8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest eventreported): June 26, 2025

Thunder Power Holdings, Inc.

(Exact name of registrant as specified in itscharter)

221 W 9th St #848

Wilmington, Delaware 19801

(Address of principal executive offices,including zip code)

(909) 214-2482

(Registrant’s telephone number, includingarea code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Thunder Power Holdings, Inc.  (the “Company”) was held on June 26, 2025. At the Annual Meeting, 46,369,365 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or approximately 65.56%, of the 70,724,664 issued and outstanding shares, as of June 6, 2025, the record date, entitled to vote at the Annual Meeting were present in person or by proxies.

The final results of the voting on each matter of business at the Annual Meeting are as follows:

Proposal 1 – Election of Directors.

Proposal 2 – Ratification of the selection of Assentsure PAC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Proposal 3 – Grant discretionary authority to the board of the directors (the “Board”) to (i) amend our certificate of incorporation to combine outstanding shares of our common stock, par value 0.0001 per share (the “Common Stock”) into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-one (1-for-1) to a maximum of a one-for-one hundred (1-for-100), with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”).

Proposal 4 – Approve the issuance of Common Stock in an amount that exceeds 20% of the currently outstanding shares of common stock of the Company in connection with a Share Exchange Agreement, as amended, that the Company entered into.

Pursuant to the foregoing votes, (i) Mr. Christopher Nicoll, Dr. Chen ChiWen, Mr. Mingchih Chen, Mr. Ferdinand Kaiser, and Mr. Kevin Vassily were elected to serve as the Company’s board of directors to hold office their successors are duly elected and qualified; (ii) Assentsure PAC was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) Board has the discretion to (a) amend our certificate of incorporation to combine outstanding shares of our common stock, par value 0.0001 per share (the “Common Stock”) into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-one (1-for-1) to a maximum of a one-for-one hundred (1-for-100), with the exact ratio to be determined by our board of directors in its sole discretion, and (b) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders; and (iv) the issuance of Common Stock in an amount that exceeds 20% of the currently outstanding shares of common stock of the Company in connection with a Share Exchange Agreement, as amended, that the Company entered into, were all approved.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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