chain management, inventory management, production planning and execution, lean manufacturing, sales,
service and logistics, dealer management, financial, tax and regulatory compliance systems. Our ability to operate our business will
depend on the availability and effectiveness of these systems. The implementation, maintenance, segregation and improvement of these
systems require significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving
and expanding our core systems as well as implementing new systems, including the disruption of our data management, procurement, manufacturing
execution, finance, supply chain, inventory management, and sales and service processes. We cannot be certain that these systems or their
required functionality will be effectively and timely developed, implemented, maintained or expanded as planned. If we are unsuccessful
in any of the foregoing, our operations may be disrupted, our ability to accurately or timely report our financial results could be impaired,
and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results.
If these systems or their functionality do not operate as we expect them to, we may be required to expend significant resources to make
corrections or find alternative sources for performing these functions. Any of the foregoing could materially adversely affect our business,
prospects, results of operations and financial condition.

 In addition, our vehicles
depend on the ability of software and hardware to store, retrieve, process and manage immense amounts of data. Our software and hardware,
including any over-the-air or other updates, may contain, errors, bugs, design defects or vulnerabilities, and our systems may be
subject to technical limitations that may compromise our ability to meet our objectives. Some errors, bugs or vulnerabilities may reside
in third-party intellectual property or open source software and/or be inherently difficult to detect and may only be discovered
after code has been released for external or internal use. Although we will attempt to remedy any issues we observe in our vehicles as
effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not be to the satisfaction of our customers.
Additionally, if we are able to deploy updates to the software addressing any issues but our over-the-air update procedures fail
to properly update the software, our customers will then be responsible for working with our service personnel to install such updates
to the software, and their vehicle will be subject to these vulnerabilities until they do so. Any compromise of our intellectual property,
proprietary information, systems or vehicles or inability prevent or effectively remedy errors, bugs, vulnerabilities or defects in our
software and hardware may cause us to suffer lengthy interruptions to our ability to operate our business and our customers' ability
to operate their vehicles, compromise of vehicle integrity and physical safety, damage to our reputation, loss of customers, loss of
revenue, governmental fines, investigations or litigation or liability for damages, any of which could materially adversely affect our
business, results of operations, prospects and financial condition.

 We are subject to evolving laws, regulations,
standards, policies, and contractual obligations related to data privacy and security, and any actual or perceived failure to comply
with such obligations could harm our reputation and brand, subject us to significant fines and liability, or otherwise adversely affect
our business.

 In the course of our operations,
we may collect, use, store, disclose, transfer and otherwise process personal information from our customers, personnel and third parties
with whom we conduct business, including names, accounts, driver license information, user IDs and passwords, and payment or transaction
related information. Additionally, we will use our vehicles' electronic systems to log information about each vehicle's use,
such as charge time, battery usage, geolocation, mileage and driving behavior, in order to aid it in vehicle diagnostics, repair and
maintenance, as well as to help us customize and improve the driving and riding experience.

 Accordingly, we may be subject
to or affected by a number of federal, state, local and international laws and regulations, as well as contractual obligations and industry
standards, that impose certain obligations and restrictions with respect to data privacy and security and govern our collection, storage,
retention, protection, use, transmission, sharing, disclosure and other processing of personal information including that of our personnel,
customers and other third parties with whom we conduct business. These laws, regulations and standards may be interpreted and applied
differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that
may have a material and adverse impact on our business, financial condition and results of operations.

 The global data protection
landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable
future. We may not be able to monitor and react to all developments in a timely manner. For example, the European Union adopted the General
Data Protection Regulation (" GDPR "), which became effective in May 2018, California adopted the California
Consumer Privacy Act of 2018 (" CCPA "), which became effective in January 2020, Canada adopted
the Personal Information Protection and Electronic Documents Act (" PIPEDA ") and continues to amend the statute, the
United Arab Emirates adopted the Data Protection Law (" DPL "), which became effective in January 2022, and the
Kingdom of Saudi Arabia enacted the Personal Data Protection Law (" PDPL ") which will take effect in March 2023.
Each of the GDPR, the CCPA, the PIPEDA, the DPL and the PDPL impose additional obligations on companies regarding the handling of personal
data and provides certain individual privacy rights to persons whose data is collected. Compliance with existing, proposed and recently
enacted laws and regulations (including implementation of the privacy and process enhancements called for under the GDPR, CCPA, PIPEDA,
DPL and PDPL) can be costly, and any failure to comply with these regulatory standards could subject us to legal and reputational risks.

 Specifically, failure to
comply with the GDPR can result in significant fines and other liability, including, under the GDPR, fines of up to EUR 20 million
or four percent (4%) of global revenue, whichever is greater. The cost of compliance, and the potential for fines and penalties for non-compliance,
with GDPR may have a significant adverse effect on our business and operations. Recent legal developments in the European Economic Area
(" EEA "), including recent rulings from the Court of Justice of the European Union and from various EU member state
data protection authorities, have created complexity and uncertainty regarding transfers of personal data from the EEA to the United States
and other so-called third countries outside the EEA. Similar complexities and uncertainties also apply to transfers from the
United Kingdom to third countries. While we have taken steps to mitigate the impact on us, the efficacy and longevity of these mechanisms
remains uncertain.

 At the state level, we may
be subject to law and regulations such as the CCPA. The CCPA establishes a privacy framework for covered businesses, including an
expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially
severe statutory damages for violations and a private right of action for certain data breaches. The CCPA requires covered businesses
to provide California residents with new privacy-related disclosures and new ways to opt-out of certain uses and disclosures
of personal information. As we expand our operations, the CCPA may increase our compliance costs and potential liability. Some observers
have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States. Additionally,
effective in most material respects starting on January 1, 2023, the California Privacy Rights Act (" CPRA "), will
significantly modify the CCPA, including by expanding California residents' rights with respect to certain sensitive personal information.
The CPRA also creates a new state agency that will be vested with the authority to implement and enforce the CCPA and the CPRA.

 Other states, including
Virginia and Colorado, have enacted or are in the process of enacting, or considering similar laws. Compliance with these state statutes,
other similar state or federal laws that may be enacted in the future, and other applicable privacy and data security laws and regulations
is a rigorous and time-intensive process, and we may be required to put in place additional mechanisms to comply with such laws
and regulations, which could cause us to incur substantial costs or require us to change our business practices, including our data practices,
in a manner adverse to our business. In particular, certain emerging privacy laws are still subject to a high degree of uncertainty as
to their interpretation and application. Failure to comply with applicable laws or regulations or to secure personal information could
result in investigations, enforcement actions and other proceedings against us, which could result in substantial fines, damages and
other liability as well as damage to our reputation and credibility, which could have a negative impact on revenues and profits.

 We will be required to post
public privacy policies and other documentation regarding our collection, use, disclosure and other processing of personal information.
Although we will endeavor to comply with our published policies and other documentation, we may at times fail to do so or may be perceived
to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our personnel, contractors,
service providers, vendors or other third parties fail to comply with our published policies and documentation. Such failures could carry
similar consequences or subject us to potential local, state and federal action if they are found to be deceptive, unfair or misrepresentative
of our actual practices. Claims that we have violated individuals' privacy rights or failed to comply with data protection laws
or applicable privacy notices could, even if we are not found liable, be expensive and time-consuming to defend and could result
in adverse publicity that could harm our business.

 Most jurisdictions have
enacted laws requiring companies to notify individuals, regulatory authorities and other third parties of security breaches involving
certain types of data. For example, laws in all 50 U.S. states generally require business to provide notice under certain circumstances
to consumers whose personal information has been disclosed as a result of a breach. Such laws may be inconsistent or may change or additional
laws may be adopted. In addition, our agreements with certain customers may require us to notify them in the event of a security breach.
Such mandatory disclosures are costly, could lead to negative publicity, penalties or fines, litigation and our customers losing confidence
in the effectiveness of our security measures and could require us to expend significant capital and other resources to respond to or
alleviate problems caused by the actual or perceived security breach. Any of the foregoing could materially adversely affect our business,
prospects, results of operations and financial condition.

 Risks Related to Ownership of Thunder Power's Securities

 Risks Related to Ownership of Thunder Power's
Common Stock

 The price of our Common Stock may be volatile.

 The stock price of our Common Stock may be volatile.
The market price for our Common Stock may be influenced by many factors, including the other risks described in this section and the
following:

 actual
 or anticipated variations in our financial results or those of companies that are perceived
 to be similar to us;

 market
 conditions in the EV sectors;

 market
 conditions and sentiment involving companies that have recently completed a business combination
 with a special purpose acquisition company ("SPAC");

 announcements
 by us or our competitors of significant acquisitions, strategic alliances, joint ventures
 or capital commitments;

 developments
 or disputes concerning patents or other proprietary rights, including patents, litigation
 matters and our ability to obtain patent protection for its products;

 our
 ability or inability to raise additional capital and the terms on which it is raised;

 the
 recruitment or departure of key personnel;

 actual
 or anticipated changes in earnings estimates or changes in stock market analyst recommendations
 regarding our Common Stock, other comparable companies or the industry generally;

 our
 failure or the failure of our competitors to meet analysts' projections or guidance;

 fluctuations
 in the valuation of companies perceived by investors to be comparable to us;

 announcement
 and expectation of additional financing efforts;

 speculation
 in the press or investment community;

 trading
 volume of our Common Stock;

 sales
 of our Common Stock by us or Selling Stockholders;

 the
 concentrated ownership of our Common Stock;

 in accounting principles;

 terrorist
 acts, acts of war or periods of widespread civil unrest;

 natural
 disasters, public health crises and other calamities; and

 general
 economic, industry and market conditions.

 In addition, the stock markets
in general, and the markets for SPAC post-business combination businesses, EV stocks in particular, have experienced extreme volatility
during 2024. This volatility can often be unrelated to the operating performance of the underlying business. These broad market and industry
factors may seriously harm the market price of our Common Stock, regardless of our operating performance.

 We may incur significant costs from class action litigation
due to stock volatility.

 Our stock price may fluctuate
for many reasons, including as a result of public announcements regarding the progress of development efforts for our EVs, the development
efforts of future collaborators or competitors, the addition or departure of key personnel, variations in quarterly operating results
and changes in market valuations of EV companies. This risk is especially relevant to us because EV companies have experienced significant
stock price volatility in recent years, including since the public announcement of our Business Combination in October 2023.
In addition, recently there has been significant stock price volatility involving the shares of companies that have recently completed
business combinations with SPACs. When the market price of a stock has been volatile, as our stock price may be, holders of that stock
have occasionally brought securities class action litigation against the company that issued the stock. Additionally, there has recently
been a general increase in litigation against companies that have recently completed business combinations with SPACs alleging fraud
and other claims based on inaccurate or misleading disclosures. If any of our stockholders were to bring a lawsuit of this type against
us, even if the lawsuit is without merit, we could incur substantial costs defending the lawsuit. The lawsuit could also divert the time
and attention of management.

 We are an "emerging growth company"
and the reduced disclosure requirements applicable to emerging growth companies may make our Common Stock less attractive to investors
and may make it more difficult to compare our financial performance with other public companies.

 We are an emerging growth
company, as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved. An emerging growth company may elect to delay the
adoption of new or revised accounting standards. As a result, our financial statements may not be comparable to companies that comply
with the effective dates of revised accounting standards. Investors may find our Common Stock less attractive because of our reliance
on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for
their common stock, and the stock price may be more volatile.

 Future sales and issuances of Common Stock
or rights to purchase Common Stock could result in additional dilution to our stockholders and could cause the price of our Common Stock
to decline.

 Significant additional capital
will be needed in the future to continue our planned operations. To raise capital, we may sell shares of Common Stock, convertible securities,
or other equity securities in one or more transactions at prices and in a manner as determined from time to time. If we sell Common Stock,
convertible securities, or other equity securities, current stockholders may be materially diluted by such sales. New investors could
gain rights, preferences, and privileges senior to the current holders of our Common Stock.

 Pursuant to the 2024 Plan,
the Board or a committee appointed by the Board to administer the 2024 Omnibus Equity Incentive Plan (the "Administrator"),
is authorized to grant stock options to our employees, non-employee directors, and consultants. Initially, the maximum aggregate
number of shares of Common Stock that may be issued pursuant to stock awards under the 2024 Omnibus Equity Incentive Plan is approximately 4,588,005 shares
of Common Stock. Annually, on the first trading day of the calendar year, beginning with calendar year 2025, such share reserve
will automatically increase by 5% of the total number of shares of Common Stock outstanding as of the last day of the immediately
preceding calendar year, unless the Administrator acts prior to January 1 of such year to provide that there will be no increase
or a lesser increase in the share reserve for that year.

 The issuance of additional
shares of Common Stock or other equity securities of equal or senior rank may have some or all of the following effects:

 the
 amount of cash available per share, including for payment of dividends in the future, may
 decrease;

 the
 relative voting strength of each previously outstanding share of common stock may be diminished;
 and

 the
 market price of our Common Stock may decline.

 Reports published by analysts, including
projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Common Stock.

 Securities research analysts
may publish their own periodic financial projections for our business. These projections may vary widely and may not accurately predict
the results that we actually achieve. Our stock price may decline if our actual results do not match the projections of these securities
research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or
unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage or fails to
publish reports on us regularly, our stock price or trading volume could decline. If no analysts cover us, the trading price and volume
for our Common Stock could be adversely affected.

 Anti-takeover provisions in our governing
documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove
our current management and limit the market price of our Common Stock.

 The Second Amended and Restated
Certificate of Incorporation of the Company (the "Charter"), the Company's bylaws (the "Bylaws") and Delaware
law contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable
by the Board. Among other things, the Charter and/or the Company's Bylaws include the following provisions:

 permit
 the Board to issue up to 100,000,000 shares of preferred stock, with any rights, preferences,
 and privileges as they may designate, including the right to approve an acquisition or other
 change of control;

 that the number of directors may be changed only by resolution of the Board;

 that, subject to the rights of any series of preferred stock to elect directors, directors
 may be removed only for cause by the holders of two-thirds (66 and 2/3%) of the voting
 power of all of the then outstanding shares of voting stock of Combined Company entitled
 to vote generally at an election of directors;

 that all vacancies, subject to the rights of any series of preferred stock, including newly
 created directorships, may, except as otherwise required by law, be filled exclusively by
 the affirmative vote of a majority of the directors then in office, even though less than
 a quorum, or by a sole remaining director;

 that stockholders seeking to present proposals before a meeting of stockholders or seeking
 to nominate candidates for election as directors at a meeting of stockholders must provide
 advance notice in writing, and specify requirements as to the form and content of such notice;

 that special meetings of the our stockholders may be called the Board; and

 that the Board will be divided into three classes of directors, with only one class of directors
 being elected each year and each individual director serving a three-year term, thereby
 making it more difficult for stockholders to change the composition of the Board.

 These provisions, alone
or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation,
we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, as may be amended from
time to time (the "DGCL"), which prevents interested stockholders, such as certain stockholders holding more than 15% of
our outstanding common stock, from engaging in certain business combinations unless (i) prior to the time such stockholder became an
interested stockholder, the board of directors approved the transaction that resulted in such stockholder becoming an interested stockholder,
(ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the common stock, or (iii) following board approval, such business combination receives the approval of the holders
of at least two-thirds of our outstanding common stock not held by such interested stockholder.

 Any provision of the Charter,
the Company's Bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the
opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some
investors are willing to pay for our common stock.

 If the Business Combination's benefits
do not meet the expectations of investors, stockholders or financial analysts, the market price of our Common Stock may decline.

 If the benefits of the Business
Combination do not meet the expectations of investors or securities analysts, the market price of our Common Stock may decline. Any of
the factors listed below could have a material adverse effect on your investment in our Common Stock and it may trade at a price significantly
below the price you paid for it.

 Factors affecting the trading price of our Common
Stock following the Business Combination may include:

 actual
 or anticipated fluctuations in our quarterly financial results or the quarterly financial
 results of companies perceived to be similar to us;

 in the market's expectations about our operating results;

 our
 operating results failing to meet the expectation of securities analysts or investors in
 a particular period;

 operating
 and stock price performance of other companies that investors deem comparable to us;

 in laws and regulations affecting our business;

 commencement
 of, or involvement in, litigation involving us;

 in our capital structure, such as future issuances of securities or the incurrence of additional
 debt;

 the
 volume of shares available for public sale;

 any
 major change in our Board or senior management;

 sales
 of substantial amounts of securities by our directors, executive officers, or significant
 stockholders or the perception that such sales could occur; and

 other
 material developments affecting the EV industry.

 Broad market and industry
factors may materially affect the market price of our Common Stock irrespective of our operating performance. The stock market in general
and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance
of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable.
A loss of investor confidence in the market for retail stocks or the stocks of other companies, notably in the EV industry, which investors
perceive to be similar to us could depress our stock price regardless of its business, prospects, financial conditions or results of
operations. A decline in the market price for our Common Stock also could adversely affect our ability to issue additional securities
and our ability to obtain additional financing in the future.

 Risks Related to Ownership of Thunder Power's Warrants

 Our warrants became exercisable for our
Common Stock thirty (30) days after the completion of the Business Combination, which increased the number of shares eligible for
future issuance and resale in the public market.

 Outstanding warrants to
purchase an aggregate of 10,537,475 shares of our Common Stock became exercisable in accordance with the terms of the Warrant Agreement
governing those securities. The public warrants became exercisable 30 days after the completion of the Business Combination. The
likelihood that those warrants will be exercised increases if the trading price of our Common Stock exceeds the exercise price of the
warrants. The exercise price of these warrants is $11.50 per share. There is no guarantee that the warrants will ever be in the money
after they become exercisable prior to their expiration, and as such, the warrants may expire worthless. To the extent warrants are exercised,
additional shares of our Common Stock will be issued, which may result in dilution to the holders of our Common Stock and increase the
number of shares eligible for resale in the public market. Sales of substantial numbers of shares issued upon the exercise of warrants
in the public market could adversely affect the market price of our Common Stock.

 Once our warrants become exercisable, we may redeem the unexpired
warrants prior to their exercise at a time or in a manner that is disadvantageous to you.

 As of the date of the annual
report, there were 10,537,475 warrants issued and outstanding, which will expire five years after the date of the Closing. We have the
ability to redeem outstanding warrants at any time prior to their expiration, at a price of $0.01 per warrant, provided that the last
reported sales price of our Common Stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third business day
prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. There can be no assurance
that the price of our Common Stock will not exceed the threshold of $16.50 after the Business Combination.

 We will notify the warrant
agent and publicly announce the call for redemption at least thirty (30) days prior to the redemption date and mail the registered holders
by first class mail. We will not redeem the warrants unless a registration statement under the Securities Act covering the shares of
Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Common Stock is
available throughout the redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is
exempt from registration under the Securities Act. If we elect to redeem the warrants on a cashless basis, we will not receive any cash
proceeds from the exercise of such warrants.

 Redemption of the outstanding
warrants could force you (i) to exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for
you to do so, (ii) to sell warrants at the then-current market price when you might otherwise wish to hold warrants or (iii) to
accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially
less than the market value of the warrants.

 The Warrant Agreement designates the courts of the State of
New York or the United States District Court for the Southern District of New York as the exclusive forum for certain types of actions
and proceedings that may be initiated by holders of the warrants.

 Pursuant to the Warrant
Agreement, any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York. The provision
will apply to suit, action, proceeding or claim brought to enforce any liability or duty arising under the Securities Act. Notwithstanding
the foregoing, the provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in our warrants shall be deemed to have notice of and to have consented to the forum provisions in
the Warrant Agreement.

