Thunder Power Holdings, Inc 10-Q for FY2026 Q2
Thunder Power Holdings, Inc. (AIEV)
About this 10-Q
Thunder Power Holdings, Inc filed this 10-Q on October 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $271.49K
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly
period ended
OR
For the transition period from to
Commission File
Number:
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
value $0.0001 per share |
Venture Market |
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.
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
such files).
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 ☐ | |
| 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
As of June 30, 2026, there were 102,597,432
shares of the registrant’s common stock, par value $0.0001 per share, issued including
Thunder Power Holdings, Inc.
TABLE OF CONTENTS
| [PAGE NUMBER] | ||
| PART I - FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 38 |
| Item 4. | Controls and Procedures | 38 |
| PART II - OTHER INFORMATION | 39 | |
| Item 1. | Legal Proceedings | 39 |
| Item 1A. | Risk Factors | 39 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 39 |
| Item 3. | Defaults upon Senior Securities | 39 |
| Item 4. | Mine Safety Disclosures | 39 |
| Item 5. | Other Information | 39 |
| Item 6. | Exhibits | 39 |
| SIGNATURES | 40 | |
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) 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”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. 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; | |
| ● | Our material weakness in internal control over financial reporting; |
| ● | 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 and government regulations; |
| ● | General economic conditions. |
These forward-looking statements may be accompanied by words such as “believe,” “budget,” “estimate,” “anticipate,” “expect,” “intend,” “plan,” “may,” “likely,” “will,” “future,” “potential,” “project,” “predict,” “pursue,” “target,” “seek,” “objective,” “continue,” “would,” “could” or “should,” or, similar expressions that are predictions of or indicate future events or trends that do not relate to historical matters.
The forward-looking statements in this Quarterly Report speak only as of the date of this Quarterly Report, or such other date as specified herein. We disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:
| ● | Competitive conditions in our industry; |
| ● | 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; |
| ● | Our ability to obtain permits, approval and authorizations from governmental and third parties, and the effect of or changes to U.S. government regulations; |
ii
| ● | Changes in availability and cost of capital; |
| ● | The price and availability of debt and equity financing (including changes in interest rates); |
| ● | Our ability to finance, consummate, integrate and realize the benefits expected from our past or future acquisitions, including related synergies; |
| ● | 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; |
| ● | Changes in general economic and geopolitical conditions; |
| ● | Inflationary factors, such as increases in labor costs, material costs and overhead costs; |
| ● | Our ability to successfully implement our business plan; |
| ● | Our ability to complete growth projects on time and on budget; |
| ● | Introduction of new technologies or services by competitors in our industry, including using new technologies subject to patent or other intellection property protections; |
| ● | 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; |
| ● | Loss or corruption of our information or a cyberattack on our computer systems; |
| ● | 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 existing and future laws and government regulations (or the interpretation thereof) on us, and on our current or future suppliers; and |
| ● | The effects of any pending and future litigation. |
Our forward-looking statements speak only as of the date they were made and, except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements because of new information, future events or other factors. All of our forward-looking information involves risks and uncertainties that could cause actual results to differ materially from the results expected. For important information, including identification of factors that could cause actual results to differ materially from those anticipated in these forward-looking statements, please refer to the “Risk Factors” section as described in the annual report on Form 10-K for the fiscal year ended December 31, 2025, as amended, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 7, 2026 and in other filings made by the Company with the SEC from time to time.
iii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
THUNDER POWER HOLDINGS, INC.
UNAUDITED CONDENSED
CONSOLIDATED BALANCE SHEETS
As of June 30, 2026 and December 31, 2025
(Expressed in U.S. dollars, except for the number of shares)
| June 30, 2026 |
December 31, 2025 |
|||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Short-term investments | ||||||||
| Prepaid expenses for forward purchase contract | ||||||||
| Other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-current Assets | ||||||||
| Investment in an equity investee | ||||||||
| Right of use assets | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Amount due to related parties | $ | $ | ||||||
| Other payable and accrued expenses | ||||||||
| Lease liabilities, current | ||||||||
| Underwriter fee payable | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liabilities | ||||||||
| Amount due to related parties, non-current | ||||||||
| Lease liabilities, non-current | ||||||||
| Total Non-current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 14) | ||||||||
| Shareholders’ Equity | ||||||||
| Common stock ($ |
||||||||
| Treasury stock | ( |
) | ||||||
| Additional paid-in capital | ||||||||
| Accumulated loss | ( |
) | ( |
) | ||||
| Accumulated other comprehensive income | ||||||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
1
THUNDER POWER HOLDINGS, INC.
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the three and six months
ended June 30, 2026 and 2025
(Expressed in U.S. dollar, except for the number of shares
and loss per share)
| For three months ended June 30, |
For six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Share of equity loss | ( |
) | ( |
) | ||||||||||||
| Interest (expenses) income, net | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expenses), net | ( |
) | ( |
) | ( |
) | ||||||||||
| Foreign currency exchange income (loss) | ||||||||||||||||
| Total other (expenses) income, net | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Loss before income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax expenses | ||||||||||||||||
| Net loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other comprehensive (loss) income | ||||||||||||||||
| Foreign currency adjustments | ( |
) | ( |
) | ( |
) | ||||||||||
| Comprehensive loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Loss per share – basic and diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average shares – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
2
THUNDER POWER
HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY
For the three and six months ended June 30, 2026 and 2025
(Expressed in U.S. dollar, except for the number of shares)
| Common stock | Additional | Accumulated other | Total | |||||||||||||||||||||||||
| Number of stock |
Amount | Treasury stock |
paid-in capital |
Accumulated loss |
comprehensive income (loss) | shareholders’ equity |
||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||||||
| Foreign exchange adjustments | — | |||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||||||
| Foreign exchange adjustments | — | ( |
) | ( |
) | |||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||||||
| Foreign exchange adjustments | — | |||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Issuance of common stocks for investment in an equity-method investee | ( |
) | ||||||||||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||||||
| Foreign exchange adjustments | — | ( |
) | ( |
) | |||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
THUNDER POWER
HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2026 and 2025
(Expressed in U.S. dollar)
| For six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | ( |
) | $ | ( |
) | ||
| Cash flows from investing activities: | ||||||||
| Purchase of short-term investments | ( |
) | ||||||
| Net cash used in investing activities | ( |
) | ||||||
| Cash flows from financing activities: | ||||||||
| Borrowings from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rates on cash | ||||||||
| Net increase in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Issuance of common stocks for investment in an equity-method investee | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 (“BVI”) with limited liability on
TPAI 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.
TPAI also setup two branches, namely Thunder Power AI Subsidiary, Inc. (Hong Kong) (“TPAI-HK”) and Thunder Power Holdings Ltd (“TPAI-TW”) in Hong Kong and Taiwan, respectively. Both branches are not legal entities, but rather they have tax identity in their respective jurisdictions.