 This choice-of-forum provision
may limit a warrant holder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company,
which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations
and result in a diversion of the time and resources of our management or Board.

 If we do not file and maintain a current
and effective prospectus relating to the Common Stock issuable upon exercise of our warrants, warrant holders will only be able to exercise
such warrants on a "cashless basis."

 If we do not file and maintain
a current and effective prospectus relating to the shares of Common Stock issuable upon exercise of our warrants at the time that holders
wish to exercise such warrants, they will only be able to exercise them on a "cashless basis" provided that an exemption
from registration is available. As a result, the number of shares of our Common Stock that holders will receive upon exercise of our
warrants will be fewer than it would have been had such holder exercised such warrant for cash. Further, if an exemption from registration
is not available, holders will not be able to exercise on a cashless basis and will only be able to exercise their warrants for cash
if a prospectus relating to the shares of Common Stock issuable upon exercise of our warrants is filed and effective. Under the terms
of the Warrant Agreement, ewe have agreed to use our best efforts to meet these conditions and to file and maintain a current and effective
prospectus relating to the shares of Common Stock issuable upon exercise of our warrants, until the expiration of our warrants. However,
we cannot assure you that it will be able to do so. If we are unable to do so, the potential value of the holder's warrants may
be reduced or such warrants may expire worthless.

 Risks Related to Finance, Accounting and Tax Matters

 Our actual results could differ from the estimates and assumptions
used to prepare our consolidated financial statements.

 The preparation of our consolidated
financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts
of certain assets, liabilities, revenues and expenses for the periods covered and certain amounts disclosed in the notes to our consolidated
financial statements. These estimates are based on information available through the date of the issuance of the consolidated financial
statements and actual results could differ from those estimates, which could have a material adverse impact on our financial condition,
results of operations and cash flows.

 We may need to raise additional funds and
these funds may not be available to us when needed. If we cannot raise additional funds when we need them, our business, prospects, financial
condition and operating results could be negatively affected.

 The sourcing, purchasing,
development, and servicing of our projects may be capital-intensive. We may determine that additional funds are necessary. This capital
may be necessary to fund our future operations and to locate new opportunities. We may raise additional funds through the issuance of
equity, equity related or debt securities or through obtaining credit from government or financial institutions. We cannot be certain
that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed,
our business, prospects, financial condition and operating results could be materially adversely affected.

 Our financial results may vary significantly from quarter to
quarter.

 We expect our revenue and
operating results to vary from quarter to quarter. We may incur significant operating expenses during the start-up and early stages
of large contracts and may not be able to recognize corresponding revenue in that same quarter. We may also incur additional expenses
when contracts are terminated or expire and are not renewed. We may also incur additional expenses when companies are newly acquired.
Payments that may be due to us from our future customers may be delayed due to billing cycles or as a result of failures of government
budgets to gain congressional and administration approval in a timely manner.

 Additional factors that
may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this " Risk Factors "
section, including the immediately preceding risk factor, and the following factors, among others:

 variability
 in demand for our services and solutions;

 timing
 of award or performance incentive fee notices;

 timing
 of shipments and deliveries to potential future customers;

 variable
 purchasing patterns under blanket purchase agreements and other indefinite delivery/indefinite
 quantity contracts;

 terms
 of potential future contracts which may affect the timing of revenue recognition;

 costs
 related to government inquiries;

 strategic
 decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and
 joint ventures;

 strategic
 investments or changes in business strategy;

 in the extent to which we use subcontractors;

 potential
 performance errors in our systems;

 seasonal
 fluctuations in our staff utilization rates;

 in our effective tax rate, including changes in our judgment as to the necessity of the valuation
 allowance recorded against our deferred tax assets; and

 the
 length of sales cycles.

 We could be subject to additional tax liabilities.

 We are subject to federal,
state, and local income taxes in the United States. Determining our provision for income taxes requires significant management judgment,
and the ultimate tax outcome may be uncertain. In addition, our provision for income taxes is subject to volatility and could be adversely
affected by many factors, including, among other things, changes to our operating or holding structure, changes in the amounts of earnings
in jurisdictions with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, and changes in
U.S. tax laws. Tax authorities may disagree with our calculation of research and development tax credits, cross-jurisdictional transfer
pricing, or other matters and assess additional taxes, interest, or penalties. While we regularly assess the likely outcomes of these
examinations to determine the adequacy of our provision for income taxes and we believe that our financial statements reflect adequate
reserves to cover any such contingencies, there can be no assurance that the outcomes of such examinations will not have a material impact
on our results of operations and cash flows. If tax authorities change applicable tax laws, our overall taxes could increase, and our
financial condition or results of operations may be adversely impacted.

 Unanticipated changes in effective tax
rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition
and results of operations.

 We are subject to income
taxes in the United States and other jurisdictions, and our tax liabilities are subject to the allocation of expenses in differing jurisdictions.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 in the valuation of our deferred tax assets and liabilities;

 expected
 timing and amount of the release of any tax valuation allowances;

 tax
 effects of stock-based compensation;

 costs
 related to intercompany restructurings;

 in tax laws, regulations or interpretations thereof; or

 lower
 than anticipated future earnings in jurisdictions where we have lower statutory tax rates
 and higher than anticipated future earnings in jurisdictions where we have higher statutory
 tax rates.

 In addition, we may be subject to audits of our
income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial
condition and results of operations.

 The issuance and sale of additional shares
of Common Stock under the Purchase Agreement may result in dilution to our stockholders and have a negative impact on the market price
of our Common Stock.

 From time to time following
the effectiveness of this registration statement, we may direct Westwood to purchase shares of our Common Stock under the Purchase Agreement.
The purchase price for shares will be based on the lowest daily volume weighted average price of our Common Stock during a three consecutive
trading day period following delivery of a purchase notice, less a 5% discount. Because this price is based on prevailing market prices
at the time of each sale, if our stock price declines, we might need to issue more shares to raise the same amount of funding.

 While we have the right
to control the timing and amount of sales under the Purchase Agreement, subject to certain conditions, any such issuances would result
in dilution to our existing stockholders. The extent of dilution will depend on numerous factors, including:

 The
 market price of our Common Stock at the time of each sale

 The
 number of shares we ultimately sell to Westwood

 Other
 sales of our Common Stock that we may make from time to time

 Moreover, additional issuances
of Common Stock under the Purchase Agreement could have a negative impact on the market price of our Common Stock. This in turn could:

 Increase
 the dilution to existing stockholders from future issuances

 Impair
 our ability to raise additional capital through other equity offerings

 Make
 it more difficult to meet the Nasdaq continued listing requirements

 We are not in compliance with the Nasdaq
continued listing requirements. If we are unable to comply with the continued listing requirements of The Nasdaq Capital Market, our
common stock could be delisted, which could affect our common stock's market price and liquidity and reduce our ability to raise
capital.

 On
March 7, 2025, Thunder Power Holdings, Inc., a Delaware corporation (the "Company") received a notification letter from the
Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company has not regained
compliance with 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") and 5450(b)(2)(A), which requires the Company to maintain a minimum Market Value
of Listed Securities ("MVLS") of $50,000,000 (the "MVLS Rule"). Accordingly, the Nasdaq Staff has determined
that the Company's securities will be delisted from the Nasdaq Global 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 18, 2025, and a Form
25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration
on The Nasdaq Stock Market.

 As
previously disclosed in the Company's Current Report on Form 8-K filed on September 6, 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 the Bid Price Rule, and that it had been provided a 180-calendar day grace period to regain compliance with that
requirement, through March 3, 2025. As disclosed in the same Form 8-K, Nasdaq also notified the Company that it was not in compliance
with the MVLS Rule based upon the Company's MVLS for the previous 30 consecutive business days, and that it had been provided a
180-calendar day grace period to regain compliance with that requirement, through March 3, 2025.

 There
can be no assurances that the Panel will grant our request for a hearing or a stay on its suspension of our securities. Additionally,
there can be no assurances that the Panel will provide a decision in our favor after the hearing, or that we will be able to remain in
compliance with the applicable Nasdaq listing requirements on an ongoing basis.

 If our common stock is delisted,
it could be more difficult to buy or sell our common stock and to obtain accurate quotations, and the price of our common stock could
suffer a material decline. Delisting could also impair the liquidity of our common stock and could harm our ability to raise capital
through alternative financing sources on terms acceptable to us, or at all, and may result in potential loss of confidence by investors,
employees, and fewer business development opportunities.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 Risk Management and Strategy

 We have an information security
program designed to identify, protect, detect and respond to, and manage reasonably foreseeable cybersecurity risks and threats. To protect
our information systems from cybersecurity threats, we utilize various security tools that help prevent, identify, escalate, investigate,
resolve, and recover from identified vulnerabilities and security incidents in a reasonably timely manner. These include, but are not
limited to, internal reporting and tools for monitoring and detecting cybersecurity threats.

 We evaluate the risks associated
with technology and cybersecurity threats and monitor our information systems for potential weaknesses. We review and test our information
technology system on an as-needed basis and also utilize internal team personnel to evaluate and assess the efficacy of our information
technology system and enhance our controls and procedures. The results of these assessments are reported to our [Audit Committee] and,
from time to time, our Board of Directors.

 There can be no assurances
that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented,
complied with or are effective in protecting our systems and information.

 As of the date of this report,
we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations,
or financial condition.

 Governance

 Our Board of Directors considers
cybersecurity risk as part of its risk oversight function. It has delegated oversight of cybersecurity and other information technology
risks to the Audit Committee of the Board of Directors. The Audit Committee oversees the implementation of the cybersecurity risk management
program.

 The Audit Committee receives
periodic reports from management on potential cybersecurity risks and threats. The Audit Committee reports to the full Board of Directors
regarding its activities, including those related to cybersecurity. The full Board of Directors also receives briefings from management
on the cybersecurity risk management program as needed.

 Management is responsible
for assessing and managing our material risks from cybersecurity threats. Management has primary responsibility for our overall cybersecurity
risk management program and supervises both the internal cybersecurity personnel and external cybersecurity consultants.

 The management team supervises
efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings
from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including
external consultants; and alerts and reports produced by security tools deployed in the IT environment. Our cybersecurity incident response
plan governs our assessment and response upon the occurrence of a material cybersecurity incident, including the process for informing
senior management and our Board of Directors.

 Item 2. Properties

 Our executive office Unit 5, 21/F., Westley Square,
48 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong..

 Item 3. Legal Proceedings

 Legal Proceedings

 There are no material proceedings
to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our company or any
of our subsidiaries or has a material interest adverse to our company or any of our subsidiaries. No director or executive officer has
been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against
it during the past ten years. No current director or executive officer has been convicted of a criminal offense or is the subject of
a pending criminal proceeding during the past ten years. No current director or executive officer has been the subject of any order,
judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities during the past ten years. No current director or officer has been found by a court
to have violated a federal or state securities or commodities law during the past ten years.

 From time to time, we are
subject to various legal proceedings that arise from the normal course of business activities. In addition, from time to time, third
parties may assert claims of intellectual property infringement, misappropriation or other violation against us in the form of letters
and other forms of communication. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on
our results of operations, prospects, cash flows, financial position and brand.

 We are not currently a party
to any material legal proceedings; however, Mr. Well Sham, our controlling shareholder, is a party to the following legal proceedings:

 Criminal prosecution against Mr. Wellen Sham

 Taiwan Taipei District Prosecutor's
Office (the "Prosecutor") initiated a public prosecution against Mr. Wellen Sham on May 2, 2022, currently being
litigated in Taiwan Taipei District Court Criminal Division (Taiwan Taipei District Court, Year 2022, Jin-Chong-Su-Zhi, No. 19,
the "Criminal Prosecution"). Four court sessions for the Criminal Prosecution have been held. The last court session was
on November 16, 2023. In response to the defendant's request, the court has scheduled a series of hearings starting from March 2024.
The Prosecutor currently has 11 indictments against Mr. Sham in the Criminal Prosecution, which include the following alleged charges:

 1.
 the offense of "causing
 financial statements to become untrue by other improper means" under the Business Entity
 Accounting Act of Taiwan as a result of failure to disclose a related party transaction
 in connection with Electric Power Technology Limited's ("EPTECH") purchase
 of Fund D securities from Sino-JP Fund Co., Ltd because Mr. Sham is associated
 with EPTECH and Sino-JP Fund Co., Ltd. Inc.

 2.
 violation of Securities
 and Exchange Act of Taiwan by misrepresentations of EPTECH's financial
 statements, non-arm's length transaction, and/or breach of Mr. Sham's fiduciary
 duty to EPTECH because the Prosecutor alleged those transactions are not in the normal course
 of business of EPTECH or non-beneficial to EPTECH.

 a.

 Mr. Sham's acquisition of shares in Thunder
 Power Hong Kong Limited ("TPHK"), a company wholly owned by EPTECH, paid for by his GPS patents which the Prosecutor
 alleged were priced at "an unreasonably high price."

 b.

 EPTECH acquired a non-exclusive license for a
 battery pack patent from TPHK by offsetting the debt owed by TPHK to EPTECH, which the Prosecutor alleged was "orchestrated"
 by Mr. Sham and was "non-beneficial to EPTECH."

 c.

 EPTECH engaged an exclusive
 authorized agent for the electric coupe and agreed to pay USD $4,950,000 immediately, which the Prosecutor alleged was "orchestrated"
 by Mr. Sham and was "deemed outside the normal course of EPTECH's business" and caused significant losses
 for EPTECH.

 d.

 EPTECH paid USD $4,480,000
 for parts for an electric four-door sedan from TPHK, which the Prosecutor alleged was "arranged" by Mr. Sham,
 not in the normal course of business of EPTECH and non-beneficial to EPTECH, and constituted a non-arm's length transaction
 and a breach of fiduciary duty under the Securities and Exchange Act of Taiwan.

 e.

 According to the Prosecutor,
 EPTECH failed to fully disclose the transaction terms to the shareholders when negotiating the land purchase transaction between
 EPTECH and Xiang Fang International Co., Ltd. ("XFI") or agreed to alter terms that may have been advantageous to EPTECH,
 resulting in substantial losses to EPTECH.

 3.
 Electric Power Technology
 International Limited ("EPTI"), a subsidiary of EPTECH, granted bonuses to Mr. Sham
 in the amount of USD $150,000, USD $50,000, and USD $100,000, and EPTECH granted
 a bonus of NTD 6,000,000 to Mr. Sham. The Prosecutor alleged that those bonuses
 were granted in violation of fiduciary duty under the Securities and Exchange Act of Taiwan
 and caused losses for EPTECH.

 4.
 Thunder Power granted
 bonuses in the form of an option to purchase approximately 28 million shares of Thunder
 Power at a price of HKD 1.00 per share to Mr. Sham and his spouse*, which the Prosecutor
 alleged to have resulted in losses for EPTECH and constituting a breach of fiduciary duty
 under the Securities and Exchange Act of Taiwan.

 5.
 EPTECH paid for expenses
 associated with a seminar hosted by Thunder Power Electric Vehicle Limited ("TPEV"),
 which the Prosecutor alleged was under the direction of Mr. Sham, constituting a breach
 of trust under the Criminal Code of Taiwan.

 6.
 EPTECH paid the salaries
 of certain employees of TPEV and TPHK, which the Prosecutor alleged was a breach of a fiduciary
 duty under the Securities and Exchange Act of Taiwan.

 7.
 According to the Prosecutor,
 Mr. Sham instructed Mr. Albert Chen to compose a false press release with the aim
 of disseminating rumors or misleading information as EPTECH's spokesperson, which the
 Prosecutor alleged was intended to impact EPTECH's stock prices and influence investors'
 judgments in the stock market, constituting the crime of manipulating the trading prices
 of securities under the Securities and Exchange Act of Taiwan.

 In response to the Prosecutor's
accusations, Mr. Sham sought relief by asserting his innocence, appointing a defense attorney, applying for an investigation of
favorable evidence, and actively exercising his right to defend himself.

 Civil actions against Wellen Sham

 In conjunction with the
Criminal Prosecution, Taiwan's Securities Investor and Futures Trader Protection Center ("SFIPC") initiated the following
civil actions against Mr. Sham:

 1.
 On October 18,
 2022, SFIPC initiated an ancillary civil action to the Criminal Prosecution, requesting that
 Mr. Sham shall bear liability for damages incurred by EPTECH. This civil action
 is currently consolidated with the Criminal Prosecution and is under the jurisdiction of
 Taiwan Taipei District Court Criminal Division, but has not been litigated in court.

 2.
 Based on the content
 of the Prosecutor's indictment, SFIPC initiated a civil suit on August 11, 2022,
 asserting Mr. Sham should be dismissed from the position of Chairman of EPTECH. This
 suit is currently being litigated by the Intellectual Property and Commercial Court (Intellectual
 Property and Commercial Court, Year 2022, Shang-Su-Zi, No. 28). Currently, an agreement to
 suspend litigation has been reached with the opposing party (SFIPC). It is anticipated that
 the litigation will resume after the witnesses are summoned in the Criminal Prosecution.

 3.
 Based on the content
 of the Prosecutor's indictment, SFIPC initiated a civil suit on November 7, 2022,
 asserting that the valuation of Mr. Sham's GPS patent, acquired through technical
 investment, is overestimated, and asserts that EPTECH's financial reports are misleading.
 SFIPC further asserts that Mr. Sham shall bear liability for damages incurred by investors
 of EPTECH. This suit is currently being litigated by the Intellectual Property and Commercial
 Court (Intellectual Property and Commercial Court, Year 2023, Shang-Su-Zi, No. 17). The court
 has required the SFIPC to bear the burden of proof.

 4.
 Pursuant to the civil
 suit of claim for damages of financial misrepresentation (paragraph #3, immediately preceding
 this paragraph), SFIPC has applied for a provisional seizure procedure. Intellectual Property
 and Commercial Court has ruled to grant the provisional seizure on November 25, 2022.
 After Mr. Sham's appeal, the Supreme Court reverse the original provisional seizure
 ruling, and on December 29, 2023, the Intellectual Property and Commercial Court changed
 the ruling (Intellectual Property and Commercial Court, Year 2023, Shang-Quan-Geng-Zi, No.
 2) to reducing the amount of the provisional seizure and required the SFIPC to first provide
 a security deposit before seizing Mr. Sham's property. This requirement to SFIPC
 to pay a security deposit is an uncommon practice. Mr. Sham has currently appealed the
 Intellectual Property and Commercial Court's remanded ruling on the provisional seizure
 and is awaiting a decision from the Supreme Court.

 While we are unable to predict
the outcomes of these matters with certainty, we expect that the final outcomes of these pending matters against Mr. Sham will not,
either individually or in the aggregate, have a material adverse effect on our business, results of operations or financial condition;
however, we cannot guarantee whether, when and how it would impact our brand, reputation, business, results of operations or financial
condition. For additional information about legal proceedings that we may be subject to and the risks to our business related to litigation,
see " Risk Factors —Risks Related to Regulation and Litigation — Our affiliated parties such as our major
shareholders may be involved in governmental investigations and civil litigation relating to the business affairs of companies with which
they are, were or may in the future be affiliated with. "

 Item 4. Mine Safety Disclosures

 None.

 *
 Mr. Sham's spouse is a former director of Thunder
Power, who has resigned from all roles with Thunder Power in October 2021.

 Item 5. Market for Registrant's
Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

 Market Information

 Our common stock is listed on the Nasdaq Capital
Market under the symbol "AIEV".

 Holders of Record

 As of March 25, 2025, there
were 70,724,664 shares of common stock issued and outstanding held by approximately 55 stockholders of record. The number of record holders
was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are
held in the names of various security brokers, dealers, and registered clearing agencies.

 Dividends

 We have never declared or
paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, for the
operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future
determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial
condition, results of operations, capital requirements, business prospects and other factors the board of directors deems relevant, and
subject to the restrictions contained in any financing instruments. Our ability to declare dividends may also be limited by restrictive
covenants pursuant to any other future debt financing agreements.

 Recent Sales of Unregistered Equity Securities

Combination on June 21, 2024, the Sponsor had provided a total of $2,636,000 in working capital loans and elected to convert all such
working capital loans into 263,600 working capital units, which include 263,600 shares of common stock, par value $0.0001 per share,
263,600 warrants, each of which may be exercised into one share of common stock of the Company, and 263,600 rights, each of which
entitles the holder to receive one-tenth of one share of common stock of the Company at the closing of the Business Combination. The
Company issued 289,960 shares of common stock to the Sponsor on June 21, 2024.

 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.

 In March 2024, April 2024
and June 2024, the Company entered into certain private placement agreements with certain investors, pursuant to which the Company issued
1,310,740 shares of common stock, 44,940 shares of common stock and 1,155,513 shares of common stock, respectively. The Company raised
an aggregated proceeds of $946,800 from these private placements. On July 2, 2024, the sellers purchased and the Company issued additional
3,706,461 shares of the Company's common stock pursuant to the Forward Purchase Agreement and Subscription Agreement. The sellers
made a prepayment shortfall of $150,000.

 On August 20, 2024, the
Company entered into a Common Stock Purchase Agreement (the "Purchase Agreement") and a Registration Rights Agreement (the
"Registration Rights Agreement") with Westwood Capital Group LLC, a Delaware limited liability company ("Westwood"),
pursuant to which Westwood has committed to purchase, subject to certain limitations, up to $100 million of the Company's common
stock, par value $0.0001 per share (the "Total Commitment"). In addition, the Company has agreed to pay Westwood a commitment
fee valued at $1,500,000 in the form of 150,000 shares of common stock (the "Commitment Shares") or an amount of cash (up
to $1,500,000), depending on various factors. Pursuant to the Purchase Agreement, the Company issued 150,000 shares of the Company's
stock as commitment shares to Westwood.

 Issuer Purchases of Equity Securities

 None.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

 You should read the following discussion and
analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related
notes and other financial information included elsewhere in this Annual Report on Form 10-K. As discussed in the section titled "Note
Regarding Forward-Looking Statements," the following discussion and analysis contains forward-looking statements that involve risks
and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially
from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include,
but are not limited to, those identified below and those discussed in the section titled "Risk Factors".

 Overview

 Our mission is to power
the future of sustainable transportation by creating stylish, innovative and cost-efficient premium electric vehicles centered around
differentiated designs and solutions tailored for every lifestyle. We are a technology innovator and a developer of premium electric
vehicles ("EVs"). We have developed several proprietary technologies which are the building blocks of the Thunder Power family
of EVs.

 We focus on the development
and manufacturing of premium EVs with differentiated designs and solutions for every lifestyle. Four models are currently featured in
our phased development and roll-out strategy: the limited-edition coupe, (the "Coupe" or "488"), long-range Sedan
(the "Sedan"), compact city car (the "City Car" or "Chloe") and the long-range SUV (the "SUV",
and together with the Coupe, Sedan, and City Car, the "Models"). We intend to target not just consumers who desire EVs, but
consumers who desire practical and innovative EVs, as well as consumers who seek a luxury experience. We believe that by leveraging our
modular integration concept starting with the modularized chassis system patented by us, we are creating a family of EVs (excluding the
City Car) which share common parts and modules which we believe requires lower investment and reduced design and production time as opposed
to those of traditional automotive manufacturers. We intend to first create the initial design for our Sedan, and then scale upwards
to create the Coupe and scale downward to create the City Car. In time, we expect to round off our offering with the SUV.

 We expect to offer to the
market eco-friendly, premium EVs positioned to earn market share based on design, quality, comfort, range, and price. Among other advantages,
we believe that our proprietary technologies will significantly increase the driving range for our EVs while allowing for faster recharging
and lower costs of ownership.

 Business Combination

 On June 21, 2024, Feutune
Light Acquisition Corporation ("FLFV") consummated the business combination with Thunder Power Holdings Limited ("TP
Holdings"), pursuant to the Merger Agreement (the "Business Combination"). Following the Business Combination, the
combined company changed its name to "Thunder Power Holdings, Inc." (the "Company"), which is organized under
the laws of the State of Delaware.

 Upon consummation of the
Business Combination, FLFV acquired all of the issued and outstanding securities of TP Holdings in exchange for (i) 40,000,000 shares
of common stock, and (ii) earn out payments consisting of up to an additional 20,000,000 shares of common stock (the "Earnout
Shares") if the Company met certain revenue performance target in the following years through December 31, 2026 (see " Note
11 – Contingent Consideration ").

 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.

 Recent development

 On December 19, 2024, the
Company entered into a Share Exchange Agreement (the "Agreement") with certain shareholders (the "TW Company Shareholders")
of Electric Power Technology Limited, a Taiwan corporation ("TW Company").

 Pursuant to the Agreement,
the TW Company Shareholders will exchange 26,079,550 ordinary shares of TW Company for 31,034,666 newly issued shares of the Company's
common stock, par value $0.0001 per share (the "Exchange"). Upon completion of the Exchange, the Company will acquire approximately
30.8% of TW Company's total issued and outstanding shares. The closing of the Exchange is subject to customary conditions, including
receipt of all necessary regulatory approvals and the approval of the Company's shareholders. The Agreement contains customary
representations, warranties and covenants by the parties. The closing must occur no later than October 31, 2025. The Agreement may be
terminated: (1) by mutual consent of the parties; (2) by either party upon material breach by the other party that remains uncured for
10 days after notice; (3) if the closing has not occurred within 90 days of signing (subject to extension for regulatory approvals);
or (4) by either party if a court or regulatory authority permanently enjoins the transaction.

 Key Factors Affecting Our Results of Operations

 We believe that our performance
and future success will depend on several Company specific factors, including those key factors discussed below and other factors in
the section under the heading " Risk Factors " of the registration statement on Form S-4 filed with the Securities and
Exchange Commission (the "SEC") on December 7, 2023, as amended from time to time.

 Our ability to evaluate our business and future prospects

 We are an early-stage company
with an early stage/limited operating history, operating in a rapidly evolving and highly regulated market. Furthermore, we have not
released any commercially available vehicle, and we have no experience manufacturing or selling a commercial product at scale. Because
we have not generated revenue from the sale of EVs, and because of the capital-intensive nature of our business, we expect to continue
to incur substantial operating losses for the foreseeable future.

 Our ability to develop different models of vehicles

 We currently have four models
featured in our phased development strategy and our revenue in the foreseeable future will be significantly dependent on a limited number
of models. Although we have other vehicle models on our product roadmap, we currently do not expect to introduce another vehicle model
until at least 2030. We expect to rely on sales from the Coupe, the Sedan, the City Car, and the SUV, among other sources of financing,
for the capital that will be required to develop and commercialize future models. To the extent that production of the models is delayed,
reduced or is not well-received by the market for any reason, our revenue and cash flow would be adversely affected, we may need to seek
additional financing earlier than we expect, and such financing may not be available to us on commercially reasonable terms, or at all.

 Our ability to control the substantial costs associated
with our operations

 We will require significant
capital to develop and grow our business. We have incurred and expect to continue to incur significant expenses as we build our brand
and develop and market our vehicles; expenses relating to developing and manufacturing our vehicles, tooling and expanding our manufacturing
facilities; research and development expenses (including expenses related to the development of the current and future products), raw
material procurement costs; and general and administrative expenses as we scale our operations. As a company, we do not have historical
experience forecasting and budgeting for any of these expenses, and these expenses could be significantly higher than we currently anticipate.
In addition, any disruption to our manufacturing operations, obtaining necessary equipment or supplies, expansion of our manufacturing
facilities, or the procurement of permits and licenses relating to our expected manufacturing, sales and distribution model could significantly
increase our expenses.

 Our ability to develop a third-party retail product
distribution and a full-service network

 We anticipate utilizing
third-party retail product distribution and full-service networks to execute on such plans in all markets. If our use of third-party
retail production and full-service networks is not effective, our results of operations and financial conditions could be adversely affected.

 Key Components of Results of Operations

 The following section presents
the key components of our results of operations by the nature of corresponding operating activities for the periods indicated. You should
read this financial information in conjunction with those presented elsewhere in this Annual Report including our financial statements
and notes to our financial statements.

 Revenues

 We have not generated revenue
from the sale of EVs. We expect to generate revenue from the sale of our EV models, the sale and/or licensing of our technologies, and
from research and development services.

 Cost of revenues

 Although we have no revenue,
we have incurred costs associated with trying to generate revenue such as research and development, general and administrative expenses,
liquidity and financing expenses and other operating activities as further described below.

 General and administrative expenses

 General and administrative
expenses primarily consist of personnel salary and welfare expenses and professional and consulting expenses. Over the next several years,
we anticipate an increase in our general and administrative expenses with our launch of production lines of our EV cars. Additionally,
we expect to incur higher costs related to professional and consulting expenses associated with being a publicly traded company.

 Taxation

 The Company is incorporated
in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Company is also registered
as a foreign corporation with the State of New Jersey Department of the Treasury. The Company would be subject to income tax under New
Jersey state tax laws if it has operations in New Jersey.

 On August 16, 2022,
the Inflation Reduction Act of 2022 (the "IRA") was signed into federal law. The IRA provides for, among other things, a
new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.)
corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing
corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the
fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing
corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases
during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury")
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
The IRA applies only to repurchases that occur after December 31, 2022.

 Our operating subsidiary
Thunder Power New Electric Vehicles (TPNEV) are under the current and applicable laws of BVI and is not subject to tax on income or capital
gains. As of December 31, 2024 and 2023, there was no temporary differences and no deferred tax asset or liability recognized. We do
not believe that there was any uncertain tax position as of December 31, 2024 and 2023.

 Results of Operations for the years ended December 31, 2024
and 2023

 The following table sets
forth a summary of our results of operations for the years ended December 31, 2024 and 2023. This information should be read together
with our consolidated financial statements and related notes included elsewhere in this Annual Report. The operating results in any period
are not necessarily indicative of the results that may be expected for any future period.

 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

 —

 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

 —

 —

 $
 (2,502,351
)

 $
 (1,815,644
)

 General and administrative
expenses. For the years ended December 31, 2024 and 2023, our general and administrative expenses were approximately $2.5 million
and $1.8 million, respectively. The increase in general and administrative expenses was primarily due to an increase of approximately
$0.3 million in professional expenses which were incurred to support the closing of business combination, and an increase of share-based
compensation of approximately $0.7 million 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 of share-based settlement expenses of approximately $0.5 million.

 Net loss. As
a result of the foregoing, we incurred a net loss of approximately $2.5 million and $1.8 million for the years ended December
31, 2024 and 2023.

 Liquidity and Capital Resources

 To date, we have financed
our operating activities primarily through cash raised in loans from related parties (see " Note 9 – Related Party Transactions
and Balances "), and equity financing including private placements. As of September 30, 2024, our cash was $142,616.

 We have been incurring losses
from operations since inception. Accumulated loss amounted to approximately $36.9 million and $34.4 million as of December 31, 2024 and
2023, respectively. Net cash used in operating activities were approximately $1.2 million and $0.7 million for the years ended December
31, 2024 and 2023. As of December 31, 2024, we had a negative working capital of $6.6 million, compared to a working capital of approximately
$0.7 million as of December 31, 2023. The working capital excluded the non-cash items, which are prepaid expenses for the certain forward
purchase agreement entered into on June 11, 2024, by and among FLFV, the Company and certain investors (the "Forward Purchase Agreement"),
deferred offering costs and advance of subscription fees from shareholders. These conditions raised substantial doubts about the Company's
ability to continue as a going concern.

 Our liquidity is based on
our ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrow funds on favorable
economic terms to fund our general operations and capital expansion needs. Our ability to continue as a going concern is dependent on
management's ability to successfully execute our business plan, which includes increasing revenue while controlling operating cost
and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing
cash flows. Currently, we are working to improve our liquidity and capital sources mainly through borrowing from related parties by obtaining
financial support from our principal shareholder who has committed to continue providing funds for our working capital needs whenever
needed.

 In addition, in order to
fully implement our business plan and sustain continued growth, we are also actively seeking private equity financing from outside investors.
However, there can be no assurance that these plans and arrangements will be sufficient to fund our ongoing capital expenditure, working
capital, and other requirements.

 Cash Flows

 The following table sets
forth a summary of our cash flows for the periods presented:

 2024

 2023

 Net cash used in operating activities

 $
 (1,227,253
)

 $
 (658,729
)

 Net cash provided by investing activities

 929,302

 —

 Net cash provided by financing
 activities

 153,660

 605,250

 Net decrease in cash

 (144,291
)

 (53,479
)

 Cash at beginning of year

 250,386

 Cash at end of year

 $
 52,616

 $

 Operating Activities

 Net cash used in operating
activities for the years ended December 31, 2024 was approximately $1.2 million, primarily attributable to net loss of approximately
$2.5 million, adjusted for non-cash share-based compensation expenses of approximately $1.0 million, an increase of approximately
$0.1 million in due to related parties, and an increase of $0.1 million in accrued expenses and other current liabilities incurred for
professional consulting expenses since the closing of the Business Combination.

 Net cash used in operating
activities for the year ended December 31, 2023 was approximately $0.7 million, primarily attributable to net loss of approximately
$1.8 million, adjusted for non-cash share-based compensation expenses of approximately $0.3 million, share-based settlement
expenses of approximately $0.5 million, and an increase of approximately $0.2 million in amounts due to related parties which
paid certain operating expenses on behalf of us.

 Investing activities

31, 2024, we reported cash provided by investing activities of approximately $0.9 million, which was from the reverse acquisition we
closed with FLFV in June 2024.

31, 2023, we did not report cash provided by or used in investing activities.

 Financing Activities

31, 2024, we reported cash provided by financing activities of approximately $0.2 million, which were primarily provided by subscription
fees of $0.4 million from shareholders in the private placements raised by TP Holdings, borrowings of approximately $1.0 million from
our controlling shareholder, and proceeds of approximately $0.2 million from investors pursuant to Forward Purchase Agreement, partially
offset by payment of offering cost of approximately $1.0 million and payment of approximately $0.4 million of extension loans on behalf
of the Sponsor.

 For the year ended
December 31, 2023, we reported cash provided by financing activities of approximately $0.6 million, which were primarily provided
by subscription fees of approximately $1.8 million advanced from shareholders, partially offset by payment of approximately $0.6 million
of extension loans on behalf of the sponsor of a SPAC and payment of approximately $0.4 million of offering costs.

 Commitment and Contingencies

 On June 21, 2024, the Company
entered into an escrow agreement (the "Escrow Agreement") with Mr. Wellen Sham, Yuanmei Ma and CST, pursuant to which, among
other things, (1) CST will act as the escrow agent under the Escrow Agreement; (2) at the closing of the Business Combination, the Company
deposited with CST 20,000,000 shares of common stock as Earnout Shares, to be held by CST in a segregated escrow account ("Earnout
Escrow Account"); and (3) if any portion of the Earnout Shares becomes eligible for release in accordance with the terms of the
Escrow Agreement, CST will release the applicable portion of the Earnout Shares from the Earnout Escrow Account in accordance with the
terms of the Escrow Agreement and disburse to each eligible recipient the applicable portion of Earnout Shares therefrom.

 The Earnout Shares shall
be released or otherwise forfeited as follows: (i) an aggregate of 5,000,000 Earnout Shares (the "Tranche 1 Earnout Shares")
will be vested, if and only if, on the occurrence that the amount of sales/revenues of the Company for any of the fiscal years (such
fiscal year is referred to as "Tranche 1 Fiscal Year") ending from December 31, 2023 to December 31, 2025 is no less than
$42,200,000 as evidenced by the audited financial statements of the Company prepared in accordance with U.S. GAAP for the Tranche 1 Fiscal
Year that is contained in an annual report on Form 10-K filed by the Company with the SEC (the "Tranche 1 Annual Report");
(ii) an aggregate of 15,000,000 Earnout Shares (the "Tranche 2 Earnout Shares") will be vested, if and only if, on the occurrence
that the amount of sales/revenues of the Company for any of the fiscal years (such fiscal year is referred to as "Tranche 2 Fiscal
Year") ending from December 31, 2023 to December 31, 2026 is no less than $415,000,000 as evidenced by the audited financial statements
of the Company prepared in accordance with U.S. GAAP for the Tranche 2 Fiscal Year that is contained in an annual report on Form 10-K
filed by the Company with the SEC (the "Tranche 2 Annual Report"); (iii) Within five (5) business days following the determination
that all or any portion of the Tranche 1 Earnout Shares or Tranche 2 Earnout Shares become vested, the Company, together with Mr. Sham
and Ms. Ma, shall instruct the Escrow Agent to irrevocably and unconditionally release the vested tranche of Earnout Shares from the
Escrow Account in accordance with the terms of the Escrow Agreement to certain of the Company's shareholders. Each tranche of Earnout
Shares may be released only once, but more than one tranche can be released in any year in accordance with the Escrow Agreement.

 The Earnout Shares are determined
as contingent consideration in connection with the reverse recapitalization. In addition, the issuance of Earnout Shares does not meet
any condition to be classified as a liability under ASC 815, thus it should be classified as an equity financial instrument, and measure
at fair value using the quoted market price on grant date, June 11, 2024, which was $2.56 per share.

 For the years ended December
31, 2024, the sales/revenue condition described above was not met. Currently the Company could not reasonably assess the performance
condition for the year ending December 31, 2025.

 Other than the above, in
the normal course of business, we are subject to loss contingencies, such as certain legal proceedings, claims and disputes. We record
a liability for such loss contingencies when the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably
estimated.

 Off-Balance Sheet Arrangements

 We have not entered into
any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered
into any derivative contracts that are indexed to the shares of our common stock and classified as shareholder's equity or that
are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets
transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable
interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in product development
services with us.

 Research and Development

 We have incurred minimal
research and development expenses for the years ended December 31, 2024 and 2023. The researched and development expenses were recorded
in "general and administrative expenses" in the consolidated statements of operations.

 Critical Accounting Estimates

 We prepare our financial
statements in accordance with U.S. GAAP, which requires our management to make judgments, estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the consolidated financial
statements, and the reported amounts of revenue and expenses during the reporting period. We continually evaluate these judgments, estimates
and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations
regarding the future based on available information and various assumptions that we believe to be reasonable, which together form our
basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral
component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require
a higher degree of judgment than others in their application.

 The selection of critical
accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results
to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the
following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.
You should read the description of critical accounting policies, judgments and estimates in conjunction with our consolidated financial
statements and other disclosures included in this Annual Report.

 We do not have critical
accounting estimates that are related to us. A list of accounting policies, judgements and estimates that are relevant to us is included
in notes to our consolidated financial statements included elsewhere in this Annual Report (see " Note 2 – Summary of Significant
Accounting Policies ").