TPAI together with TP NEV, are engaged in design, development and manufacturing of high-performance electric vehicles. As of June 30, 2026 and December 31, 2025, its operations activities were carried out in Taiwan, and its management team is currently split between 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”).
Upon closing of the Business
Combination, the Company acquired all of the issued and outstanding securities of TP Holdings in exchange for (i)
Immediately after giving
effect to the Business Combination, there were (i)
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.
5
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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
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.
Upon closing of the Business
Combination, the Company issued an aggregated
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
Entry into share exchange agreement
On December 19, 2024, the
Company entered into a Share Exchange Agreement with certain shareholders (the “TW Company Shareholders”) of Electric Power
Technology Limited, a Taiwan corporation (“EPT”). On January 27, 2025, the Company and the TW Company Shareholders agreed
to execute an amendment to the Share Exchange Agreement, amending, among other things, the share exchange ratio as
On April 9, 2026, the Company
issued an aggregate of
6
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BUSINESS DESCRIPTION (cont.)
Re-Domiciliation from Delaware to Nevada
On May 8, 2026, our board of directors approved the re-domiciliation of the Company from the State of Delaware to the State of Nevada pursuant to Section 266 of the Delaware General Corporation Law and Sections 92A.195 and 92A.205 of the Nevada Revised Statutes, together with the related Plan of Conversion and new Nevada articles of incorporation and bylaws.
Pursuant to the re-domiciliation, each issued and outstanding share of the Company’s common stock converts on a one-for-one basis into common stock of the Nevada corporation; outstanding warrants, options, equity awards and equity incentive plans are assumed and adjusted on a one-for-one basis; and the directors and executive officers of the Company remain unchanged.
On June 22, 2026, the Company filed a certificate of conversion with the Secretary of State of the State of Delaware. On June 23, 2026, the Company filed the articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada became effective on June 23, 2026. On June 23, 2026, the Company’s state of incorporation changed from the State of Delaware to the State of Nevada; and the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing amended and restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Nevada and the articles of incorporation filed with the Secretary of State of the State of Nevada (the “Nevada Charter”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”).
The Re-domiciliation did not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Re-domiciliation). The Re-domiciliation did not materially affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Re-domiciliation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The condensed consolidated financial information as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 has been prepared pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The interim financial information should be read in conjunction with the consolidated financial statements and the notes thereto for the fiscal years ended December 31, 2025 and 2024, included in the Company’s Annual Report on Form 10-K filed on April 7, 2026.
In the opinion of the management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.
7
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Basis of consolidation
The unaudited condensed 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 Company’s consolidated financial statements have been prepared in accordance with GAAP. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable for making judgments that are not readily apparent from other sources.
The most significant estimates affecting these condensed consolidated financial statements relate to the allowance for credit losses on other receivables, the allowance for prepaid expenses under the Forward Purchase Contract, the classification of prepaid expenses under the Forward Purchase Contract, the impairment of the equity-method investment, and accrued legal expenses included in “other payables and accrued expenses” (Note 7).
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 June 30, 2026 and December 31, 2025, the Company’s financial instruments primarily comprised cash, short-term investments, other current assets, amounts due to related parties, other payables, lease liabilities, and underwriter fee payable. The carrying amounts of cash, other current assets, amounts due to related parties, other payables, and underwriter fee payable approximate fair value due to the short-term maturities of these instruments.
Short-term investments are measured at fair value based on quoted market prices in active markets (Level 1 inputs) and therefore their carrying amounts equal fair value.
The carrying amount of lease liabilities approximates fair value as the related borrowing rates used to measure the liabilities approximate current market borrowing rates available to the Company.
8
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
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$”).
In general, for consolidation purposes, assets and liabilities of the Company and its subsidiaries whose functional currency is not US$, are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of the Company and its subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of shareholders’ equity.
Translation of amounts from TWD and HKD into US$ has been made at the following exchange rates for the respective periods:
| June 30, 2026 |
December 31, 2025 |
|||||||
| TWD exchange rate for balance sheet items, except for equity accounts | ||||||||
| HKD exchange rate for balance sheet items, except for equity accounts | ||||||||
| For six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| TWD exchange rate for items in the statements of operations and comprehensive loss, and statements of cash flows | ||||||||
| HKD exchange rate for items in the statements of operations and comprehensive loss, and statements of cash flows | ||||||||
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 $
Pursuant to the terms of
the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to
9
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Prepaid expenses for forward purchase contract (cont.)
The Forward Purchase Agreement
provides for a prepayment shortfall in an amount in U.S. dollars equal to
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
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 Shares subject to
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 $
The reset price (the “Reset
Price”) will initially be $
10
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Prepaid expenses for forward purchase contract (cont.)
On June 15, 2024, the Sellers
issued a pricing date notice to the Company stating that the Sellers held
The sellers made a prepayment
shortfall of $
Management assessed the recoverability of the prepaid balance and concluded that impairment was recorded as of June 30, 2026 and December 31, 2025. The realization of this balance is dependent on future share transactions under the Forward Purchase Agreement and is subject to significant uncertainty, including market conditions and the Company’s listing status. Accordingly, the prepaid balance is not expected to generate near-term cash inflows.
Investment in an equity investee
In accordance with ASC 323, Investments - Equity Method and Joint Ventures, the Company accounts for the investment in privately held companies using equity method, because the Company has significant influence but does not own a majority equity interest or otherwise control over the equity investees.
Under the equity method, the Company initially records its investment at cost and prospectively recognizes its proportionate share of each equity investee’s net income or loss into its consolidated statements of operations. When the Company’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity investee.
11
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Company evaluates its equity method investment for impairment when events or changes in circumstances indicate that a loss in value may have occurred and assesses whether any such loss in value is other than temporary. The primary factors the Company considers in its determination include the financial condition, operating performance and the prospects of the equity investee; other company specific information such as recent financing rounds; the geographic region, market and industry in which the equity investee operates; and the length of time that the fair value of the investment is below its carrying value. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value.
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
The Company may be subject to income taxes in the U.S. and foreign jurisdictions, when applicable. The Company was incorporated in the State of Delaware and, effective June 23, 2026, reincorporated in the State of Nevada. For the period prior to the reincorporation, the Company was required to pay either income tax or franchise tax, whichever was 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 had 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 June 30, 2026 and December 31, 2025, there were temporary differences and no deferred tax asset or liability recognized. The Company does not believe that there were any uncertain tax positions as of June 30, 2026 and December 31, 2025.
12
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Segment reporting
The Company uses the management approach to determine operating segment. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocation of resources and assessing performance.