 Recently Issued Accounting Pronouncements

 The Company has evaluated
all recently issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company's condensed
consolidated financial statements. A list of recently issued accounting pronouncements that are relevant to us is included in the notes
to our consolidated financial statements included elsewhere in this Annual Report (see " Note 2 – Summary of Significant
Accounting Policies ").

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 Under SEC rules and regulations,
because we are considered to be a "smaller reporting company", we are not required to provide the information required by
this item in this report.

 Item 8. Financial Statements and Supplementary
Data

 The Financial Statements
and Supplementary Data required by this Item 8 are incorporated by reference to information beginning on Page F-1 of this Form 10-K.

 Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and
Procedures

 Our
management evaluated, with the participation of our Chief Executive Officer (the principal executive officer) and our Chief Financial
Officer (the principal financial officer), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of December 31, 2024. Based upon the evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures were not effective, at the reasonable assurance level,
as of September 30, 2024, we identified the material weakness that we are lack of sufficient financial reporting and accounting personnel
with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP technical accounting issues
and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth
by the SEC. Our management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i)
hiring a consulting firm with U.S. GAAP experience to strengthen our financial reporting function; (ii) establishing an ongoing program
to provide sufficient and appropriate training for financial reporting and accounting personnel, especially training related to U.S.
GAAP and SEC reporting requirement.

 Limitations
on Controls and Procedures

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's Annual Report on Internal
Control Over Financial Reporting

 This
Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation
report of the company's registered public accounting firm.

 Prior
to June 21, 2024, we were known as Feutune Light Acquisition Corporation, a Delaware corporation ("FLFV"), and Feutune Light
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of FLFV ("Merger Sub"). On October 26, 2023, we entered
into a business combination agreement (as amended, the "Business Combination Agreement") with Thunder Power Holdings Limited,
a British Virgin Islands company ("Thunder Power"), pursuant to which on June 21, 2024, Thunder Power merged with and into
Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of FLFV (the "Merger").

 FLFV,
our predecessor company prior to the consummation of the Merger, is a non-operating public, and the internal controls of the legal acquirer
no longer exist as of the assessment date. We are not able to conduct an assessment of Thunder Power, a private operating company prior
to the Merger, and we are not able to account FLFV's internal control over financial reporting in the period bewteen the consummation
date of the Merger and the assessment date.

 Changes in Internal Control Over Financial
Reporting

 Except
as discussed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d)
of the Exchange Act) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 Limitations on Effectiveness of Controls
and Procedures

 Our
management team, including our Chief Executive Officer and Interim Chief Financial Officer, believes that our disclosure controls and
procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives
and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject
to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures,
and the inability to completely eliminate all potential for misconduct. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The
design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations
in any cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 Item 9B. Other Information

 Trading Plans

 During
the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the company
 adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term
is defined in Item 408(a) of Regulation S-K.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and
Corporate Governance

 Current Directors and Executive Officers

 The following table provides
information regarding our executive officers and members of our board of directors as of the date of this Annual Report on Form 10-K:

 Name

 Age

 Position

 Chief Executive Officer
 and Director

 Interim Chief Financial
 Officer

 Dr. Chen ChiWen

 Director and Chairman of
 the Board

 Mingchih Chen (1)(2)(3)

 Ferdinand Kaiser (1)(2)(3)

 Kevin Vassily (1)(2)(3)

 (1)

 Member of the audit committee.

 (2)

 Member of the compensation
 committee.

 (3)

 Member of the nominating
 and corporate governance committee.

 Executive Officers

 serves as our Chief Executive Officer and a member of the Board. Since 2021, Mr. Nicoll operated the Auto Advisory Board Ltd.
as a business owner and a commercial automotive consultant, through which he takes on diverse automotive projects and interim roles including,
without limitation, implementing commercial, financial and logistics processes for a start-up, supervised technical conversion, homologation
and emissions testing, and advised a major European dealer group on its international product launch. Mr. Nicoll has previously served
in the capacity of the managing and commercial director of AGT Europe between 2018 and 2020, where he launched the official EU import
for Dodge cars, Ram trucks and MOPAR spare parts. Between 2015 and 2018, Mr. Nicoll was the head of marketing and business development
at TPEV where he oversaw start-up EV projects such as, without limitation, R&D activities in Italy, and led cross-functional commercial
and engineering teams. From 2010 through 2014, Mr. Nicoll held the positions of the head of global network development, head of APAC
region, and head of EMEA region at Lotus Cars. Mr. Nicoll received a BA in Business Administration from Middlesex University in the UK
and a Diplom Betriebswirt from the Reutlingen University in Germany.

serves as our Interim Chief Financial Officer since September 16, 2024. Previously, Mr. Ho was part of Thunder Power since 2015, where
he played a pivotal role in corporate finance, financial planning and analysis, human resources, and corporate governance. Over his tenure
with Thunder Power he was instrumental in driving strategic decision-making, optimizing resource allocation, and ensuring regulatory
compliance. Prior to that, Mr. Ho held regional roles in the insurance and luxury retail industries from 2012 to 2015. During this period,
he leveraged his expertise in taxation and human resources cost analysis in Assicurazioni Generali S.p. A. and Gucci Group, respectively.
This experience provided him with a comprehensive understanding of the financial and operational challenges faced by multinational corporations
in different sectors. Prior to that, Mr. Ho began his career at KPMG in 2009, where he specialized in taxation. During the three-year
tenure with KPMG, Mr. Ho gained valuable insight into tax regulations and frameworks, and developed a strong foundation in financial
planning and compliance. Mr. Ho graduated from Monash University (Accounting and Finance) in Australia in 2008, and Mr. Ho is a Certified
Public Accountant.

 Directors

 Dr. Chen ChiWen
serves as an Independent Director and Chairman of the Board of Directors of the Company following his appointment by the Board of Directors
on November 28, 2024. Dr. Chen currently serves as Assistant Professor in the Master of Global Entrepreneurial Management Program at
Fu Jen Catholic University and CEO of the Taipei-Ningbo Exchange Foundation. He holds independent directorships at several publicly listed
companies including Oceanic Beverages Co., Inc., Skardin Industrial Corp., Electric Power Technology Limited, and ACpay Co., Ltd. Dr.
Chen holds a Ph. D. in Business Administration from Fu Jen Catholic University, a Ph. D. in Physical Education from National Taiwan Sport
University, and is currently a Ph. D. candidate in Sustainable Energy Technology at National Taiwan University of Science and Technology.

 Ferdinand Kaiser
serves as an Independent Director of the Company following his appointment by the Board of Directors on November 28, 2024. Mr. Kaiser
will serve as Chair of the Compensation Committee. Mr. Kaiser currently serves as COO Project Manager at SANLUCAR in Austria. From 2018
to 2020, he served as Manager Central EU EMEA at DODGE RAM AGT Europe AG, where he was responsible for automotive business management
across the EU-27 region. From 2016 to 2018, he was Assistant Vice President of Procurement at Thunder Power Electric Vehicle Limited.
Previously, he held several CEO positions within FIAT Group companies, including CEO & Country Manager for FIAT S.p.a Owned Dealer
Europe EMEA and CEO & Brand Country Manager for JEEP & Lancia. Mr. Kaiser holds an Academic Diploma in Business Administration
from the Vienna University of Economics and Business (Wirtschaftsuniversit t Wien).

 Mingchih Chen serves
as an independent member of the Board since September 11, 2024. Ms. Chen is a highly accomplished professional with a strong background
in industrial engineering and academia. With her extensive educational and professional experience, Ms. Chen has made significant contributions
to various institutions. Ms. Chen pursued her education at Texas A&M University in the United States. She obtained her Doctoral degree
in Industrial Engineering from Texas A&M University from January 1991 to December 1993. Prior to that, she completed her master's
degree in industrial engineering from September 1989 to December 1990. Ms. Chen also holds a bachelor's degree in industrial engineering
from Chung-Yuan Christian University in Taiwan, which she completed from September 1984 to June 1988. Throughout her career, Ms. Chen
has held various academic positions and made significant contributions to the field of business administration and industrial engineering.
From August 2021 to July 2023, she served as the Executive Director of the Artificial Intelligence Development Center at Fu Jen Catholic
University. She also held the position of Director and Professor at Fu Jen Catholic University's Graduate Institute of Business
Administration in New Taipei City from August 2015 to July 2023. Ms. Chen has been a Professor at Fu Jen Catholic University's
Graduate Institute of Business Administration since February 2013. Prior to that, she served as an Associate Professor at the same institution
from August 2010 to January 2013. Her academic career also includes positions as an Associate Professor at Chaoyang University of Technology's
Department of Industrial Engineering and Management in Wufeng, Taiwan, from August 1997 to July 2010, and as an Associate Professor at
Ming-Chuan University's Department of Business Management in Taipei, Taiwan, from August 1994 to July 1997. Ms. Chen's professional
experience extends beyond academia. She worked as an Industrial Engineer at Phillip Electronics Company in Chung-Li, Taiwan, from June
1988 to July 1989. In addition, she served as a Post-doctoral Research Associate under Dr. Way Kuo at Texas A&M University from January
1994 to July 1994. With her broad expertise in industrial engineering and business administration, Ms. Chen will bring valuable insights
and strategic guidance to our Board. Her extensive academic and professional background ensures that the company benefits from her wealth
of knowledge and experience.

 Kevin Vassily serves
as an independent member of the Board. Mr. Vassily has extensive working experience as a senior management team member serving private
and public companies. Mr. Vassily has served as an independent director of FLFV since June 2022. Mr. Vassily is a director of the board
of directors of Denali Capital Acquisition Corp. since April 2022, and a member of the board of directors of Aimfinity Investment Corp.
I since March 2023, two SPACs listed on Nasdaq. In January 2021, he was appointed Chief Financial Officer, and in March 2021, became
a member of the board of directors of iPower Inc. (Nasdaq: IPW), an online hydroponic equipment retailer and supplier. Prior to joining
iPower, from 2019 to January 2021, Mr. Vassily served as Vice President of Market Development for Facteus, Inc., a financial analytics
company focused on the Asset Management industry. From October 2018 through its acquisition in March 2020, Mr. Vassily served as an advisor
at Go Capture (which was acquired by Deloitte China in 2020), where he was responsible for providing strategic, business development,
and product development advisory services for the company's emerging "Data as a Service" platform. Since February 2020,
Mr. Vassily has served as a director of Zhongchao Inc. (Nasdaq: ZCMD), a provider of healthcare information, education and training services
to healthcare professionals and the public in China. Since July 2018, Mr. Vassily has also served as an advisor at Prometheus Fund, a
Shanghai-based merchant bank/private equity firm focused on the "green" economy. From April 2015 through May 2018, Mr. Vassily
served as an associate director of research at Keybanc Capital Markets Inc. From June 2010 to April 2015, he served as the director of
research at Pacific Epoch, LLC (a wholly-owned subsidiary of Pacific Crest Securities LLC). From May 2007 to May 2010, he served as the
Asia Technology business development representative and as a senior analyst at Pacific Crest Securities. From July 2003 to September
2006, he served as senior research analyst in the semiconductor technology group at Susquehanna International Group, LLP. From September
2001 to June 2003, Mr. Vassily served as the vice president and senior research analyst for semiconductor capital equipment at Thomas
Weisel Partners Group, Inc. Mr. Vassily began his career on Wall Street in August 1998, as a research associate covering the semiconductor
industry at Lehman Brothers. He holds a B.A. in liberal arts from Denison University and an M.B.A. from the Tuck School of Business at
Dartmouth College.

 Christopher Nicoll serves as a
member of the Board. For a brief biography of Mr. Nicoll, please see above under " Executive Officers."

 Role of Board
in Risk Oversight

 One of the key functions
of the Board is the informed oversight of our risk management process. The Board does not have a standing risk management committee,
but rather administers this oversight function directly through the Board as a whole, as well as through the standing committees of the
Board that address risks inherent in each committee's respective area of oversight. In particular, the Board is responsible for
monitoring and assessing strategic risk exposure and the audit committee has the responsibility of considering and discussing financial
risk exposure and the steps management should take to monitor and control such exposure, including implementing guidelines and policies
to govern the process by which risk assessment and management is undertaken.

 Board Composition

 Our Board consists of five members.

 The Board consists of the following members:

 Christopher
 Nicoll, Dr. Chen ChiWen, Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily and their terms
 will expire at the annual meeting of stockholders to be held in 2025;

Independence

 The Board is expected to
annually undertake a review of the independence of each director. Based upon information requested from and provided by each director
concerning his or her background, employment, and affiliations, including family relationships, the following members of the Board were
determined by the Board not to have a relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director and that each of Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily are considered to be "independent"
as that term is defined under Nasdaq rules.

 In making these determinations,
the Board has considered the current and prior relationships that each non-employee director has with the Company and all other facts
and circumstances that the Board deems relevant in determining their independence, including the beneficial ownership of the Company's
capital stock by each non-employee director.

 Board Committees

 The standing committees
of the Board consist of the Audit Committee, the Compensation Committee and a Nominating and Corporate Governance Committee, each of
which has the composition and the responsibilities described below. Additionally, from time to time, special committees may be established
under the direction of the Board, as and when the Board deems it necessary or advisable to address specific matters.

 The Chief Executive Officer
and other executive officers regularly report to the non-executive directors and each standing committee to ensure effective
and efficient oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

 Audit
Committee

 The members of our audit
committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily. Mr. Vassily is the Chair of the audit committee and an "audit
committee financial expert," as that term is defined under the SEC rules implementing Section 407 of SOX, and possesses financial
sophistication, as defined under the rules of Nasdaq. The Company's audit committee has the following functions, among others:

 perform
 such other functions as the board of directors may from time to time assign to the audit
 committee.

 evaluating
 the performance, independence and qualifications of Thunder Power's independent auditors
 and determining whether to retain Thunder Power's existing independent auditors or
 engage new independent auditors;

 monitoring
 the integrity of Thunder Power's financial statements and Thunder Power's compliance
 with legal and regulatory requirements as they relate to financial statements or accounting
 matters;

 the integrity, adequacy and effectiveness of Thunder Power's internal control policies
 and procedures;

 preparing
 the audit committee report required by the SEC to be included in Thunder Power's annual
 proxy statement;

 discussing
 the scope and results of the audit with Thunder Power's independent auditors, and reviewing
 with management and Thunder Power's independent auditors Thunder Power's interim
 and year-end operating results;

 establishing
 and overseeing procedures for employees to submit concerns anonymously about questionable
 accounting or auditing matters;

 Thunder Power's guidelines and policies on risk assessment and risk management;

 Reviewing
 and approving related-party transactions;

 obtaining
 and reviewing a report by Thunder Power's independent auditors at least annually that
 describes Thunder Power's independent auditors internal quality control procedures,
 any material issues raised by review under such procedures, and any steps taken to deal with
 such issues when required by applicable law; and

 approving
 (or, as permitted, pre-approving) all audit and non-audit services to be performed by
 Thunder Power's independent auditors.

 The Company's audit committee operates
under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. The foregoing summary
of the audit committee's functions and responsibilities does not purport to be complete and is subject to the provisions of the
audit committee's charter, which is filed with the registration statement of which this prospectus forms a part, which should be
read carefully and in its entirety.

 Compensation Committee

 The members of our compensation committee are
Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily. Ferdinand Kaiser serves as Chair of the compensation committee. The Company has adopted
a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

 approving
 the retention of compensation consultants and outside service providers and advisors;

 and approving, or recommending that the Thunder Power Board approve the compensation of Thunder
 Power's executive officers, including annual base salary, annual incentive bonuses,
 specific performance goals relevant to their compensation, equity compensation, and employment;

 and recommending to the Thunder Power Board the compensation of Thunder Power's directors;

 administering
 and determining any award grants under Thunder Power's 2024 Plan;

 and evaluating succession plans for the executive officers;

 preparing
 the compensation committee report required by the SEC to be included in Thunder Power's
 annual proxy statement; and

 periodically
 reviewing Thunder Power's practices and policies of employee compensation as they relate
 to risk management and risk-taking incentives.

 The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser
and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging
or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider
the independence of each such adviser, including the factors required by Nasdaq and the SEC. The foregoing summary of the compensation
committee's functions and responsibilities does not purport to be complete and is subject to the provisions of the compensation
committee's charter, which is filed with the registration statement of which this prospectus forms a part, which should be read
carefully and in its entirety.

 Nominating
and Corporate Governance Committee

 The members of the Company's nominating
and corporate governance committee are Mingchih Chen, Ferdinand Kaiser, and Kevin Vassily. Ms. Chen serves as Chair of the nominating
and corporate governance committee. The Company has adopted a nominating and corporate governance committee charter, which details the
purpose and responsibility of the nominating and corporate governance committee, including:

 identifying,
 evaluating, and recommending individuals qualified to become members of the Board and its
 committees;

 evaluating
 the performance of the Board and of individual directors;

 developing
 and recommending corporate governance guidelines to the Board; and

 overseeing
 an annual evaluation of the Board and management.

 The nominating and corporate
governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq.
The foregoing summary of the nominating and corporate governance committee's functions and responsibilities does not purport to
be complete and is subject to the provisions of the nominating and corporate governance committee's charter, which is filed with
the registration statement of which this prospectus forms a part, which should be read carefully and in its entirety.

 Code of Business
Conduct

 We have adopted a Code of
Business Conduct that applies to the Company's directors, officers, and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller or, persons performing similar functions. The Code of Business Conduct
is available on our website at www.aiev.ai/en. We intend to disclose any amendments to or waivers of our Code of Business
Conduct in a Current Report on Form 8-K. Information contained on our website is not incorporated by reference into this prospectus
and should not be considered to be part of this prospectus.

 Insider Trading
Policy

 Our board of directors has
 adopted an Insider Trading Policy which prohibits trading based on "material, nonpublic information" regarding our company
or any company whose securities are listed for trading or quotation in the United States. The policy covers all officers and directors
of the company and its subsidiaries, all other employees of the company and its subsidiaries, and consultants or contractors to the company
or its subsidiaries who have or may have access to material non-public information and members of the immediate family or household of
any such person. The policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq
listing standards. The policy is filed as an exhibit to this Annual Report on Form 10-K.

 Clawback
Policy

 Our board of directors has
adopted a clawback policy, which provides that in the event we are required to prepare an accounting restatement due to noncompliance
with any financial reporting requirements under the securities laws or otherwise erroneous data or we determine there has been a significant
misconduct that causes financial or reputational harm, we shall recover a portion or all of any incentive compensation. The policy is
filed as an exhibit to this Annual Report on Form 10-K.

 Compensation
Committee Interlocks and Insider Participation

 None of the members of our
compensation committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the
past fiscal year has served, as a member of the board of directors, or compensation committee (or other board committee performing equivalent
functions) of any entity that has one or more executive officers serving on the Board or compensation committee.

 Limitation
on Liability and Indemnification of Directors and Officers

 Our Charter contains certain
provisions permitted under the DGCL related to the liability of directors and officers. These provisions eliminate the personal liability
for monetary damages resulting from a breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL. Our Bylaws
also provide that we may indemnify our directors and officers to the fullest extent permitted by the DGCL and also provide that we must
pay expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by the
DGCL, subject to very limited exceptions.

 These provisions may discourage
stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect
of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might
otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected to the extent we pay
the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

 We believe that these provisions,
the directors' and officers' liability insurance and the indemnity agreements are necessary to attract and retain talented
and experienced officers and directors.

 Non-Employee Director
Compensation

 The Board reviews director
compensation periodically to ensure that director compensation remains competitive such that the Company is able to recruit and retain
qualified directors. The Company is in the process of developing a board of directors' compensation program that is designed to
align compensation with the Company's business objectives and the creation of stockholder value, while enabling the Company to
attract, retain, incentivize, and reward directors who contribute to the long-term success of the Company.

 Compliance with Section 16(a) of the Exchange
Act

 Section 16(a) of the Exchange
Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities
to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.
These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies
of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations
from certain reporting persons, we believe that during the year ended December 31, 2024, all reports applicable to our executive officers,
directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

 Item 11. Executive Compensation

 Summary Compensation Table

 The following table summarizes
the compensation awarded to, earned by, or paid to Thunder Power's executive officers for the fiscal years ended December 31,
2024 and 2023.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Option
 Awards
 ($)

 Stock
 Awards
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 2024

 45,000

 —

 —

 —

 —

 45,000

 Chief Executive Officer

 2023

 —

 —

 —

 —

 —

 —

 Wellen Sham

 2024

 —

 —

 —

 —

 —

 —

 Former Chief Executive Officer

 2023

 206,110

 —

 —

 —

 461,566
 (1)

 667,676

 Chiu Wai Jo

 2024

 60,987

 —

 —

 —

 —

 60,987

 Director of Financial Planning &
 Analysis

 2023

 66,026

 —

 —

 —

 —

 66,026

 2024

 89,679

 —

 —

 —

 —

 89,679

 Interim CFO

 2023

 84,500

 —

 —

 —

 —

 84,500

 (1)

 In June 2023, Thunder Power issued 17,008,312 shares
 of Thunder Power's common stock at $0.058 per share to Mr. Wellen Sham to settle certain of Thunder Power's then-outstanding liabilities.
 On the issuance date, the fair value of the common stock was $0.063 per share, and the fair value of the common stock exceeding Thunder
 Power's then-outstanding liabilities was $461,566, which was deemed as share-based compensation to Mr. Wellen Sham.
 For additional information, see " Note 7 — Common Stocks " and " Note 9 — Share-Based Compensation
 — Other Share-Based Compensation " to the notes to Thunder Power's audited consolidated financial statements.

 Elements of Compensation

 Our compensation program
for NEOs consists of the following elements of compensation, each described in greater depth below:

 base
 salaries;

 performance-based
 bonuses;

 equity-based
 incentive compensation; and

 general
 benefits.

 Base Salary

 Base salaries are an annual
fixed level of cash compensation to reflect each NEO's performance, role and responsibilities, and retention considerations.

 Performance-Based Bonus

 To incentivize management
to drive strong operating performance and reward achievement of our company's business goals, our executive compensation program
includes performance-based bonuses for NEOs. Our Compensation Committee has established annual target performance-based bonuses for each
NEO during the first quarter of the fiscal year.

 Equity Compensation

 We may pay equity-based
compensation to our NEOs in order to link our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby
ensuring that such NEOs have a continuing stake in our long-term success.

 General Benefits

 Our NEOs are provided with
other fringe benefits that we believe are commonly provided to similarly situated executives.

 Employment Agreements

 Effective July 27, 2022,
we executed an employment agreement with Stephan Kim for Mr. Kim to serve as our full time Chief Financial Officer, effective immediately.
Mr. Kim shall receive a monthly payment of $12,000 ($144,000 annually) as compensation for his services, and we granted $56,000 worth
of restricted stock units (RSUs), which vested 3 months after employment and can be sold after one year. The employment agreement is
an at-will agreement and is terminable by either party at any time.

 Except as set forth above
we do not currently have employment agreements with any of our NEOs.

 Employment Agreements

 Prior to the Business Combination,
Thunder Power did not entered into employment agreements with Messrs. Wellen Sham, Chiu Wai Jo or Pok Man Ho. Following the Business
Combination, on September 24, 2024 and September 25, 2024, Thunder Power AI Subsidiary, Inc. ("TPAI") Thunder Power's
Hong Kong branch, entered into certain employment agreements with Ho Pok Man and Christopher Nicoll, respectively.

 Ho Agreement

 Based on the employment
agreement by and between TPAI and Ho Pok Man (the "Ho Agreement"), effective September 16, 2024, TPAI shall pay Mr. Ho a
fixed monthly salary of US$8,000, payable in arrears on the sixth of each month (pro rated for the months if that period of service is
less than one calendar month). In addition, TPAI also agreed to issue to Mr. Ho a total of 100,000 the Company's Common Stock every
year (in two instalments, one on January 1, the other on June 1) under the Company's 2024 Omnibus Equity Incentive Plan. Mr. Ho
may also be subject to certain discretionary bonus in form of either cash or options, or both, if the Company's financial target
is achieved.

 Nicoll Agreement

 Based on the employment
agreement by and between TPAI and Christopher Nicoll (the "Nicoll Agreement"), effective July 1, 2024, TPAI shall pay Mr.
Nicoll a fixed monthly salary of US$5,000 for the first 3 months of the employment and US$10,000 since then, payable in arrears on the
sixth of each month (pro rated for the months if that period of service is less than one calendar month). In addition, TPAI also agreed
to issue to Mr. Nicoll a total of 200,000 of the Company's Common Stock every year, payable on the first day of each quarter, in
four equal instalments, under the Company's 2024 Omnibus Equity Incentive Plan. Mr. Nicoll may also be subject to certain discretionary
bonus in form of either cash or options, or both, if the Company's financial target is achieved.

 Director Compensation

 None of the non-employee directors received
compensation during the fiscal years ended December 31, 2024 and 2023 for services rendered to the Company.

 Rule 10b5-1 Sales Plans

 Our directors and executive
officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or
sell shares of our Common Stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant
to parameters established by the director or executive officer when entering into the plan, without further direction from them. The
director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any
time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when
they are not in possession of material non-public information, subject to compliance with the terms of our insider trading policy. The
sale of any shares under such a plan will be subject to the Lock-Up Agreements, to the extent that the selling director
or executive officer is a party thereto.

 Emerging
Growth Company Status

 The Company is an "emerging
growth company," as defined in the Jobs Act. As an emerging growth company, it is exempt from certain requirements related to executive
compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating
to the ratio of total compensation of its chief executive officer to the median of the annual total compensation of all of its employees,
each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and
Consumer Protection Act.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

 The following table sets
forth, as of the date of this annual report, the beneficial ownership information of each current director, including each nominee for
director, of the Company, as well as the Company's executive officers, and the executive officers and directors as a group. There
is no person known to the Company to beneficially own 5% or more of the outstanding shares of the Company's common stock. Percentage
of beneficial ownership is based on 70,724,664 shares of the Company's common stock outstanding as of the date of this annual report.

 Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission ("SEC") and includes voting or investment power with
respect to the securities. Ownership information for those persons who beneficially own 5% or more of the shares of the Company's
common stock is based upon filings by such persons with the SEC and other information obtained from such persons, if available.

 The beneficial ownership
percentages set forth in the table below are based on 70,724,664 shares of Common Stock issued and outstanding as as of the date of this
annual report, which includes the Earn Out Shares held by Continental Stock Transfer & Trust Company and do not take into account
the issuance of any shares of Common Stock upon the exercise of Public Warrants or Sponsor Warrants. In computing the number of shares
of Common Stock beneficially owned by a person, we deemed to be outstanding all shares of Common Stock subject to warrants and convertible
notes held by the person that are currently exercisable or convertible or may be exercised or converted within 60 days of January 24,
2025. The Company did not deem these shares outstanding, however, for purpose of computing the percentage of ownership of any other person.
Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities
named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.

 Name
 and Address of Beneficial Owner (1)

 Number of
 Shares

 Percent

 Directors and Named Executive Officers:

 —

 —

 Chiwen Chen

 —

 —

 Mingchih Chen

 —

 —

 Ferdinand Kaiser

 —

 —

 Kevin Vassily

 50,000

 *

 Pok Ho Man

 64,200

 *

 All directors and officers as a group (5 individuals)

 114,200

 *

 Five Percent Holders

 Wellen Sham (2)

 17,900,564

 25.3
 %

 *

 Represents less than 1

 (1)
 Unless
otherwise indicated, the business address of each of the following entities or individuals is 221 W 9th St #848, Wilmington, DE 19801.

 (2)
 Includes:

 (a)
 10,834,898
shares of Common Stock held of record by Electric Power Technology Ltd, a Taiwanese public company listed in Taiwan (Taiwan List Co.
4529), of which Mr. Sham is a chairperson. Mr. Sham and Ling Houng Sham have a 19.36% interest in the ordinary shares of Electric Power
Technology Ltd, and companies with which Mr. Sham is affiliated with have a 20.31% interest in the ordinary shares of Electric Power
Technology Ltd. Accordingly, Mr. Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly
by Electric Power Technology Ltd. Mr. Sham and Ling Houng Sham disclaim beneficial ownership of the shares held of record by Electric
Power Technology Ltd. The principal business address of Electric Power Technology Ltd is 4F, No. 632 Guangfu South Road, Da'an
District, Taipei Taiwan.

 (b)
 4,129,066
shares of Common Stock held of record by Old Gen Holdings LLC, a Delaware limited liability company, of which Mr. Sham is the primary
beneficiary. Accordingly, Mr. Sham may be deemed to have or share the beneficial ownership of the shares of Common Stock held directly
by Old Gen Holdings LLC. The principal place of business of Old Gen Holdings LLC is 108 W 13th St, Ste. 100, Wilmington DE 19801.

 (c)
 752,713
shares of Common Stock held of record by Ling Houng Sham, wife of Mr. Sham.

 (d)
 2,183,887
shares of Common Stock held of record by Mr. Wellen Sham, former Chief Executive Officer of Thunder Power prior to consummation of the
Business Combination.

 Securities Authorized for Issuance Under Equity Compensation Plans

 In October 2014, TP Holdings
adopted a Thunder Power Holdings Limited Share Option Plan (the "2014 Plan"), As of September 30, 2024, the 2014 Plan existed
to the extent that there are options/awards outstanding thereunder.

 On June 17, 2024, the stockholders
of the Company voted to approve the 2024 Omnibus Equity Incentive Plan (the "2024 Plan"), which became effective
at the closing of the Business Combination. All outstanding options to purchase share of TP Holdings granted under the 2014 Plan has
rolled over into the 2024 Plan and became options to purchase share of Common Stock of the Company. Such options granted under the 2014
Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock options and the terms
of the 2024 Plan (including the terms of the Prior Plan attached as an exhibit to the 2024 Plan).

 The total number of shares
of the Company's Common Stock reserved and available for grant and issuance pursuant to awards under the 2024 Plan equals 10%
of the total number of outstanding shares of the Company's Common Stock immediately following the Business Combination, the full
amount of which may be issued pursuant to incentive stock options. In addition, annually on the first trading day of the calendar year,
beginning with the 2025 calendar year, the share reserve (but not the incentive stock option limit) will automatically increase by 5%
of the total number of shares of the Company's Common Stock outstanding as of the last day of the immediately preceding calendar
year, unless the administrator of the 2024 Plan acts prior to January 1 of such calendar year to provide that there will be no increase
or a lesser increase in the share reserve for that year. Under the 2024 Plan, non-employee directors, employees and consultants, and
any individual to whom the Company and the affiliates have extended a formal offer of employment, are eligible to receive awards under
the 2024 Plan. There is no limit on the number or class of directors, employees or consultants that are eligible to receive awards.

 Plan Category

 (a)

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 (b)

 Weighted-average exercise price of outstanding options, warrants and rights

 (c)

 Number of securities remaining available for future issuance under equity compensation plans
 (excluding securities reflected in column (a))

 Equity compensation plans approved by security holders

 —

 —

 —

 Equity compensation plans not approved by security holders

 —

 —

 —

 Changes in Control

 None.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence

 Related Person Transactions Policy

 The Board has adopted a
related person transaction policy that sets forth the Company's procedures for the identification, review, consideration and approval
or ratification of related person transactions. The policy became effective upon approval by the Board following the consummation of
the Business Combination. The Company's audit committee has the primary responsibility for reviewing and approving or disapproving
"related party transactions." The charter of the Company's audit committee provides that the audit committee will review
and approve in advance any related party transaction.

 A "related person transaction" is
a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which:

 the
 Company has been or is to be a participant,

 the
 amount involved exceeds or will exceed $120,000; and

 any
 of the Company's directors or executive officers or holders of more than 5% of the
 Company's capital stock, or any immediate family member of, or person sharing the household
 with, any of these individuals, had or will have a direct or indirect material interest.

 Under the policy, if a transaction has been identified
as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any
transaction that was not initially identified as a related person transaction prior to consummation, the Company's management must
present information regarding the related person transaction to the Company's audit committee, for review, consideration and approval
or ratification. The audit committee will consider all relevant facts and circumstances of such a transaction, including, but not limited
to: (i) the related party's relationship to the Company and interests in the transaction, (ii) the proposed amount involved in
the transaction, (iii) whether the transaction was or will be undertaken in the ordinary course of the Company's and related party's
business, (iv) the way in which any transaction was or is to be initiated, (v) whether the potential related party transaction is on
terms comparable to those available from an unrelated third party, (vi) the benefits to the Company of the proposed transaction, and
(vii) any other material fact pertinent to the transaction.

 Nature of relationships with related parties:

 Relationship
 with the Company

 Thunder Power (Hong Kong)
 Limited ("TP HK")

 Over which the spouse of
 Mr. Wellen Sham, the Company's controlling shareholder, exercises significant influence

 Thunder Power Electric
 Vehicle (Hong Kong) Limited ("TPEV HK")

 Over which the spouse of
 Mr. Wellen Sham, the Company's controlling shareholder, exercises significant influence

 Mr. Wellen Sham

 Controlling shareholder
 of the Company

 Ms. Ling Houng Sham

 Spouse of Mr. Wellen Sham

 Feutune Light Sponsor LLC
 ("FLFV Sponsor")

 Shareholder of the Company

 b. Related party transactions:

 Nature

 2024

 2023

 TP HK

 Rental expenses

 $
 27,681

 $
 27,696

 On June 30, 2023, the outstanding
balances due to TP HK, TPEV HK and Mr. Wellen Sham as of June 30, 2023 were settled by issuance of 2,183,887 of the Company's
common stock.

31, 2024, the Company borrowed $951,560 from Mr. Wellen Sham to support the Company's operations. The borrowings bear interest
rate ranging between 8% and 10% and is payable through December 2025. As of December 31, 2024, the Company repaid borrowings of $25,000
to Mr. Wellen Sham.

 Balance with related parties:

 Nature

 2024

 2023

 TP
 HK (1)

 $
 96,236

 $

 Mr.
 Wellen Sham (2)

 1,271,415

 —

 Ms.
 Ling Houng Sham (2)

 208,636

 —

 FLFV
 Sponsor (3)

 190,000

 —

 $
 1,766,287

 $

 (1)

 The balance due to TP HK
 represented the payments made by TP HK on behalf of TP Holdings regarding the office rental fee and employee salary expenses. The
 balance is interest free and is repayable on demand.

 (2)

 The balance due to Mr. Wellen Sham represented
 the promissory notes of $560,000 for extension of FLFV, promissory notes of $691,560 for the daily operation of the Company, other
 payable of $4,000 for payment of operating expenses on behalf of the Company and interest payable of $40,855. The balance due to
 Ms. Ling Houng Sham represented promissory notes of $200,000 for extension of FLFV and interest payable of $8,636.

 Among the promissory notes issued to Mr.
 Wellen Sham, $260,000 of which was borrowed by Thunder Power and bear interest rate of 8% per annum and were payable on June 21,
 2024, $300,000 was borrowed by FLFV which bear interest rate of 10% and is payable on September 19, 2024, $350,060 was borrowed by
 the Company which bear interest rate of 10% and is payable on September 10, 2025, $100,000 was borrowed by the Company which bear
 interest rate of 10% and is payable on October 16, 2025, $121,500 was borrowed by the Company which bear interest rate of 8% and
 is payable on November 12, 2025, and $120,000 was borrowed by the Company which bear interest rate of 8% and is payable on December
 9, 2025. As of December 31, 2024, the Company repaid $25,000 to Mr. Wellen Sham. As of the date of this Annual Report, the Company
 has not settled the promissory notes with Mr. Wellen Sham.

 Among the promissory notes issued to Ms.
Ling Houng Sham, $100,000 borrowed by Thunder Power which bear interest rate of 8% per annum and were payable on June 21, 2024, and $100,000
borrowed by FLFV which bear interest rate of 8% and is payable on June 21, 2024. As of the date of this Annual Report, the Company has
not settled the promissory notes with Ms. Ling Houng Sham.

 (3)

 In May and June 2024, FLFV
 issued three promissory notes to the FLFV Sponsor in exchange for an aggregated loans of $190,000 from the FLFV Sponsor, among which
 $50,000 was payable on closing of the Business Combination, and $140,000 was payable on July 21, 2024. As of the date of this Annual
 Report, the Company has not settled the promissory notes with FLFV Sponsor.

 Item 14. Principal Accountant Fees and Services

 Prior Audit Firm

 MaloneBailey, LLP ("MaloneBailey")
served as our independent registered public accounting firm from April 25, 2023. At such time, we amicably terminated the engagement
of MaloneBailey, and such termination was approved by our Board of Directors and Audit Committee. The reports of MaloneBailey on our
financial statements as of and for the fiscal year ended December 31, 2023did not contain any adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of providing
a qualification as to our predecessor's ability to continue as a going concern. Since its appointment and through the subsequent
interim period ended August 1, 2024, there were no disagreements with MaloneBailey on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MaloneBailey,
would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report; and there were
no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

 Current Audit Firm

 We have appointed Assentsure
PAC ("Assentsure") to serve as our independent registered public accounting firm for the fiscal year ending December 31,
2024. BCRG has served as our independent registered public accounting firm since August 1, 2024.

 Fees Billed to the Company in fiscal year
2024 and 2023

 The following table sets
forth the fees billed to us by our principal auditor and former principal auditor professional services rendered during the fiscal years
ended December 31, 2023 and our principal auditor, Assentsure PAC, for professional services rendered during the fiscal years
ended December 31, 2024:

 31-Dec-24

 31-Dec-23

 Audit
 fees (1)

 $
 245,000

 $
 371,750

 Audit
 related fees (2)

 $
 55,300

 Tax
 fees (3)

 -

 -

 All other fees

 -

 -

 Total fees

 $
 300,300

 $
 371,842

 (1)

 Audit Fees — Audit
 fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial
 statements.

 (2)

 Audit-Related Fees — These
 consisted principally of the aggregate fees related to audits that are not included Audit Fees.

 (3)

 Tax Fees — Tax
 fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our various jurisdictions'
 income tax returns.

 Pre-Approval Policies and Procedures

 The Audit Committee has
the authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification).
The Audit Committee is also responsible for the compensation and oversight of the work of the independent registered public accounting
firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial
reporting) for the purpose of preparing or issuing an audit report or related work. The independent registered public accounting firm
was engaged by, and reports directly to, the Audit Committee.

 The Audit Committee pre-approves
all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent
registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of
the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently
approved prior to the completion of the audit. We have complied with the procedures set forth above, and the Audit Committee has otherwise
complied with the provisions of its charter.

 Item 15. Exhibits, Financial Statement Schedule

 (a)
 The
 following documents are filed as part of this Report:

 (1)

 Financial Statements

 Page

 Report
 of Independent Registered Public Accounting Firm

 Balance
 Sheets

 Statements of Operations

 Statements
 of Changes in Shareholders' Deficit

 Statements
 of Cash Flows

 Notes
 to Financial Statements

 (2)

 Financial Statements Schedule

 All financial statement
schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is
presented in the financial statements and notes beginning on F-1 on this Report.