The Company operates and manages its business as a operating and reportable segment. The Company’s CODM has been identified as the Chief Executive Officer who reviews the consolidated net loss when making decisions about allocating resources and assessing performances of the Company. Significant segment expenses are the same as these presented under the operating costs and expenses in the unaudited condensed consolidated statements of operations, and the difference between net revenue less the significant segment expenses and consolidated net loss are the other segment items. The CODM reviews and utilizes these financial metrics together with non-financial metrics to make operation decisions, such as the allocation of budget between operating costs and expense.
For the three and six months ended June 30, 2026 and 2025, the Company has not generated revenues from operating activities.
Reclassification
The Company reclassified interest expenses from the account of “general and administrative expenses” to the account of “interest (expenses) income, net” in the unaudited condensed consolidated statements of operations and comprehensive loss of the three and six months ended June 30, 2025. The reclassification has no impact on the net loss for the three and six months ended June 30, 2025.
Recently adopted accounting standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280. The Company adopted ASU 2023-07 for the annual period ended December 31, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this standard did not have a material impact on our results of operations, cash flows or financial condition.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concept Statements” (“ASU 2024-02”). ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. The Company adopted ASU 2024-02 for the annual period ended December 31, 2025. The adoption of this standard did not have a material impact to our results of operations, cash flows or financial condition.
13
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recently issued accounting standards
On December 17, 2025, the FASB issued ASU 2025-12, which is to correct, clarify, and otherwise improve U.S. GAAP. ASU 2025-12 includes 33 improvements that span a wide range of topics, including Clarifying diluted earnings per share (EPS) calculation when a loss from continuing operations exists, Clarifying disclosure requirements for lease receivables from sales-type or direct financing leases, Revising the calculation of the reference amount for beneficial interests to prevent double counting credit losses, Clarifying the permissible methods to account for treasury stock retirements, and Clarifying the guidance for transfers of receivables from contracts with customers. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this Update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt certain amendments and adopt the remaining amendments at the effective date. An entity should apply the amendments in this Update (except for the amendments to Topic 260, Earnings Per Share, related to Issue 4) using one of the following transition methods: (i) Prospectively to all transactions recognized on or after the date that the entity first applies the amendments, or (ii) Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
On December 8, 2025, the FASB issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” For public business entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For all other entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted for all entities. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
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. In January 2025, the FASB issued ASU 2025-01, “Income Statement – Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarifies 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 accounting standard update. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
14
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recently issued accounting standards (cont.)
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. As an Emerging Growth Company, the Company is currently evaluating the potential impact of adopting this guidance on financial statements requirements and does not expect the adoption to have a material impact.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its unaudited condensed consolidated financial position, statements of operations and cash flows.
Significant risks and uncertainties
Credit risk
Assets that potentially
subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents. The Company’s maximum
exposure to credit risk for these assets is their carrying amount as of the balance sheet dates. As of June 30, 2026, the Company held
cash of $
Bank accounts in Taiwan
are insured by the applicable government authority up to TW$
3. GOING CONCERN
As of June 30, 2026, the
Company had cash of approximately $
The Company faces several significant uncertainties that impact its liquidity position and ability to continue operations, including:
| ● | Operating losses and liquidity constraints – The Company has not generated sufficient revenues to support its operations and has limited cash resources available to meet its obligations as they become due. |
| ● | Prepaid Forward Contract – The Company has recorded a prepaid balance related to a forward purchase agreement as a current asset. The realization of this balance is dependent upon the successful execution of the forward purchase arrangement and remains subject to significant uncertainty, including market conditions, counterparty performance, and the Company’s listing status. The arrangement is not expected to generate near-term cash inflows and may not be readily convertible to cash. Accordingly, this balance does not provide immediate liquidity to support the Company’s operations. The Company continues to classify the prepaid balance as a current asset based on management’s expectation that the balance will be realized within twelve months from June 30, 2026; however, the timing of realization remains subject to the uncertainties described above. |
15
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. GOING CONCERN (cont.)
| ● | Nasdaq delisting – Trading of the Company’s common stock on the Nasdaq Stock Market was suspended on April 21, 2025, and the Company’s securities were subsequently delisted on July 31, 2025. The Company’s securities are currently quoted in the over-the-counter market. The delisting significantly limits the Company’s ability to access public capital markets and creates uncertainty regarding its ability to obtain future financing. |
| ● |
Dependence on principal shareholder support –
The Company has historically relied on financial support from its principal shareholder and related parties to fund operations. During
the six months ended June 30, 2026, the Company received additional related-party financing of approximately $ |
Management has undertaken
certain actions intended to improve liquidity and support ongoing operations, including seeking additional financing through equity or
debt arrangements, obtaining continued support from related parties, implementing cost reduction initiatives, and pursuing strategic transactions
and business opportunities. On May 29, 2026, the Company and Mr. Wellen Sham executed allonges extending the maturity dates of certain
promissory notes payable to Mr. Sham. As of June 30, 2026, six of these notes, with aggregate principal amounts of $
As of June 30, 2026, the
Company had not obtained control over EPT. The Company is entitled to nominate two of EPT’s seven directors. Through its board representation
and
Boral Capital LLC commenced
an action against the Company in the Supreme Court of the State of New York seeking the Company’s payable of $
16
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. GOING CONCERN (cont.)
Management evaluated these conditions and events, together with its plans, in accordance with ASC 205-40, Presentation of Financial Statements — Going Concern. While management believes its plans may provide additional liquidity and support operations, management concluded that such plans do not alleviate the substantial doubt regarding the Company’s ability to continue as a going concern within one year after the issuance date of these unaudited condensed consolidated interim financial statements. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing, maintain financial support from its principal shareholder and related parties, successfully execute its strategic initiatives involving EPT and other business opportunities, and ultimately generate sufficient cash flows from operations. There can be no assurance that additional financing or continued related-party funding will be available when required or on acceptable terms, that the remaining EPT arrangements will be completed or result in the Company obtaining control over EPT, or that the Company’s strategic initiatives will generate sufficient liquidity.
Accordingly, the Company may not be able to realize its assets and discharge its liabilities in the ordinary course of business and may not be able to continue as a going concern within one year after the issuance date of these unaudited condensed consolidated interim financial statements.
The accompanying unaudited condensed consolidated interim financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may result from the outcome of these uncertainties.
4. OTHER CURRENT ASSETS
Other current assets consisted of the following:
| June 30, 2026 |
December 31, 2025 |
|||||||
| Payments made on behalf of a third party(a) | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Less: Allowance for credit losses | ( |
) | ( |
) | ||||
| $ | $ | |||||||
| (a) |
|
5. OPERATING LEASE
As of June 30, 2026, TP Holdings had one 24-month office spaces lease agreement in Hong Kong with Thunder Power (Hong Kong) Limited (“TP HK”), a related party of the Company (Note 11). The lease agreement is non-cancellable, expiring in March 2027. 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.