 (b)

 Exhibits

 Item 16.
Exhibits and Financial Statement Schedules.

 (a)

 Exhibits.

 Incorporated
 by Reference

 Exhibit No.

 Description

 Form

 File

 Number

 Exhibit

 Filing
 Date

 2.1 *

 Agreement and Plan of Merger, dated as of October 26, 2023, by and among Feutune Light Acquisition Corp., Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited.

 Exhibit 2.1

 October 27, 2023

 2.2*

 First Amendment to Agreement and Plan of Merger, dated as of March 19, 2024, by and among Feutune Light Acquisition Corporation, Feutune Light Merger Sub, Inc., and Thunder Power Holdings Limited.

 Exhibit 1.1

 March 20, 2024

 3.1*

 Form of Third Amended and Restated Certificate of Incorporation of Thunder Power Holdings, Inc.

 Proxy Statement

 333-275933

 Annex C

 May 17, 2024

 3.2*

 Amended and Restated Bylaws of Thunder Power Holdings, Inc.

 Exhibit 3.2

 4.1*

 Amended and Restated Warrant Agreement, dated June 21, 2024, by and between Feutune Light Acquisition Corporation and Continental Stock Transfer & Trust Company.

 10.1*

 Letter Agreement, dated June 15, 2022, among Feutune Light Acquisition Corporation and certain stockholders.

 333-264221

 June 21, 2022

 10.2*

 Promissory Note, dated May 20, 2024, issued by Feutune Light Acquisition Corporation to Thunder Power Holdings Limited.

 333-264221

 May 22, 2024

 10.3*

 Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to Ling Houng Sham.

 333-264221

 Exhibit 10.2

 May 22, 2024

 10.4*

 Promissory Note, dated May 22, 2024, issued by Feutune Light Acquisition Corporation to Rockridge International Inc.

 333-264221

 Exhibit 10.3

 May 22, 2024

 10.5*

 Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Wellen Sham.

 Exhibit 10.6

 10.6*

 Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Sam Yu.

 Exhibit 10.7

 10.7*

 Promissory Note, dated June 21, 2024, issued by Feutune Light Acquisition Corporation to Sau Fong Yeung.

 Exhibit 10.8

 10.8*

 Letter Agreement date June 21, 2024, among Feutune Light Acquisition Corporation and certain stockholders

 Exhibit 10.9

 10.9*

 Forward Purchase Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation, Thunder Power Holdings Limited, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC.

 June 13, 2024

 10.10*

 Subscription Agreement, dated June 11, 2024, by and among Feutune Light Acquisition Corporation, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC.

 Exhibit 10.2

 June 13, 2024

 10.11*

 Escrow Agreement, dated June 21, 2024, by and between Feutune Light Acquisition Corporation, Wellen Sham, Yuanmei Ma and Continental Stock Transfer & Trust Company.

 Exhibit 10.2

 10.12*

 Letter
Agreement re Settlement of Outstanding Note, dated June 21, 2024, by and between Feutune Light Acquisition Corporation and certain promissory
noteholders.

 Exhibit 10.9

 10.13*

 Form of Non-Competition Agreement.

 Exhibit 10.3

 10.14*

 Form of Lock-up Agreement.

 Exhibit 10.4

 10.15#*

 Form of Indemnification Agreement.

 Exhibit 10.5

 10.16#*

 2024 Omnibus Equity Incentive Plan.

 Proxy Statement

 333-275933

 Annex D

 May 17, 2024

 10.17*

 Common Stock Purchase Agreement, dated August 20, 2024, by and between Thunder Power Holdings, Inc. and Westwood Capital Group LLC.

 August 21, 2024

 10.18*

 Registration Rights Agreement, dated August 20, 2024, by and between Thunder Power holdings, Inc. and Westwood Capital Group LLC

 Exhibit 10.2

 August 21, 2024

 10.19*

 Promissory Note, dated October 10, 2024, issued by Thunder Power Holdings, Inc. to Wellen Sham.

 Exhibit 10.19

 10.20#*

 Employment Agreement with Ho Pok Man.

 Exhibit 10.20

 10.21#*

 Employment Agreement with Christopher Nicoll.

 Exhibit 10.21

 10.22*

 Capital Markets Advisory Agreement, dated May 15, 2024, by and between Thunder Power Holdings, Inc. and Benjamin Securities, Inc.

 255-30173

 Exhibit 10.26

 January 14, 2025

 10.23*

 First Amendment to Capital Markets Advisory Agreement, dated June 21, 2024, by and between Thunder Power Holdings, Inc. and Benjamin Securities, Inc.

 255-30173

 Exhibit 10.27

 January 14, 2025

 10.24*

 The Share Exchange Agreement

 Proxy Statement

 257-20030

 Appendix A

 January 29, 2025

 10.25*

 The Amendment Agreement

 Proxy Statement

 257-20030

 Appendix B

 January 29, 2025

 14*

 Code of Business Conduct.

 Exhibit 14

 19.1**

 Insider Trading Policy

 21.1*

 List of Subsidiaries of Thunder Power Holdings, Inc.

 Exhibit 21.1

 24**

 Power of Attorney (included on signature page to initial filing of this Registration Statement).

 31.1**

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2**

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 99.1*

 Audit Committee Charter.

 99.1

 99.2*

 Compensation Committee Charter.

 99.2

 99.3*

 Nominating and Corporate Governance Committee Charter.

 99.3

 97**

 Policy relating to recovery of compensation

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Previously Filed.

 **

 Filed herewith

 Certain portions of this exhibit (indicated by "***")
 have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information
 that the Registrant treats as private or confidential. The Registrant agrees to furnish supplementally a copy of such schedules,
 or any section thereof, to the SEC upon request.

 #

 Indicate management contract or compensatory plan or
 arrangement.

 Item 16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 Date: March 31, 2025

 Thunder Power
 Holdings, Inc.

 By:

 /s/

 Name:

 Title:

 Chief Executive Officer

 (principal executive officer)

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chairperson of the Board,
 President, Chief Executive Officer

 March
 31, 2025

 (principal executive officer)
 and interim Chief Financial Officer

 (principal financial officer and principal accounting officer)

 /s/

 Interim Chief Financial Officer

 March 31, 2025

 /s/
 Chiwen Chen

 and Chairman of the Board

 March
 31, 2025

 Chiwen Chen

 Mingchih Chen

 /s/
 Ferdinand Kaiser

 March
 31, 2025

 Ferdinand Kaiser

 /s/
 Kevin Vassily

 March
 31, 2025

 Kevin Vassily

INC.

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements
 of Changes in Shareholders' Deficit

 Statements
 of Cash Flows

 Notes
 to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To The Shareholders and the Board of Directors of Thunder Power Holdings
Inc

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Thunder Power Holdings Inc and its subsidiaries (collectively, the "Company") as of December 31, 2024 and
2023 and the related statements of income and comprehensive income, changes in shareholders' equity and cash flow for the years
ended December 31, 2024 and 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial positions of the Company as of December 31, 2024 and
2023, and the results of its income and comprehensive income and its cash flows for the years ended December 31, 2024 and 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Explanatory Paragraph - Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described
in Note 3 to the consolidated financial statements, the Company has accumulated deficits of $36,932,246 and $34,429,895 as of December
31, 2024 and 2023, respectively and loss from operations of $2,502,351 and $1,815,644
in 2024 and 2023, respectively. These factors raise substantial doubts about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 3. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB and in accordance with the auditing standards generally accepted in the United States of America. Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Assentsure PAC

 Singapore

 March 31, 2025

 PCAOB ID Number 6783

 We have served as the Company's auditor
since 2023.

 F- 2

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)

 2024

 2023

 ASSETS

 Current Assets

 Cash

 $
 52,616

 $

 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

 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 (Note
 12)

 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

 —

 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 (see the discussion under the heading " Reverse Recapitalization " in " Note 1 – Organization and Business Description ").

 The accompanying notes
are an integral part of the financial statements.

 F- 3

 (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)

 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

 —

 Foreign currency exchange loss

 ( 212
)

 ( 573
)

 Total other expenses, net

 ( 161
)

 ( 573
)

 Loss before income taxes

)

)

 Income tax expenses

 —

 —

)

)

 Other comprehensive income

 Foreign currency adjustments

 —

 Comprehensive loss

 $
 ( 2,502,218
)

 $
)

 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 (see the discussion under the heading " Reverse Recapitalization " in " Note 1 - Organization and Business Description ").

 The accompanying notes are an integral part
of the consolidated financial statements.

 F- 4

INC.

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

 2,762,215

 —

 —

 2,762,774

 Issuance of ordinary shares to a related party to settle liabilities
 due to the related party

 150,727

 73,938

 —

 —

 73,953

 Share-based compensation

 —

 —

 —

 —

)

 —

)

 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

 946,549

 —

 —

 946,800

 Reverse recapitalization (Note 1)

 5,279,673

 3,911,563

 —

 —

 3,912,091

 Issuance of common stock to a financial advisor (Note 8)

 1,200,000

 ( 120
)

 —

 —

 —

 Issuance of common stock to independent directors

 90,000

 899,991

 —

 —

 900,000

 Share-based compensation

 —

 —

 107,712

 —

 —

 107,712

 Settlement of working capital loans

 289,960

 2,635,971

 —

 —

 2,636,000

 Issuance of ordinary shares pursuant to forward purchase contracts

 3,706,461

 ( 371
)

 —

 —

 —

 Issuance of ordinary shares pursuant to a private placement

 150,000

 ( 15
)

 —

 —

 —

 Share-based compensation to non-employees (Note 11)

 8,570

 21,938

 —

 —

 21,939

 —

 —

 —

)

 —

)

 Foreign exchange adjustments

 —

 —

 —

 —

 Balance as of December 31, 2024

 50,724,664

 $
 5,073

 $
 43,450,667

 $
 ( 36,932,246
)

 $

 $
 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 (see the
 discussion under the heading " Reverse Recapitalization " in " Note 1 - Organization and Business Description ").

 The accompanying notes are an integral part
of the consolidated financial statements.

 F- 5

INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2024 and 2023

(Expressed in U.S. dollar)

 2024

 2023

 Cash flows from operating activities:

 $
)

 $
)

 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
)

 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

 250,386

 Cash at end of year

 $
 52,616

 $

 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

 $
 21,939

 $
 —

 The accompanying notes are an integral part
of the consolidated financial statements.

 F- 6

INC.

 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 with limited liability on December 31, 2015. TP Holdings is
a parent holding company with no operations.

 TP Holdings 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.

 TP Holdings together with
TP NEV, are engaged in design, development and manufacturing of high-performance electric vehicles. As of December 31, 2024 and 2023,
its operations activities were carried out in Taiwan and its management team are currently located in 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").

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) earn out 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 in the following years through
December 31, 2026 (see " Note 12 – 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.

 F- 7

 1. ORGANIZATION AND BUSINESS DESCRIPTION (cont.)

 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.

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 (the "Agreement") with certain shareholders (the "TW Company Shareholders")
of Electric Power Technology Limited, a Taiwan corporation ("TW Company").

 Pursuant to the Agreement,
the TW Company Shareholders will exchange 26,079,550 ordinary shares of TW Company for 31,034,666 newly issued shares of the Company's
common stock, par value $ 0.0001 per share (the "Exchange"). Upon completion of the Exchange, the Company will acquire approximately
 30.8 % of TW Company's total issued and outstanding shares. The closing of the Exchange is subject to customary conditions, including
receipt of all necessary regulatory approvals and the approval of the Company's shareholders. The Agreement contains customary
representations, warranties and covenants by the parties. The closing must occur no later than October 31, 2025. The Agreement may be
terminated: (1) by mutual consent of the parties; (2) by either party upon material breach by the other party that remains uncured for
10 days after notice; (3) if the closing has not occurred within 90 days of signing (subject to extension for regulatory approvals);
or (4) by either party if a court or regulatory authority permanently enjoins the transaction.

 F- 8

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial
statements are presented in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"),
as determined by the Financial Accounting Standards Board ("FASB") and pursuant to the accounting and disclosure rules and
regulations of the SEC.

 Basis of consolidation

 The consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been
eliminated upon consolidation.

 Use of estimates

 The preparation of consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the consolidated financial statements,
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates under different
assumptions or conditions. On an ongoing basis, management reviews these estimates and assumptions using the currently available information.
Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and
on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying
values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, determinations
of the useful lives and valuation of long-lived assets, estimates of allowances for expected credit losses, valuation allowance of deferred
tax assets and other provisions and contingencies. To the extent there are material differences between the estimates and actual results,
the Company's future results of operations will be affected.

 Fair value of financial instruments

 The Company's financial
instruments are accounted for at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels
of the fair value hierarchy are described below:

 Level 1 —

 inputs to the valuation
 methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 Level 2 —

 inputs to the valuation
 methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets
 or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 Level 3 —

 inputs to the valuation
 methodology are unobservable and significant to the fair value.

 As of December 31, 2024
and 2023, financial instruments of the Company primarily comprised of current assets and current liabilities including cash, other current
assets, due to related parties, other payables, lease liabilities and underwriter fee payable. The carrying amount of these current assets
and current liabilities approximate their fair values because of the short-term nature of these instruments.

 F- 9

 Foreign currency translation

 Transactions denominated in currencies other
than the functional currency are translated into the functional currency at the exchange rates prevailing on the dates of the transaction.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency
using the applicable exchange rates on the date of the balance sheet.

 The reporting currency of the Company and its
subsidiaries is U.S. dollars ("US$").

 In general, for consolidation purposes, assets
and liabilities of the Company and its subsidiaries whose functional currency is not the US$, are translated into US$, using the exchange
rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses
resulting from translation of financial statements of the Company and its subsidiaries are recorded as a separate component of accumulated
other comprehensive income within the statement of shareholders' equity.

 Translation of amounts from TWD into US$ has
been made at the following exchange rates for the respective periods:

 2024

 2023

 TWD exchange rate for balance sheet items, except
 for equity accounts

 32.79

 -

 2024

 2023

 TWD exchange rate for items in the statements
 of operations and comprehensive loss, and statements of cash flows

 32.31

 -

 Cash

 Cash and cash equivalents
primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdraw and use.

 Prepaid expenses for forward purchase contract

 On June 11, 2024, FLFV and
TP Holdings entered into an agreement with (i) Meteora Capital Partners, LP ("MCP"), (ii) Meteora Select Trading Opportunities
Master, LP ("MSTO"), and (iii) Meteora Strategic Capital, LLC ("MSC" and, collectively with MCP and MSTO, the
"Seller", or, the "Meteora") (the "Forward Purchase Agreement"). For purposes of the Forward Purchase
Agreement, (i) FLFV is referred to as the "Counterparty" prior to the consummation of the Business Combination, while the
Company is referred to as the "Counterparty" after the consummation of the Business Combination and (ii) "Shares"
means shares of the Class A common stock, par value $ 0.0001 per share, of FLFV prior to the closing of the Business Combination, and,
after the closing of the Business Combination, shares of common stock, par value $ 0.0001 per share, of the Company.

 Pursuant to the terms of
the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to 4,900,000 Shares (the "Purchased Amount"),
less the number of shares purchased by the Seller separately from third parties through a broker in the open market ("Recycled
Shares"). The Seller will not be required to purchase an amount of shares such that following such purchase, the Seller's
ownership would exceed 9.9 % of the total Shares outstanding immediately after giving effect to such purchase, unless the Seller, at its
sole discretion, waives such 9.9 % ownership limitation.

 The Forward Purchase Agreement
provides for a prepayment shortfall in an amount in U.S. dollars equal to 0.25 % of the product of the Recycled Shares and the Initial
Price which is equal to the redemption price of $ 11.1347 (the "Prepayment Shortfall"). The Seller will pay the Prepayment
Shortfall to the Company on the prepayment date (which amount will be netted from the Prepayment Amount) (the "Initial Prepayment
Shortfall").

 F- 10

 Prepaid expenses for forward purchase contract (cont.)

 The Seller in its sole discretion
may sell Recycled Shares at any time following June 11, 2024 and at any sales price, without payment by the Seller of any early termination
obligation until such time as the proceeds from such sales equal 110 % of the Prepayment Shortfall (such sales, "Shortfall Sales,"
and such shares, "Shortfall Sale Shares"). A sale of shares is only (a) a "Shortfall Sale," subject to the terms
and conditions applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and
(b) an Optional Early Termination, subject to the terms and conditions of the Forward Purchase Agreement applicable to Terminated Shares
(as defined in the Forward Purchase Agreement), when an OET Notice (as defined in the Forward Purchase Agreement) is delivered under
the Forward Purchase Agreement, in each case the delivery of such notice in the sole discretion of the Seller (as further described under
"Optional Early Termination" and "Shortfall Sales" in the Forward Purchase Agreement).

 The Seller will purchase
"Additional Shares" from the Counterparty at any date prior to the Valuation Date at the Initial Price, with such number
of Shares to be specified in a Pricing Date Notice as Additional Shares subject to 9.9 % ownership limitations which may be waived by
Seller at its sole discretion; provided that such number of Additional Shares that may be purchased from the Counterparty will not exceed
(x) the Maximum Number of Shares, minus (y) the Recycled Shares.

 The Forward Purchase Agreement
provides that the Seller will be paid directly an aggregate cash amount (the "Prepayment Amount") equal to (x) the product
of (i) the number of Shares as set forth in a Pricing Date Notice and (ii) the redemption price per share of $ 11.1347, less (y) the Initial
Prepayment Shortfall. In addition to the Prepayment Amount, the Counterparty will pay directly from the Trust Account, on the Prepayment
Date, an amount equal to the product of (x) up to 100,000 (with such final amount to be determined by Seller in its sole discretion via
written notice to the Counterparty) and (y) the Initial Price. The Shares purchased with the Share Consideration (the "Share Consideration
Shares") will be incremental to the Maximum Number of Shares (as defined below) and will not be included in the number of Shares
in connection with the Transaction under the Forward Purchase Agreement.

 The reset price (the "Reset
Price") will initially be $ 10.00. The Reset Price will be subject to reset on a weekly basis commencing the first week following
the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then current Reset Price, (b) the Initial
Price and (c) the VWAP Price of the Shares of the prior trading weeks; provided that the Reset Price will be subject to reduction upon
a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering. The "Maximum Number of Shares" subject
to the Forward Purchase Agreement will initially be the Purchased Amount; upon the occurrence of a Dilutive Offering Reset, a number
of Shares equal to the quotient of (i) the Purchased Amount divided by (ii) the quotient of (a) the price of such Dilutive Offering divided
by (b) the $ 10.00. The "Maximum Number of Shares" subject to the Forward Purchase Agreement will initially be the Purchased
Amount; upon the occurrence of a Dilutive Offering Reset, a number of Shares equal to the quotient of (i) the Purchased Amount divided
by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) the $ 10.00.

 From time to time and on
any date following the Trade Date (any such date, an "OET Date") and subject to the terms and conditions in the Forward Purchase
Agreement, the Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to the
Counterparty (the "OET Notice"), by the later of (a) the fifth Local Business Day following the OET Date and (b) no later
than the next Payment Date following the OET Date, (which will specify the quantity by which the number of Shares will be reduced (such
quantity, the "Terminated Shares")). The effect of an OET Notice will be to reduce the number of Shares by the number of
Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Counterparty will be
entitled to an amount from the Seller, and the Seller will pay to the Counterparty an amount, equal to the product of (x) the number
of Terminated Shares and (y) the Reset Price in respect of such OET Date (except that no amount will be due to Counterparty upon any
Shortfall Sale). The payment date may be changed within a quarter at the mutual agreement of the parties.