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 unaudited condensed consolidated statements of operations and comprehensive loss.
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 operations and comprehensive loss on a straight-line basis over the lease term and record variable lease payments as incurred.
17
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. OPERATING LEASE (cont.)
The table below presents the operating lease related assets and liabilities recorded on the consolidated balance sheets.
| June 30, 2026 |
December 31, 2025 |
|||||||
| Right of use assets | $ | $ | ||||||
| Operating lease liabilities, current | ||||||||
| Operating lease liabilities, noncurrent | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
Other information about the Company’s leases is as follows:
| For six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | % | % | ||||||
| Amortization of right of use assets | ||||||||
For the three months ended
June 30, 2026 and 2025, operating lease expenses were $
The following is schedule, by years, of maturities of lease liabilities as of June 30, 2026:
| June 30, 2026 |
||||
| For the six months ending December 31, 2026 | $ | |||
| For the year ending December 31, 2027 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( |
) | ||
| Present value of lease liabilities | $ | |||
18
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. INVESTMENT IN AN EQUITY INVESTEE
As of June 30, 2026 and December 31, 2025, the investment in an equity investee consisted of the following:
| June 30, 2026 |
December 31, 2025 |
|||||||
| Investment in EPT | $ | $ | ||||||
| Less: reciprocal interest in the Company | ( |
) | ||||||
| Less: share of equity loss in EPT | ( |
) | ||||||
| $ | $ | |||||||
On April 9, 2026, the Company
issued an aggregate of
The Company initially recorded
the investment in EPT in the amount of $
The Company is entitled
to nominate two of EPT’s seven directors. Through its board representation and
For the period from April 9, 2026 through June 30, 2026, the summarized financial information of EPT was as the following:
|
For the April 9, through June 30, |
||||
| Revenues | $ | |||
| Total operating expenses | $ | |||
| Loss from operations | $ | ( |
) | |
| Net loss | $ | ( |
) | |
19
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. OTHER PAYABLE AND ACCRUED EXPENSES
Other payable and accrued expenses consisted of the following:
| June 30, 2026 |
December 31, 2025 |
|||||||
| Accrued professional expenses incurred for Business Combination (a) | $ | $ | ||||||
| Accrued excise tax on repurchases of common stocks (b) | ||||||||
| Accrued legal expenses (Note 14) | ||||||||
| Others | ||||||||
| $ | $ | |||||||
| (a) |
|
| (b) |
|
8. EQUITY
Common Stock
The Company has
On April 9, 2026, the Company
issued an aggregate of
As of June 30, 2026 and
December 31, 2025, the Company had
Preferred Stock
The Company has
20
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. EQUITY (cont.)
Warrants
Warrants issued in connection with FLFV’s initial public offering (“IPO”)
In connection with FLFV’s
IPO on June 21, 2022, FLFV issued
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 $
| ● | in whole and not in part; |
| ● | upon not less than |
| ● | if, and only if, the reported last sale price of the common stock equals or
exceeds $ |
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 $
Other Warrants
Upon closing of the Business
Combination on June 21, 2024, the Sponsor had provided a total of $
As of June 30, 2026 and
December 31, 2025, the Company issued outstanding warrants to purchase
21
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. INCOME TAXES
United States
The Company was incorporated
in the State of Delaware and, effective
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.
For the three and six months ended June 30, 2026 and 2025, the Company did incur income tax expenses.
Deferred tax assets and deferred tax liabilities as of June 30, 2026 and December 31, 2025 consist of the following:
| June 30, 2026 |
December 31, 2025 |
|||||||
| Net operating losses carryforwards | $ | $ | ||||||
| Less: valuation allowance | ( |
) | ( |
) | ||||
| Total deferred tax assets | $ | $ | ||||||
As of June 30, 2026 and
December 31, 2025, the Company had net operating loss carrying forwards of $
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2026 and December 31, 2025, the Company did 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 three and six months ended June 30, 2026 and 2025, the Company did incur any interest and penalties related to potential underpaid income tax expenses.
22
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. LOSS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025:
| For three months ended June 30, |
For six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Loss per share – basic and diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average shares – basic and diluted | ||||||||||||||||
As a result of net loss, the weighted-average number of potentially anti-dilutive shares were excluded from calculation of dilutive earnings per share, which consisted of the following:
| For three months ended June 30, |
For six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Public Warrants | ||||||||||||||||
| Private Warrants | ||||||||||||||||
| Other Warrants | ||||||||||||||||
| Share options | ||||||||||||||||
| Earnout shares | ||||||||||||||||
11. RELATED PARTY TRANSACTIONS AND BALANCES
| a. |
| Relationship with the Company | ||
| Thunder Power (Hong Kong) Limited (“TP HK”) | ||
| Thunder Power Electric Vehicle (Hong Kong) Limited (“TPEV HK”) | ||
| Mr. Wellen Sham | ||
| Ms. Ling Houng Sham | ||
| Siang Fang International Co., Ltd. (“Siang Fang”) | ||
| Feutune Light Sponsor LLC (“FLFV Sponsor”) | ||
| EPT |
| b. | Related party transactions: |
On April 9, 2026, the Company
issued an aggregate of
For the three months ended
June 30, 2026 and 2025, TP HK charged operating lease expenses of $
For the three months
ended June 30, 2026, the Company borrowed $
For the three months ended
June 30, 2025, the Company borrowed $
23
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. RELATED PARTY TRANSACTIONS AND BALANCES (cont.)
| b. | Related party transactions: (cont.) |
For the six months ended
June 30, 2025, the Company borrowed $
| c. | Balance with related parties: |
| - |
| Nature | June 30, 2026 |
December 31, 2025 |
||||||||
| TP HK(1) | Amount due to the related party | $ | $ | |||||||
| Mr. Wellen Sham(2) | Amount due to the related party | |||||||||
| Ms. Ling Houng Sham (2) | Amount due to the related party | |||||||||
| FLFV Sponsor(3) | Amount due to the related party | |||||||||
| $ | $ | |||||||||
| - | Amount due to related parties, noncurrent |
| Nature | June 30, 2026 |
December 31, 2025 |
||||||||
| Mr. Wellen Sham(2) | Amount due to the related party | $ | $ | |||||||
| $ | $ | |||||||||
| (1) |
|
|
(2)
|
The balance due to Mr. Wellen Sham, including
current and noncurrent, represented the promissory notes of $
On May 29, 2026, the Company granted Mr. and
Ms. Sham a first-priority security interest over substantially all of its assets – including the prepayment of approximately $
The balance due to Ms. Ling Houng Sham represented
promissory notes of $ |
| (3) |
|
24
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
12. SHARE-BASED COMPENSATION
Share options
In October 2014, TP Holdings adopted the Thunder Power Holdings Limited Share Option Plan (the “2014 Plan”). As of June 30, 2026 and December 31, 2025, the 2014 Plan remained in effect solely with respect to options and awards outstanding thereunder. On June 17, 2024, the stockholders of the Company approved the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), which became effective upon the closing of the Business Combination. All outstanding options to purchase shares of TP Holdings granted under the 2014 Plan were rolled over into the 2024 Plan and became options to purchase shares of the Company’s common stock. Options originally granted under the 2014 Plan remain subject to the terms and conditions of the agreements evidencing those options and the 2024 Plan, including the terms of the 2014 Plan attached as an exhibit thereto.
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
In January 2026, all outstanding options expired. For the three and six months ended June 30, 2026 and 2025, the Company did recognize any share-based compensation expense.
For the three and six months ended June 30, 2026 and 2025, the transaction activities of share options were as below:
| Number
of options |
Weighted average exercise price per option | |||||||
| Outstanding as of December 31, 2024 | $ | |||||||
| Expired | ( |
) | $ | |||||
| Outstanding as of March 31, 2025 | $ | |||||||
| Expired | $ | |||||||
| Outstanding at June 30, 2025 | $ | |||||||
| Outstanding as of December 31, 2025 | $ | |||||||
| Expired | ( |
) | $ | |||||
| Outstanding as of March 31, 2026 and June 30, 2026 | $ | |||||||
25
THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13. 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
The Earnout Shares shall
be released or otherwise forfeited as follows: (i) an aggregate of
The Earnout Shares were
issued in connection with the Business Combination and are classified as equity instruments. The Earnout Shares were measured at their
grant-date fair value on June 21, 2024 and recorded within additional paid-in capital. Because the Earnout Shares are classified as equity
instruments, they are not subsequently remeasured. For the years ended December 31, 2025 and 2024, the revenue performance conditions
required for vesting were not achieved. Accordingly, Tranche 1 Earnout Shares were forfeited and no Earnout Shares were released from
escrow as of June 30, 2026. As of June 30, 2026, the
The Earnout Shares are classified as equity instruments. Because the Earnout Shares are subject to vesting conditions, the Company evaluated the appropriate grant-date measurement basis in accordance with applicable U.S. GAAP and recorded the Earnout Shares within equity. The Earnout Shares are not subsequently remeasured.
The Earnout Shares are subject to specified revenue targets through December 31, 2026 and are excluded from outstanding shares until applicable conditions are satisfied.
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THUNDER POWER
HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14. COMMITMENT AND CONTINGENCIES
The Company’s principal shareholder was involved in 11 legal proceedings that proceeded to an initial trial. Six proceedings resulted in acquittals, and five proceedings were pending a second trial. The outcomes of the five pending proceedings cannot currently be reasonably estimated.
On May 29, 2026, the Company
granted Mr. and Ms. Sham a first-priority security interest over substantially all of its assets, including the prepayment of approximately
$
Brown Neri, Smith & Khan LLP (“BNSK”) was engaged to represent the Company as a defendant in a lawsuit filed by Sam Yu (“Yu”) on or about June 11, 2025 (the “Lawsuit”). The Lawsuit relates to allegations against the Company and other individual defendants concerning a special purpose acquisition company, various securities purchase agreements, and related claims of fraud, breach of contract and negligence. Rather than oppose the Company’s initial demurrer and motion to strike, Yu filed a First Amended Complaint. The Company subsequently filed another demurrer and motion to strike, which were originally set for hearing in August 2026. Before the hearing date, the court sustained both the demurrer and the motion to strike in full, with leave to amend, without a hearing. On August 2, 2026, Yu filed a Second Amended Complaint, and the Company again filed a demurrer and motion to strike. The hearing on those motions is set for February 26, 2027. As of the reporting date, there were no active settlement discussions among the parties. It is too early to determine the amount of any potential damages or assess the likelihood of an outcome. BNSK intends to vigorously defend the matter while continuing to assess the possibility and advisability of an informal resolution.
D. Boral Capital LLC commenced
an action against the Company in the Supreme Court of the State of New York seeking the Company’s payable of $
From time to time, the Company may be subject to legal proceedings, claims and disputes arising in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these matters, in the aggregate, will have a material adverse effect on its financial position, results of operations or liquidity.
15. SUBSEQUENT EVENT
The Company evaluated all subsequent events and transactions occurring after the balance sheet date through the date these unaudited condensed consolidated financial statements were issued. Other than the developments in the lawsuit filed by Yu described in Note 14, there were no material subsequent events requiring recognition or disclosure in the unaudited condensed consolidated financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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”)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 require 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.
Recent Developments
On December 19, 2024, the Company entered into a Share Exchange Agreement (the “Agreement”) with certain shareholders (the “EPT Shareholders”) of Electric Power Technology Limited, a Taiwan corporation (“EPT”). On January 27, 2025, the Company and the EPT Shareholders have executed an amendment to the Agreement and certain subsequent amendments (the “Amendments”, and together with the Agreement, the “Amended Agreements”). Pursuant to the terms of the Amended Agreements, a portion of the EPT Shareholders are expected to exchange a total of 26,783,838 ordinary shares in EPT for an aggregate of 31,872,768 shares of newly issued Common Stock of the Company in weeks. As of June 30, 2026, an aggregate of 1,715,000 shares of EPT are yet to be transferred to the Company for 2,040,850 shares of the Company. The Company expected to close the transfer in a few months. On June 26, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the shareholders voted to approve, among others, the Transaction.
On April 9, 2026, the Company issued an aggregate of 31,872,768 shares of its common stock, par value $0.0001 per share (the “Shares”), to six eligible shareholders of EPT, in exchange for an aggregate of 26,783,838 ordinary shares of EPT, representing 31.68% equity interest in EPT. The Company assigned board members to EPT and exercised significant influence over EPT, therefore the Company used equity method to measure the investment in EPT. As of June 30, 2026, the Company used equity method to account for the investment. The Company assessed indicators reflecting an other-than-temporary decline in fair value below the carrying value and did not provide impairment against the investment in EPT.