 F- 11

 Prepaid expenses for forward purchase contract (cont.)

 The "Valuation Date"
is the earlier to occur of (a) the date that is 36 months after the Closing Date, (b) the date specified by the Seller in a written notice
to be delivered to the Counterparty at the Seller's discretion (which Valuation Date will not be earlier than the day such notice
is effective) after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting
Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event, and (c) the date
specified by the Seller in a written notice to be delivered to the Counterparty at the Seller's sole discretion (which Valuation
Date will not be earlier than the day such notice is effective). The Valuation Date notice will become effective immediately upon its
delivery from the Seller to the Counterparty in accordance with the Forward Purchase Agreement.

 On June 15, 2024, the Sellers
issued a pricing date notice to the Company, pursuant to which the Sellers had 1,089,038 shares of Recycled Shares. Together with the
 100,000 Share Consideration Shares and net off Prepayment Shortfall, the Company made a total of Prepayments Amount of $ 13,264,964 to
the Sellers. The Company recorded the prepayment in the account of "prepaid expenses for forward purchase contract" on the
consolidated balance sheet. The Company will subsequently derecognize the prepayments when the Sellers sell the Recycled Shares. The
difference between the fair value on the date when the Sellers sell the Recycled Shares and $ 11.1347 will be charged to additional paid-in
capital. The Company assessed that there are no material risks arising from the Forward Purchase Agreement. On July 10, 2024, the Company
issued an aggregate of 3,706,461 shares of the Company's common stock to Meteora pursuant to the Forward Purchase Agreement and
Subscription Agreement.

 On July 2, 2024, the Sellers
purchased and the Company issued additional 3,706,461 shares of the Company's common stock to Meteora pursuant to the Forward Purchase
Agreement and Subscription Agreement. The sellers made a prepayment shortfall of $ 150,000. The Company recorded the proceeds from shortfall
prepayments as a reduction against the account of "prepaid expenses for forward purchase contract". As of December 31, 2024,
the Company had outstanding balance of prepaid expenses for forward purchase contract of $ 13,114,964.

 Property and equipment, net

 Property and equipment primarily
consist of office equipment. Office equipment is stated at cost less accumulated depreciation less any provision required for impairment
in value. Depreciation is computed using the straight-line method with no residual value based on the estimated useful lives of five years.

 Costs of repairs and maintenance
are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of
or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations.

 Impairment of long-lived assets

 The Company reviews long-lived
assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted
cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured
by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company impaired the property and
equipment with net book value of nil for the year ended December 31, 2024.

 F- 12

 Underwriter fee payable

 The underwriter fee payable
was due to two underwriters of FLFV in the initial public offering. Pursuant to the underwriter agreements, the Company paid a total
underwriter fee of 2.0 % of the gross proceeds of the IPO, or $ 1,955,000 to the underwriters at the closing of the IPO. In addition,
the underwriters are entitled to an underwriter fee of 3.5 % of the gross proceeds of the IPO, or $ 3,421,250 upon the closing
of the Business Combination.

31, 2024, the Company paid a total of $ 500,000 to both underwriters. As of December 31, 2024, the Company had underwriter fee payable
of $ 2,921,250.

 General and administrative expenses

 General and administrative
expenses consist primarily of salaries, share-based compensation and benefits for employees involved in general corporate functions,
depreciation, legal and professional services fees, rental and other general corporate related expenses.

 Income taxes

 The Company accounts for
income taxes in accordance with the asset and liability method, the recognition of deferred income tax liabilities and assets for the
expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities.
Provision for income taxes consists of taxes currently due plus deferred taxes. The charge for taxation is based on the results for the
year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively
enacted by the balance sheet date.

 Deferred tax is accounted
for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount
of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent
that it is probable that taxable income to be utilized with prior net operating loss carried forwards. Deferred tax is calculated using
tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or
credited in the statements of operations, except when it is related to items credited or charged directly to equity. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 An uncertain tax position
is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination,
with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 % likely
of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax
expense in the period incurred.

 The Company may be subject
to income taxes in the U.S. and foreign jurisdictions, when applicable. The Company is incorporated in the State of Delaware and is required
to pay either income tax or franchise tax, whichever is applicable, to the State of Delaware on an annual basis. The Company is also
registered as a foreign corporation with the State of New Jersey Department of the Treasury The Company would be subject to New Jersey
state tax laws if it has operation in the State of New Jersey.

 Under the current and applicable
laws of BVI, both TP Holdings and TP NEV are not subject to tax on income or capital gains. As of December 31, 2024 and 2023, there were
no temporary differences and no deferred tax asset or liability recognized. The Company does not believe that there was any uncertain
tax positions as of December 31, 2024 and 2023.

 F- 13

 Operating leases

 The Company leases its offices,
which are classified as operating leases in accordance with Topic 842. Operating leases are required to record in the balance sheet
as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Company has elected
the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of
the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and
(3) initial direct costs for any expired or existing leases as of the adoption date. The Company elected the short-term lease exemption
as the lease terms are 12 months or less.

 At the lease commencement
date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate for the same
term as the underlying lease.

 The right-of-use asset is
recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred,
consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment.
There was no impairment for right-of-use lease assets as of December 31, 2024 and 2023.

 Loss per share

 Basic loss per share is
computed by dividing net income attributable to the holders of common stock by the weighted average number of common stock outstanding
during period presented. Diluted loss per share is calculated by dividing net income attributable to the holders of common stock as adjusted
for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of common stock and dilutive common stock
equivalents outstanding during the period. However, ordinary share equivalents are not included in the denominator of the diluted earnings
per share calculation when inclusion of such shares would be anti-dilutive.

 Commitments and contingencies

 In the normal course of
business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover
a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450, the Company
records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably
estimated.

 The Jumpstart Our Business
Startups Act of 2012 ("JOBS Act") provides that an emerging growth company ("EGC"), as defined therein, can take
advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay adoption
of certain accounting standards until those standards would otherwise apply to private companies. The Company qualifies as an EGC as
of December 31, 2021 and has elected to apply the extended transition period for complying with new or revised accounting standards
that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC or (ii)
affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial
statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective
dates.

 F- 14

 Recently issued accounting standards

 In November 2024, the FASB
issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement
Expenses." This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by
requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown
of certain expense categories, such as: employee compensation; depreciation; amortization, and other material components. The disaggregated
information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular
format. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early
adoption is permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have
a material impact. In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 (on disclosures
about disaggregation of income statement expenses) "to clarify that all public business entities are required to adopt the guidance
in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December
15, 2027." Entities within the ASU's scope are permitted to early adopt the ASU.

 In December 2023, the FASB
issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and
income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income
(or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h),
Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer
are considered cost beneficial or relevant. For public business entities, the amendments in this update are effective for annual periods
beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods
beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made
available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted.

 In November 2023, the FASB
issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The amendments improve reportable segment
disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance
interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide
new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose
of the amendments is to enable investors to better understand an entity's overall performance and assess potential future cash
flows. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years
beginning after December 15, 2024. The Company assesses that the adoption of these ASUs will not have a material impact on the Company's
consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows.

 In October 2023, the
FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC's disclosure Update and Simplification
initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall,
250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting—
Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall,
860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to
Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real
Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements
of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC's existing disclosures
with those entities that were not previously subject to the SEC's requirements. Also, the amendments align the requirements in
the Codification with the SEC's regulations. For entities subject to existing SEC disclosure requirements or those that must provide
financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the
date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other
entities, the amendments will be effective two years later from the date of the SEC's removal.

 The Company does not believe
other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on it's the
consolidated financial position, statements of operations and cash flows.

 F- 15

 Significant risks and uncertainties

 Credit risk

 Assets that potentially
subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure
of such assets to credit risk is their carrying amount as at the balance sheet dates. As of December 31, 2024, the Company held cash
of $ 52,616, among which $ 10,679 was deposits in bank accounts in Taiwan, $ 131,687 deposited in bank accounts in the United States and
$ 250 in bank accounts in Hong Kong.

 Bank accounts in each bank
in Taiwan is insured by the government authority with the maximum limit of TW$ 3,000,000 (equivalent to approximately $ 91,500). Each bank
account in the United States is insured by Federal Deposit Insurance Corporation ("FDIC") insurance with the maximum limit
of $ 250,000. Each bank account in Hong Kong is insured by the government authority with the maximum limit of HK$ 500,000 (equivalent
to approximately $ 64,400). To limit exposure to credit risk relating to deposits, the Company primarily place cash and cash equivalent
deposits with large financial institutions in the United States and Hong Kong which management believes are of high credit quality
and the Company also continually monitors their credit worthiness.

 3. GOING CONCERN

 The Company has been incurring
losses from operations since its inception. The Company had limited operations and did not generate any revenue for the financial year
ended December 31, 2024, and 2023 respectively. This resulted in an accumulated deficit of $ 36,932,246 and $ 34,429,895, loss from operations
of $ 2,502,351 and $ 1,815,644 and net cash outflows from operating activities of $ 1,227,253 and $ 658,729 in 2024 and 2023 respectively.
The working capital excluded the non-cash items, which are prepaid expenses for the Forward Purchase Agreement, deferred offering costs
and advance of subscription fees from shareholders. These conditions raised substantial doubts about the Company's ability to continue
as a going concern.

 The Company's liquidity
is based on its ability to obtain capital financing from equity interest investors and borrow funds on favorable economic terms to fund
its general operations and capital expansion needs. The Company's ability to continue as a going concern is dependent on management's
ability to successfully raise more capitals and execute its business plan, which includes increasing revenue while controlling operating
cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive
financing cash flows. Currently, the Company is working to improve its liquidity and capital sources mainly through borrowing from related
parties and obtaining financial support from its principal shareholder who has agreed to continue providing funds for the Company's
working capital needs whenever needed.

 In addition, in order to
fully implement its business plan and sustain continued growth, the Company is also actively seeking financing from outside investors,
borrowings from related parties and financial institutions. However, there can be no assurance that these plans and arrangements will
be sufficient to fund the Company's ongoing capital expenditure, working capital, and other requirements. The accompanying consolidated
financial statements do not include any adjustments related to the recoverability or classification of asset and the amounts or classification
of liabilities that may result from the outcome of this uncertainty.

 F- 16

 4. OTHER CURRENT ASSETS

 Other current assets consisted
of the following:

 2024

 2023

 Payments
 made on behalf of the Sponsor (a)

 $
 —

 $
 300,000

 Payments
 made on behalf of a third party (b)

 315,000

 315,000

 Prepaid expenses

 67,865

 8,221

 $
 382,865

 $
 623,221

 (a)
 As discussed in Note 1, TP Holdings entered into a Merger Agreement with FLFV and its Merger Sub. The balance of payments on behalf of the Sponsor represented the payments of extension loans in an amount of $ 300,000 made by TP Holdings on behalf of the Sponsor. The balance was deducted against additional paid-in capital upon the closing of the Business Combination in 2024.

 (b)
 Before entering into a Merger Agreement with FLFV, TP Holdings entered into a letter of intent with Aetherium Acquisition Corp. ("GMFI") to explore a potential business combination. TP Holdings paid extension loans in an amount of $ 300,000 and working capital loans in an amount of $ 15,000 on behalf of GMFI. In March 2024, the letter of intent with GMFI was terminated.

 5. PROPERTY AND EQUIPMENT, NET

 Property and equipment,
net consisted of the following:

 2024

 2023

 Office equipment

 $
 —

 $
 302,196

 Less: accumulated depreciation

 —

 ( 300,222
)

 $
 —

 $
 1,974

 Depreciation
expense was $ 1,974 and $ 4,366 for the years ended December 31, 2024 and 2023, respectively. For
 the year ended December 31, 2024, the Company fully wrote off its office equipment
with net book value of $ nil.

 6. OPERATING LEASE

 In March 2022, TP Holdings
entered into one office spaces lease agreement ("March 2022 lease arrangement") in Hong Kong under non-cancellable operating
lease, with lease terms of 24 months. In March 2024, the March 2022 lease arrangement extended for 12 months through March 2025.
The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease
term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line
basis over the lease term.

 The Company determines whether
a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance
or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however,
most of the leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate
of the incremental borrowing rate.

 F- 17

 6. OPERATING LEASE (cont.)

 For operating leases that
include rent holidays and rent escalation clauses, the Company recognizes lease expense on a straight-line basis over the lease term
from the date it takes possession of the leased property. The Company records the straight-line lease expense and any contingent rent,
if applicable, in general and administrative expenses on the consolidated statements of income and comprehensive income.

 The lease agreements do
not contain any material residual value guarantees or material restrictive covenants.

 For short-term leases, the
Company records operating lease expense in its consolidated statements of income and comprehensive income on a straight-line basis over
the lease term and record variable lease payments as incurred.

 The table below presents
the operating lease related assets and liabilities recorded on the consolidated balance sheets.

 2024

 2023

 Right of use assets

 $
 4,614

 $
 5,740

 Operating lease liabilities, current

 3,455

 $
 —

 Operating lease liabilities, noncurrent

 —

 —

 Total operating lease
 liabilities

 $
 3,455

 $
 —

 In June 2023, the Company
issued ordinary shares to settle obligations due to related parties, including lease liabilities of $ 131,588 (Note 7). As of December 31,
2023, the Company had no outstanding lease liabilities.

 Other information about
the Company's leases is as follows:

 2024

 2023

 Weighted average remaining lease term (years)

 $
 0.21

 $
 0.21

 Weighted average discount rate

 5.5
 %

 5.5
 %

 Operating lease expenses
were $ 27,681 and $ 27,696, respectively, for the years ended December 31, 2024 and 2023.

 F- 18

 7. OTHER PAYABLE AND ACCRUED EXPENSES

 Other payable and accrued
expenses consisted of the following:

 2024

 2023

 Accrued professional expenses incurred for Business
 Combination (a)

 $
 1,176,358

 $
 —

 Accrued exercise tax on repurchases of common stocks (b)

 913,742

 —

 Others

 250,340

 97,297

 $
 2,340,440

 $
 97,297

 (a)
 As of December 31, 2024, the balance of accrued professional expenses incurred for business combination consisted of expenses payable to a financial advisor, the counselor, public relation service providers and transfer agent.

 (b)
 On August 16, 2022, the Inflation Reduction Act of 2022 (the "IRA") was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. As of December 31, 2024, the amount of the excise tax was accrued at 1 % of the fair market value of the shares repurchased at the time of the repurchase.

 8. EQUITY

 Common Stock

 The Company has 1,000,000,000
shares of common stock authorized with par value $ 0.0001 per share.

 As part of the Business
Combination between the FLFV and TP Holdings, 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 sponsor of FLFV, 548,761 shares of common stock were issued to private
shareholders, 2,227,162 shares of common stock were issued to public shareholders and 60,000 shares of common stock were issued to the
underwriter as representative shares.

Combination on June 21, 2024, the Sponsor had provided a total of $ 2,636,000 in working capital loans and elected to convert all such
working capital loans into 263,600 working capital units, which include 263,600 shares of common stock, par value $ 0.0001 per share,
 263,600 warrants, each of which may be exercised into one share of common stock of the Company, and 263,600 rights, each of which
entitles the holder to receive one-tenth of one share of common stock of the Company at the closing of the Business Combination. The
Company issued 289,960 shares of common stock to the Sponsor on June 21, 2024.

 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.

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 March 2024, April 2024
and June 2024, the Company entered into certain private placement agreements with certain investors, pursuant to which the Company issued
 1,310,740 shares of common stock, 44,940 shares of common stock and 1,155,513 shares of common stock, respectively. The Company raised
an aggregated proceeds of $ 946,800 from these private placements.

 F- 19

 8. EQUITY (cont.)

 On July 2, 2024, the Sellers
purchased and the Company issued additional 3,706,461 shares of the Company's common stock to Meteora pursuant to the Forward Purchase
Agreement and Subscription Agreement. The sellers made a prepayment shortfall of $ 150,000.

 On August 20, 2024, the
Company entered into a Common Stock Purchase Agreement (the "Purchase Agreement") and a Registration Rights Agreement (the
"Registration Rights Agreement") with Westwood Capital Group LLC, a Delaware limited liability company ("Westwood"),
pursuant to which Westwood has committed to purchase, subject to certain limitations, up to $ 100 million of the Company's common
stock, par value $ 0.0001 per share (the "Total Commitment"). In addition, the Company has agreed to pay Westwood a commitment
fee valued at $ 1,500,000 in the form of 150,000 shares of common stock (the "Commitment Shares") or an amount of cash (up
to $ 1,500,000), depending on various factors. Pursuant to the Purchase Agreement, the Company issued 150,000 shares of the Company's
stock as commitment shares to Westwood.

 As of December 31, 2024,
the Company had 50,716,094 shares of common stock issued and outstanding.

 Preferred Stock

 The Company has 100,000,000
shares of Preferred Stock authorized with par value $ 0.0001 per share. As of December 31, 2024, the Company had nil shares of Preferred
Stock issued and outstanding.

 Warrants

 Warrants issued in connection with FLFV's
initial public offering ("IPO")

 In connection with FLFV's
IPO on June 21, 2022, FLFV issued 9,775,000 warrants ("Public Warrants"). Substantially concurrently with the closing
of the IPO, FLFV issued 478,875 warrants to FLFV's Sponsor and 20,000 warrants to US Tiger ("Private
Warrants") (Public Warrants and Private Warrants collectively the "Warrants"). Each Warrant entitles the registered
holder to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment, at any time commencing on the
later of 12 months from the closing of the IPO or 30 days after June 21, 2024. The Warrants will expire five years after June
21, 2024.

 The Warrants became exercisable
after the consummation of the Business Combination on June 21, 2024. No Warrants will be exercisable for cash unless the Company has
an effective and current registration statement covering the common stock issuable upon exercise of the Warrants and a current prospectus
relating to such common stock.

 The Company may call the
Warrants for redemption at a price of $ 0.01 per Warrant:

 in
 whole and not in part;

 upon not less than 30 days ' prior written notice of redemption (the " 30 -day redemption period") to each warrant holder; and

 if, and only if, the reported last sale price of the common stock equals or exceeds $ 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

 F- 20

 8. EQUITY (cont.)

 The Company accounted for
the Warrants as equity instruments in accordance with ASC 480, "Distinguishing Liabilities from Equity" and ASC 815-40,
"Derivatives and Hedging: Contracts in Entity's Own Equity". The Company accounted for the Warrants as an expense
of the IPO resulting in a charge directly to stockholders' equity. The Company estimates that the fair value of the Public Warrants
and Private Warrants to be approximately $ 1.1 million and $ 0.05 million, respectively, or at $ 0.108 per warrant, using
the Monte Carlo Model. The fair value of the Public Warrants and Private Warrant are estimated as of the date of grant using the
following assumptions: (1) expected volatility of 10.3 %, (2) risk-free interest rate of 2.92 %, (3) expected life of 1.38 years,
(4) exercise price of $ 11.50 and (5) stock price of $ 9.76.

 Other Warrants

Combination on June 21, 2024, the Sponsor had provided a total of $ 2,636,000 in working capital loans and elected to convert all such
working capital loans into 263,600 working capital units, which include 263,600 shares of common stock, par value $ 0.0001 per share,
 263,600 warrants, each of which may be exercised into one share of common stock of the Company, and 263,600 rights, each of which
entitles the holder to receive one-tenth of one share of common stock of the Company at the closing of the Business Combination. On December
31, 2024, the Company issued 263,600 warrants to the Sponsor.