Under the terms of the exchange, the Company is entitled to nominate two of EPT’s seven directors. The Company does not hold a majority of EPT’s voting shares or board seats and does not have the power to direct EPT’s operating and financial policies; however, through its board representation and 31.68% shareholding it has the ability to exercise significant influence over EPT. Accordingly, the Company accounts for the investment using the equity method and does not consolidate EPT. As of June 30, 2026, the carrying amount of the investment was approximately $5.7 million, which exceeded the Company’s share of EPT’s net assets of approximately $2.1 million. Management evaluated whether this excess indicated an other-than-temporary decline in the fair value of the investment, considering the short period between the April 9, 2026 acquisition date and the reporting date, the absence of significant adverse changes in EPT’s business, management and operating environment since acquisition, and the fair value of EPT implied by the terms of the exchange. On that basis, management concluded that the decline was not other than temporary and no impairment was recorded. The Company continues to pursue the remaining share exchange arrangements involving EPT and is evaluating potential changes to EPT’s governance arrangements that may result in the Company obtaining control over EPT in a future reporting period. Under the terms of the exchange, the Company is entitled to nominate two of EPT’s seven directors. The Company does not hold a majority of EPT’s voting shares or board seats and does not have the power to direct EPT’s operating and financial policies; however, through its board representation and 31.68% shareholding it has the ability to exercise significant influence over EPT. Accordingly, the Company accounts for the investment using the equity method and does not consolidate EPT. As of June 30, 2026, the carrying amount of the investment was approximately $5.7 million, which exceeded the Company’s share of EPT’s net assets of approximately $2.1 million. Management evaluated whether this excess indicated an other-than-temporary decline in the fair value of the investment, considering the short period between the April 9, 2026 acquisition date and the reporting date, the absence of significant adverse changes in EPT’s business, management and operating environment since acquisition, and the fair value of the investment, considering the short period between the April 9, 2026 acquisition date and the reporting date, the absence of significant adverse changes in EPT’s business, management and operating environment since acquisition, and the fair value of EPT implied by the terms of the exchange. On that basis, management concluded that the decline was not other than temporary and no impairment was recorded. Management will continue to monitor the investment for indicators of impairment.
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The Company assesses the equity method investment in EPT for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and the Company recognizes an impairment loss when a decline in fair value below the carrying amount is determined to be other than temporary. As of June 30, 2026, the carrying amount of the investment of approximately $5.7 million exceeded the Company’s share of EPT’s net assets of approximately $2.1 million. In assessing whether this indicated an other-than-temporary decline, the Company considered the proximity of the April 2026 acquisition date to the reporting date, the absence of significant adverse changes in EPT’s business, management and macroeconomic environment since acquisition, and the fair value of EPT implied by the terms of the share exchange. Estimating the fair value of EPT requires significant judgment, including assumptions about EPT’s future operating results and the value of the Company’s shares held by EPT. The Company concluded that no impairment was required as of June 30, 2026; a different conclusion could result in a material impairment charge in a future period.
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 annual report on Form 10-K filed with the SEC on April 7, 2026.
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 vehicles, and we have no experience manufacturing or selling a commercial product on a 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.
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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 report including our unaudited condensed consolidated financial statements and notes to our financial statements.
Revenues and Cost of revenues
We have not generated revenue from the sale of EVs. No cost of revenues incurred during the period.
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 related to professional and consulting expenses associated with uplisting to NASDAQ and acquisition of other income-generating companies.
Taxation
The Company was incorporated in the State of Delaware and, effective June 23, 2026, reincorporated in the State of Nevada. For the period prior to the reincorporation, the Company was required to pay either income tax or franchise tax, whichever was 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 had operation in the State of 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. In connection with share redemptions that occurred in June 2024, the Company initially recorded an excise tax liability of $913,742 under IRA. During the year ended December 31, 2025, the Company reassessed the estimated excise tax obligation based on additional share issuances during the period, which reduced the Company’s net excise tax obligation under the IRA. Accordingly, the Company reduced the excise tax liability from $913,742 to $502,251. No additional adjustments were recorded during the three and six months ended June 30, 2026.
Our operating subsidiary, TP NEV, is incorporated in the BVI and is not subject to tax on income or capital gains.
TPAI-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.
TPAI-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 TWD120,000 of assessable profits is exempt from tax and assessable profits above TWD120,000 (approximately $3,800) will be subject to the rate of 20% for resident companies in Taiwan.
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For the three months ended June 30, 2026 and 2025
The following table sets forth a summary of our results of operations for the three months ended June 30, 2026 and 2025. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
| For three months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | — | $ | — | ||||
| Operating expenses | ||||||||
| General and administrative expenses | (280,920 | ) | (454,805 | ) | ||||
| Total operating expenses | (280,920 | ) | (454,805 | ) | ||||
| Other income (expenses) | ||||||||
| Share of equity loss | (81,004 | ) | — | |||||
| Interest expenses, net | (69,894 | ) | (48,248 | ) | ||||
| Other income (expenses), net | 125 | (450 | ) | |||||
| Foreign currency exchange income (loss) | 269 | — | ||||||
| Total other (expenses) income, net | (150,504 | ) | (48,698 | ) | ||||
| Loss before income taxes | (431,424 | ) | (503,503 | ) | ||||
| Income tax expenses | — | — | ||||||
| Net loss | $ | (431,424 | ) | $ | (503,503 | ) | ||
General and administrative expenses. For the three months ended June 30, 2026 and 2025, our general and administrative expenses were approximately $0.3 million and $0.5 million, respectively. The decrease in general and administrative expenses was primarily due to a decrease of approximately $0.1 million in professional and consulting expenses and a decrease of $0.1 million in insurance expenses. As the Company has not commenced to generate revenue, management has implemented cost-control measures to reduce operating expenses.
Share of equity loss. In April 2026, we acquired 31.68% equity interest in EPT over which we exercised significant influence and used equity method to account for the investment. For the three months ended June 30, 2026, EPT reported net loss of approximately $0.3 million and we recorded share of equity loss of approximately $0.1 million.
Net loss. As a result of the foregoing, we incurred a net loss of approximately $0.4 million and $0.5 million for the three months ended June 30, 2026 and 2025, respectively.
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For the six months ended June 30, 2026 and 2025
The following table sets forth a summary of our results of operations for the six months ended June 30, 2026 and 2025. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
| For six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | — | $ | — | ||||
| Operating expenses | ||||||||
| General and administrative expenses | (711,680 | ) | (1,172,821 | ) | ||||
| Total operating expenses | (711,680 | ) | (1,172,821 | ) | ||||
| Other income (expenses) | ||||||||
| Share of equity loss | (81,004 | ) | — | |||||
| Interest (expenses) income, net | (132,228 | ) | (84,888 | |||||
| Other income (expenses), net | (297 | ) | (702 | ) | ||||
| Foreign currency exchange income (loss) | 134 | 5 | ||||||
| Total other (expenses) income, net | (213,395 | ) | (85,585 | ) | ||||
| Loss before income taxes | (925,075 | ) | (1,258,406 | ) | ||||
| Income tax expenses | — | — | ||||||
| Net loss | $ | (925,075 | ) | (1,258,406 | ) | |||
General and administrative expenses. For the six months ended June 30, 2026 and 2025, our general and administrative expenses were approximately $0.7 million and $1.2 million, respectively. The decrease in general and administrative expenses was primarily due to a decrease of approximately $0.4 million in professional and consulting expenses and a decrease of $0.1 million in insurance expenses. As the Company has not commenced to generate revenue, management has implemented cost-control measures to reduce operating expenses.
Share of equity loss. In April 2026, we acquired 31.68% equity interest in EPT over which we exercised significant influence and used equity method to account for the investment. For the six months ended June 30, 2026, EPT reported net loss of approximately $0.3 million and we recorded share of equity loss of approximately $0.1 million.
Net loss. As a result of the foregoing, we incurred a net loss of approximately $0.9 million and $1.3 million for the six months ended June 30, 2026 and 2025, respectively.
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Liquidity and Capital Resources
To date, we have financed our operating activities primarily through cash raised in loans from related parties (see “Note 11 – Related Party Transactions and Balances”), and equity financing including private placements.
As of June 30, 2026, the Company had cash of $11,649 and has incurred recurring losses from operations since inception. The Company reported a net loss of approximately $0.9 million for the six months ended June 30, 2026 and has an accumulated deficit of approximately $40.0 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company faces several significant uncertainties, including:
| ● | Operating losses and liquidity constraints – The Company has not generated sufficient revenues to support its operations and has limited cash resources available to meet its obligations as they become due. |
| ● | Prepaid Forward Contract – The Company has recorded a prepaid balance related to a forward purchase agreement as a current asset. The realization of this balance is dependent on the counterparty’s sales of the Company’s shares and is subject to significant uncertainty, including market conditions and the Company’s listing status. The arrangement is not expected to generate near-term cash inflows and may not be readily realizable in cash. Accordingly, this balance does not provide immediate liquidity to support the Company’s operations. The Company continues to classify the prepaid balance as a current asset based on management’s expectation that the balance will be realized within twelve months from June 30, 2026; however, the timing of realization remains subject to the uncertainties described above. |
| ● | Nasdaq delisting – Trading of the Company’s common stock on the Nasdaq Stock Market was suspended on April 21, 2025, and the Company’s securities were subsequently delisted on July 31, 2025. The Company’s securities are currently quoted in the over-the-counter market. The delisting significantly limits the Company’s ability to access public capital markets and creates uncertainty regarding its ability to obtain future financing. |
| ● | Dependence on principal shareholder – The Company has historically relied on financial support from its principal shareholder and related parties to fund operations. During the six months ended June 30, 2026, the Company received additional related-party financing of approximately $0.5 million through promissory notes from the principal shareholder. Although management obtained a written financial support letter from the principal shareholder indicating a present intention to continue providing financial support to the Company for at least twelve months following the issuance date of these unaudited condensed consolidated interim financial statements, such support remains subject to the shareholder’s financial ability to provide funding. In addition, ongoing legal proceedings involving the principal shareholder create uncertainty regarding the availability of future financial support. Security and stock pledge arrangements – On May 29, 2026, the Company and its subsidiary entered into a Security Agreement and Stock Pledge Agreement with related-party lenders Mr. Wellen Sham and Ms. Ling Houng Sham. Under these agreements, the Company granted a first-priority security interest over substantially all of its assets, including the prepayment of approximately $13.1 million under the Forward Purchase Agreement, and its subsidiary pledged 100% of the issued share capital of TP NEV. The arrangements secure the Company’s outstanding related-party obligations. In the event of an uncured default, the secured parties may exercise remedies against the collateral. Accordingly, these arrangements expose the Company to additional liquidity risk in the event of default. The security and pledge arrangements are supported by the related-party analysis, which documents that the security package covers substantially all property of the Company and that 100% of TP NEV was pledged as collateral for the related-party obligations. The Company has historically relied on financial support from its principal shareholder. Due to ongoing legal proceedings involving the shareholder, there is significant uncertainty regarding the shareholder’s ability and willingness to continue providing financial support. |
Management has undertaken certain actions intended to improve liquidity and support ongoing operations, including seeking additional financing through equity or debt arrangements, obtaining continued support from related parties, implementing cost reduction initiatives, and pursuing strategic transactions and business opportunities. On May 29, 2026, the Company and Mr. Wellen Sham executed allonges extending the maturity dates of certain promissory notes payable to Mr. Sham. As of June 30, 2026, six of these notes, with aggregate principal amounts of $0.6 million, had amended maturity dates ranging from July 25, 2027 through April 28, 2028 and were classified as amounts due to related parties, non-current. Accordingly, the loans of $0.6 million were classified as amount due to related parties, non-current, as of June 30, 2026. The borrowing bears an interest rate of 8%. On April 9, 2026, the Company completed a portion of the amended Share Exchange Agreement with Electric Power Technology Limited (“EPT”), resulting in the Company acquiring approximately 31.68% of EPT. The investment is accounted for under the equity method. The Company continues to pursue the remaining share exchange arrangements involving EPT and is evaluating potential changes to EPT’s governance arrangements that may result in the Company obtaining control over EPT in a future reporting period. The Company is also pursuing strategic transactions, including a proposed acquisition; however, such transaction remains subject to completion and other uncertainties, and there can be no assurance that such transaction will improve the Company’s liquidity position.
However, there can be no assurance that these plans will be successfully implemented or will be sufficient to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern, including the Company’s ability to realize value from the forward purchase arrangement.
Accordingly, the Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing and generate sufficient cash flows from operations. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
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Cash Flows
The following table sets forth a summary of our cash flows for the periods presented:
| For six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (521,475 | ) | $ | (1,005,688 | ) | ||
| Net cash used in investing activities | — | (1,400 | ) | |||||
| Net cash provided by financing activities | 522,000 | 1,051,642 | ||||||
| Effect of exchange rates on cash | 1,031 | 284 | ||||||
| Net increase in cash | 1,556 | 44,838 | ||||||
| Cash at beginning of period | 10,093 | 52,616 | ||||||
| Cash at end of period | $ | 11,649 | $ | 97,454 | ||||
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 was approximately $0.5 million, primarily attributable to net loss of approximately $0.9 million, adjusted for non-cash item of share of equity loss of approximately $0.1 million, and for changes in operating assets and liabilities, including an increase of approximately $0.2 million due to related parties and an increase of approximately $0.2 million in other payable and accrued expenses.
Net cash used in operating activities for the six months ended June 30, 2025 was approximately $1.0 million, primarily attributable to net loss of approximately $1.3 million, adjusted for an increase of approximately $0.1 million in due to related parties and an increase of approximately $0.1 million in other payable and accrued expenses.
Investing activities
For the six months ended June 30, 2026, we did not report cash provided by or used in investing activities.