 As of December 31, 2024,
the Company had issued and outstanding 10,537,475 warrants to purchase 10,537,485 shares of common stock.

 Rights

 On June 21, 2022, FLFV issued 9,775,000 Rights
(as defined below) in connection with the IPO. Substantially concurrently with the closing of the IPO, FLFV issued 478,875 Rights
to the Sponsor and 20,000 rights to US Tiger. Except in cases where FLFV was not the surviving company in an initial business
combination, each holder of a Right was automatically entitled to receive one-tenth (1/10) of common stock (the "Rights")
upon consummation of the initial business combination.

 On June 21, 2024, the Company
issued 1,027,386 shares of common stock to settle the rights. As of December 31, 2024, the Company did not have outstanding rights.

 F- 21

 9. INCOME TAXES

 Cayman Islands

 Under the current laws of
the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders,
no Cayman Islands withholding tax will be imposed.

 British Virgin
Islands

 Under the current and applicable laws
of BVI, TP Holdings and TP NEV are not subject to tax on income or capital gains.

 Hong Kong

 TP HK is incorporated in
Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted
in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD$ 2 million of assessable profits is
 8.25 % and assessable profits above HKD$ 2 million will continue to be subject to the rate of 16.5 % for corporations in Hong Kong,
effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5 % for corporations in Hong Kong.

 Taiwan

 TP TW is incorporated in
Taiwan and is subject to Taiwan corporate income tax on the taxable income as reported in its statutory financial statements adjusted
in accordance with relevant Taiwan tax laws. The applicable tax rate for the first TW$ 120,000 of assessable profits is exempt from tax
and assessable profits above TWD$ 120,000 will be subject to the rate of 20 % for resident companies in Taiwan.

31, 2024 and 2023, the Company did not incur income tax expenses. Below is a reconciliation of the statutory tax rate to the effective
tax rate:

 2024

 2023

 BVI statutory income tax rate

 %

 %

 Effect of different income tax rates in other jurisdictions

 0.4
 %

 %

 Effect of changes in valuation allowance

 ( 0.4
)%

 %

 Effective tax rate

 %

 %

 Deferred tax assets and
deferred tax liabilities as of December 31, 2024 and 2023 consist of the following:

 2024

 2023

 Net operating losses carryforwards

 $
 9,701

 $
 —

 Less: valuation allowance

 ( 9,701
)

 —

 Total deferred tax assets

 $
 —

 $
 —

 As of December 31,
2024, the Company had net operating loss carrying forwards of $ 117,590 from the Company's Hong Kong subsidiaries, which will be
carried forward indefinitely to offset future profits of the Company's Hong Kong subsidiaries. The Company evaluates its valuation
allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering
whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management's
judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected
in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends
on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable
tax law. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred
tax asset will be fully realized. As of December 31, 2024, full valuation allowance of was provided against deferred tax assets arising
from net operation losses carryforwards as the Company assessed that it was more likely than not that that the net operating losses would
not be fully utilized before expiration.

 Uncertain tax positions

 The Company evaluates each
uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the
unrecognized benefits associated with the tax positions. As of December 31, 2024 and 2023, the Company did not have any unrecognized
uncertain tax positions and the Company does not believe that its unrecognized tax benefits will change over the next twelve months.
For the years ended December 31, 2024 and 2023, the Company did not incur any interest and penalties related to potential underpaid income
tax expenses.

 F- 22

 10. RELATED PARTY TRANSACTIONS AND BALANCES

 a. Nature of relationships with
related parties:

 Relationship with the Company

 Thunder Power (Hong Kong) Limited ("TP HK")

 Over which the spouse of Mr. Wellen Sham, the Company's controlling shareholder, exercises significant influence

 Thunder Power Electric Vehicle (Hong Kong) Limited ("TPEV HK")

 Over which the spouse of Mr. Wellen Sham, the Company's controlling shareholder, exercises significant influence

 Mr. Wellen Sham

 Controlling shareholder of the Company

 Ms. Ling Houng Sham

 Spouse of Mr. Wellen Sham

 Feutune Light Sponsor LLC ("FLFV Sponsor")

 Shareholder of the Company

 b. Related party transactions:

 For the Year Ended December 31,

 Nature

 2024

 2023

 TP HK

 Rental expenses

 $
 27,681

 $
 27,696

 On June 30, 2023, the outstanding
balances due to TP HK, TPEV HK and Mr. Wellen Sham as of June 30, 2023 were settled by issuance of 2,183,887 of the Company's
common stock.

31, 2024, the Company borrowed $ 951,560 from Mr. Wellen Sham to support the Company's operations. The borrowings bear interest
rate ranging between 8 % and 10 % and is payable through December 2025. As of December 31, 2024, the Company repaid borrowings of $ 25,000
to Mr. Wellen Sham.

 c. Balance with related parties:

 Nature

 2024

 2023

 TP HK (1)

 $
 96,236

 $

 Mr. Wellen Sham (2)

 1,271,415

 —

 Ms. Ling Houng Sham (2)

 208,636

 —

 FLFV Sponsor (3)

 190,000

 —

 $
 1,766,287

 $

 (1)
 The balance due to TP HK represented the payments made by TP HK on behalf of TP Holdings regarding the office rental fee and employee salary expenses. The balance is interest free and is repayable on demand.

 (2)
 The balance due to Mr. Wellen Sham represented the promissory notes of $ 560,000 for extension of FLFV, promissory notes of $ 691,560 for the daily operation of the Company, other payable of $ 4,000 for payment of operating expenses on behalf of the Company and interest payable of $ 40,855. The balance due to Ms. Ling Houng Sham represented promissory notes of $ 200,000 for extension of FLFV and interest payable of $ 8,636.

 Among the promissory notes issued to Mr. Wellen Sham, $ 260,000 of which was borrowed by TPHL and bear interest rate of 8 % per annum and were payable on June 21, 2024, $ 300,000 was borrowed by FLFV which bear interest rate of 10 % and is payable on September 19, 2024, $ 350,060 was borrowed by the Company which bear interest rate of 10 % and is payable on September 10, 2025, $ 100,000 was borrowed by the Company which bear interest rate of 10 % and is payable on October 16, 2025, $ 121,500 was borrowed by the Company which bear interest rate of 8 % and is payable on November 12, 2025, and $ 120,000 was borrowed by the Company which bear interest rate of 8 % and is payable on December 9, 2025. As of December 31, 2024, the Company repaid $ 25,000 to Mr. Wellen Sham. As of the date of this Annual Report, the Company has not settled the promissory notes with Mr. Wellen Sham.

 Among the promissory notes issued to Ms. Ling Houng Sham, $ 100,000 borrowed by TPHL which bear interest rate of 8 % per annum and were payable on June 21, 2024, and $ 100,000 borrowed by FLFV which bear interest rate of 8 % and is payable on June 21, 2024. As of the date of this Annual Report, the Company has not settled the promissory notes with Ms. Ling Houng Sham.

 (3)
 In May and June 2024, FLFV issued three promissory notes to the FLFV Sponsor in exchange for an aggregated loans of $ 190,000 from the FLFV Sponsor, among which $ 50,000 was payable on closing of the Business Combination, and $ 140,000 was payable on July 21, 2024. As of the date of this Annual Report, the Company has not settled the promissory notes with FLFV Sponsor.

 F- 23

 11. SHARE-BASED COMPENSATION

 Share options

 In October 2014, TP
Holdings adopted a Thunder Power Holdings Limited Share Option Plan (the "2014 Plan"), As of December 31, 2024, the 2014
Plan existed to the extent that there are options/awards outstanding thereunder.

 On June 17, 2024, the stockholders
of the Company voted to approve the 2024 Omnibus Equity Incentive Plan (the "2024 Plan"), which became effective at the closing
of the Business Combination. All outstanding options to purchase share of TP Holdings granted under the 2014 Plan has rolled over into
the 2024 Plan and became options to purchase share of Common Stock of the Company. Such options granted under the 2014 Plan will continue
to be subject to the terms and conditions as set forth in the agreements evidencing such stock options and the terms of the 2024 Plan
(including the terms of the Prior Plan attached as an exhibit to the 2024 Plan).

 The total number of shares
of the Company's Common Stock reserved and available for grant and issuance pursuant to awards under the 2024 Plan equals 10 % of
the total number of outstanding shares of the Company's Common Stock immediately following the Business Combination, the full amount
of which may be issued pursuant to incentive stock options. In addition, annually on the first trading day of the calendar year, beginning
with the 2025 calendar year, the share reserve (but not the incentive stock option limit) will automatically increase by 5 % of the total
number of shares of the Company's Common Stock outstanding as of the last day of the immediately preceding calendar year, unless
the administrator of the 2024 Plan acts prior to January 1 of such calendar year to provide that there will be no increase or a lesser
increase in the share reserve for that year. Under the 2024 Plan, non-employee directors, employees and consultants, and any individual
to whom the Company and the affiliates have extended a formal offer of employment, are eligible to receive awards under the 2024 Plan.
There is no limit on the number or class of directors, employees or consultants that are eligible to receive awards.

 For the years ended December
31, 2024 and 2023, the transaction activities of share options were as below:

 Number
 of
 options

 Weighted average exercise price per
 option

 Outstanding at December 31, 2022

 817,500

 $
 1.03

 Forfeited

 ( 227,500
)

 $
 1.00

 Outstanding at December 31, 2023

 590,000

 $
 1.02

 Forfeited

 ( 212,500
)

 $
 1.00

 Outstanding at December 31, 2024

 377,500

 $
 1.02

 The following table summarizes
information with respect to outstanding share options to employees as of December 31, 2024.

 Number of
 options

 Weighted average remaining
 contractual
 term (years)

 Outstanding at December 31, 2024

 377,500

 $
 0.31

31, 2024 and 2023, the Company charged share-based compensation expenses of $ nil and $ 45, respectively, in the accounts of "General
and administrative expenses".

 F- 24

INC.

 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

 11. SHARE-BASED COMP ENSATION

 (cont.)

 Other share-based compensation

 As noted in Note 8,
the Company issued 2,183,887 shares of common stock to Mr. Wellen Sham, to settle its outstanding liabilities due to related parties
aggregating $ 609,958. The fair value of the common stock was $ 0.49 per share. The total fair value of these common stock of $ 1,071,524
exceeded the outstanding liabilities by $ 461,566, which was deemed as share-based compensation to Mr. Wellen Sham. The Company recorded
$ 461,566 as share-based settlement expenses in the account of "General and administrative expenses" in the consolidated statements
of operations.

 In July 2023, the Company
issued 2,835,526 shares of common stock to certain investors in exchange for cash consideration of $ 1,060,000. On the issuance date,
the fair value of the common stock was $ 0.49 per share. The total fair value of the common stock of $ 1,391,250 exceeded the cash consideration
by $ 331,250, which was deemed as share-based compensation expenses to these investors. The Company recorded $ 331,250 as share-based compensation
expenses in the account of "General and administrative expenses" in the consolidated statements of operations.

 In July 2023, the Company
issued 150,727 shares of common stock to Ms. Wanda Tong. The issuance of common stock was to settle the consulting service fees of $ 56,346
due to Ms. Tong. On the issuance date, the fair value of the common stock was $ 0.49 per share. The fair value of the common stock of
$ 73,953 exceeded the Company's liabilities by $ 17,608, which was deemed as a share-based compensation expenses to Ms. Tong. The
Company recorded $ 17,608 as share-based compensation expenses in the account of "General and administrative expenses" in
the consolidated statements of operations.

 In June 2024, the Company
issued 90,000 shares of common stock to three independent directors of FLFV for their past services. The grant date fair value of the
common stock was $ 900,000, calculated at $ 10 per share. The Company recorded share-based compensation expenses in the "general
and administrative expenses" with corresponding accounts to equity.

 Immediately prior to the
closing of FLFV's IPO on June 21, 2022, FLFV's Sponsor agreed to transfer an aggregated amount of 505,000 founder shares
that are shares of FLFV Common Stock initially purchased by the Sponsor ("Founder Shares")to FLFV's officers, directors,
secretary and their designees. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a business
combination). Compensation expense related to the Founders Shares is recognized only when the business combination is consummated under
ASC 718. The sale of the Founders Shares to FLFV's management and directors is within the scope of FASB ASC Topic 718, "Compensation-Stock
Compensation" ("ASC 718"). Under ASC 718, stock-based compensation associated with equity-classified awards is measured
at fair value upon the grant date. On June 21, 2024, the Sponsor transferred 429,350 shares to FLFV's officers, directors, secretary
and their designees. The fair value was $ 107,712 for a total of 429,350 shares or $ 0.25 per share. The Company recognized share-based
compensation expenses of $ 107,712 on June 21, 2024.

 On June 21, 2024, the Company
entered into an advisory agreement with a service provider, pursuant to which the Company would issue 8,570 shares of common stock to
the service provider for its services provided in connection with consummation of the Business Combination. The Company referred the
closing price of $ 2.56 per share on June 21, 2024 as the grant date fair value, and recorded the share-based compensation expenses of
$ 21,939 as reduction against additional paid-in capital. In October 2024, the Company issued 8,570 shares of common stock to the service
provider.

 F- 25

INC.

 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

 12. CONTINGENT CONSIDERATION

 On June 21, 2024, the Company
entered into an escrow agreement (the "Escrow Agreement") with Mr. Wellen Sham, Yuanmei Ma and CST, pursuant to which, among
other things, (1) CST will act as the escrow agent under the Escrow Agreement; (2) at the closing of the Business Combination, the Company
deposited with CST 20,000,000 shares of common stock as Earnout Shares, to be held by CST in a segregated escrow account ("Earnout
Escrow Account"); and (3) if any portion of the Earnout Shares becomes eligible for release in accordance with the terms of the
Escrow Agreement, CST will release the applicable portion of the Earnout Shares from the Earnout Escrow Account in accordance with the
terms of the Escrow Agreement and disburse to each eligible recipient the applicable portion of Earnout Shares therefrom.

 The Earnout Shares shall
be released or otherwise forfeited as follows: (i) an aggregate of 5,000,000 Earnout Shares (the "Tranche 1 Earnout Shares")
will be vested, if and only if, on the occurrence that the amount of sales/revenues of the Company for any of the fiscal years (such
fiscal year is referred to as "Tranche 1 Fiscal Year") ending from December 31, 2023 to December 31, 2025 is no less than
$ 42,200,000 as evidenced by the audited financial statements of the Company prepared in accordance with U.S. GAAP for the Tranche 1 Fiscal
Year that is contained in an annual report on Form 10-K filed by the Company with the SEC (the "Tranche 1 Annual Report");
(ii) an aggregate of 15,000,000 Earnout Shares (the "Tranche 2 Earnout Shares") will be vested, if and only if, on the occurrence
that the amount of sales/revenues of the Company for any of the fiscal years (such fiscal year is referred to as "Tranche 2 Fiscal
Year") ending from December 31, 2023 to December 31, 2026 is no less than $ 415,000,000 as evidenced by the audited financial statements
of the Company prepared in accordance with U.S. GAAP for the Tranche 2 Fiscal Year that is contained in an annual report on Form 10-K
filed by the Company with the SEC (the "Tranche 2 Annual Report"); (iii) Within five (5) business days following the determination
that all or any portion of the Tranche 1 Earnout Shares or Tranche 2 Earnout Shares become vested, the Company, together with Mr. Sham
and Ms. Ma, shall instruct the Escrow Agent to irrevocably and unconditionally release the vested tranche of Earnout Shares from the
Escrow Account in accordance with the terms of the Escrow Agreement to certain of the Company's shareholders. Each tranche of Earnout
Shares may be released only once, but more than one tranche can be released in any year in accordance with the Escrow Agreement.

 The Earnout Shares are determined
as contingent consideration in connection with the reverse recapitalization. In addition, the issuance of Earnout Shares does not meet
any condition to be classified as a liability under ASC 815, thus it should be classified as an equity financial instrument, and measure
at fair value using the quoted market price on grant date, June 11, 2024, which was $ 2.56 per share.

31, 2024, the sales/revenues condition described above was not met. Currently the Company could not reasonably assess the performance
condition for the year ending December 31, 2025. The Company will recognize share-based compensation expenses with corresponding account
charged to additional paid-in capital upon the vesting of Earnout Shares.

 13. CONTINGENCIES

 On December 19, 2024, the Company entered into a Share Exchange Agreement
(the "Agreement") with certain shareholders (the "TW Company Shareholders") of Electric Power Technology Limited,
a Taiwan corporation ("TW Company"). Pursuant to the Agreement, the TW Company Shareholders will exchange 31,626,082 ordinary
shares of TW Company for 37,635,039 newly issued shares of the Company's common stock, par value $ 0.0001 per share (the "Exchange").
Upon completion of the Exchange, the Company will acquire approximately 30.8 % of TW Company's total issued and outstanding shares.
The closing of the Exchange is subject to customary conditions, including receipt of all necessary regulatory approvals and the approval
of the Company's shareholders. The Agreement contains customary representations, warranties and covenants by the parties. The closing
must occur no later than October 31, 2025.

 14. SUBSEQUENT EVENT

 On March 7, 2025,
the Company received a notification letter from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC ("Nasdaq")
stating that the Company has not regained compliance with 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") and 5450(b)(2)(A), which requires the
Company to maintain a minimum Market Value of Listed Securities ("MVLS") of $ 50,000,000 (the "MVLS Rule"). Accordingly,
the Nasdaq Staff has determined that the Company's securities was delisted from the Nasdaq Global Market. Unless the Company requests
an appeal of Nasdaq's determination, trading of the Company's common stock was suspended at the opening of business on March
18, 2025, and a Form 25-NSE was filed with the Securities and Exchange Commission, which removed the Company's securities from
listing and registration on The Nasdaq Stock Market.

 On March 26, 2025, the Company
received approval from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq") to transfer the listing
of the Company's common stock ("Common Stock") from the Nasdaq Global Market to the Nasdaq Capital Market (the "Approval
Letter"). The Company's Common Stock was transferred to the Nasdaq Capital Market at the opening of business on March 28,
2025, and will continue to trade under the symbol "AIEV."

 Following the transfer of
the Company's Common Stock to the Nasdaq Capital Market on March 28, 2025, the Company is now subject to continued listing requirements
of the Nasdaq Capital Market. The MVLS Requirement is no longer applicable to the Company. In the Approval Letter, Nasdaq notified the
Company that the Company is non-compliant with Nasdaq Capital Market Listing Rule 5555(a)(1), which requires the Company to comply with
the same Bid Price Requirement. The Company intends to submit a plan to regain compliance with the continued listing requirements to the
Panel as part of the Hearing process.

 F- 26

 2024-06-28

 2025-03-24

 2024-10-01

 aiev: TPHoldingsMember

 aiev: BusinessCombinationMember

 aiev: PrivateShareholdersMember

 aiev: PublicShareholdersMember

 aiev: UnderwriterMember

 us-gaap: SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember

 aiev: TWCompanyMember

 aiev: TWCompanyMember

 aiev: TWCompanyMember

 us-gaap: CommonClassAMember

 aiev: ForwardPurchaseAgreementMember

 aiev: OwnershipMember
 aiev: ForwardPurchaseAgreementMember

 aiev: OwnershipMember

 aiev: PrepaymentShortfallMember

 2024-06-11
 2024-06-11

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