For the six months ended June 30, 2025, we reported cash used in investing activities of $1,400, which was used in purchase of short-term investments.
Financing Activities
For the six months ended June 30, 2026, we reported cash provided by financing activities of approximately $0.5 million, which was primarily provided by borrowings of approximately $0.5 million from our controlling shareholder.
For the six months ended June 30, 2025, we reported cash provided by financing activities of approximately $1.1 million, which were primarily provided by borrowings of approximately $1.1 million from our controlling shareholder and his family member.
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.
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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 were issued in connection with the Business Combination and are classified as equity instruments. The Earnout Shares were measured at their grant-date fair value on June 21, 2024 and recorded within additional paid-in capital. Because the Earnout Shares are classified as equity instruments, they are not subsequently remeasured. For the years ended December 31, 2025 and 2024, the revenue performance conditions required for vesting were not achieved. Accordingly, Tranche 1 Earnout Shares were forfeited and no Earnout Shares were released from escrow as of June 30, 2026. As of June 30, 2026, the 15,000,000 Tranche 2 Earnout Shares were the only Earnout Shares that remained contingent and could vest, with fiscal year 2026 being the last year in which they may vest.
Off-Balance Sheet Arrangements
On May 29, 2026, we granted Mr. and Ms. Sham a first-priority security interest over substantially all of our assets, including the prepayment of approximately $13.1 million under the Forward Purchase Agreement, and pledged 100% of the shares of TP NEV.
On April 9, 2026, we issued an aggregate of 31,872,768 shares of our common stock, par value $0.0001 per share, to six eligible shareholders of EPT in exchange for an aggregate of 26,783,838 ordinary shares of EPT, representing a 31.68% ownership interest in EPT. At the same time, EPT owned 10,034,898 shares of our common stock, representing a 9.78% ownership interest in us.
Other than the above, 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 unaudited condensed 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 three and six months ended June 30, 2026 and 2025. The research and development expenses were recorded in “general and administrative expenses” in the unaudited condensed consolidated statements of operations and comprehensive loss.
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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 unaudited condensed 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.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
When reading our unaudited condensed consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. See Note 2 — Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements for the disclosure of these accounting policies.
While management believes its judgments, estimates and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions. We believe that the following critical accounting estimates involve the most significant judgments used in the preparation of our financial statements.
| (i) | Allowance for expected credit losses of other receivable |
We assessed the collectability by reviewing other receivable on an individual basis in accordance with ASC Topic 326, Credit Losses (“ASC 326”). Before entering into a Merger Agreement with FLFV, we entered into a letter of intent with Aetherium Acquisition Corp. (“GMFI”) to explore a potential business combination. We 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.
As of June 30, 2026 and December 31, 2025, we assessed the payment intention and payment ability of GMFI and provided full allowance for credit losses against the balance due to l remote collection from GMFI.
| (ii) | Allowance for prepaid expenses for Forward Purchase Contract |
As of June 30, 2026 and December 31, 2025, we assessed the recoverability of prepaid expenses for forward purchase contract which will be realized as the counterparty sells our shares.
The evaluation of impairment requires significant judgment, particularly in assessing whether the prepaid balance will be fully recovered through future share transactions. Key factors considered include: (a) our current and expected share price relative to the reference/reset price under the agreement, (b) the enforceability of the Forward Purchase Contract, (c) the counterparty’s performance, including whether the counterparty continues to sell shares in accordance with the contract, (d) the volume of remaining shares held and expected pace of future sales, and (e) overall market conditions and liquidity of the Company’s shares.
Given that recovery of the prepaid amount is dependent on future share sales and market prices, there is inherent uncertainty in the timing and amount of recovery. As of June 30, 2026 and December 31, 2025, we did not provide allowance against prepaid expenses for Forward Purchase Contract.
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| (iii) | Classification of prepaid expenses for Forward Purchase Contract |
Pursuant to the agreement between us and the counterparty, we made an upfront payment to facilitate a forward share transaction whereby the counterparty acquires and subsequently sells our shares in the market. Our economic benefit is realized through the sales of these shares, with settlement reflected through equity (additional paid-in capital) rather than cash flows.
The arrangement does not meet the definition of a derivative or financial asset in accordance with ASC 815, rather the upfront payment represents a prepaid asset under ASC 340, providing future economic benefit as the underlying shares are sold. Accordingly, the upfront payment is recognized as a prepaid expense and will be derecognized as the related share transactions occur, with any differences recognized in additional paid-in capital in accordance with ASC 505.
| (iv) | Classification of prepaid expenses for Forward Purchase Contract as a current asset |
We also applied significant judgment in classifying the prepaid balance of approximately $13.1 million as a current asset. The balance has not changed since December 31, 2025 as the counterparty did not sell any of our shares during the six months ended June 30, 2026. Management nevertheless expects the underlying share sales and related settlement to occur within 12 months of the reporting date considering the negotiation with the counterparty who agreed to resume sales within 12 months of the reporting date. Settlement of the prepaid balance will be reflected through equity rather than cash, and it is therefore not a source of liquidity for our operations; see ‘Liquidity and Capital Resources – Going Concern’. On May 29, 2026, the prepaid balance was pledged to Mr. and Ms. Sham as collateral for the related-party notes under the security agreement described above. If the expected share sales do not occur within 12 months, the balance would be reclassified as a non-current asset.
| (v) | Accrued legal expenses |
We exercised significant judgment in estimating accrued legal expenses when invoices were disputed and final settlement had not been reached. Accrued legal expenses were included in “other payables and accrued expenses” on the condensed consolidated balance sheets.
As of June 30, 2026, we recorded an accrual of approximately $0.3 million related to legal services provided by Brown Rudnick, which is included in other payable and accrued expenses. The original invoices totaled approximately $0.7 million, which management disputed due to delayed filings and incomplete services. No settlement agreement had been finalized as of the reporting date. The ultimate amount payable may differ from the amount accrued.
We based our estimation on actual services rendered, which represents the best assessment of the probable obligation under ASC 450. Given the range of possible outcomes and ongoing negotiations, the ultimate settlement amount may differ from the amount accrued.
| (vi) | Underwriter fee payable due to D. Boral Capital LLC |
D. Boral Capital LLC commenced an action against the Company in the Supreme Court of the State of New York seeking approximately $1.3 million alleged to be due under a Satisfaction and Discharge Agreement, by way of a motion for summary judgment in lieu of complaint. We did not file an opposition, and the motion has been submitted to the court for decision. The amount of $1.3 million was recorded in the account of “underwriter fee payable” upon the consummation of IPO. No additional amount has been accrued for interest or additional penalties relating to the action, which cannot presently be estimated.
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| (vii) | Impairment of equity-method investment |
As of June 30, 2026, the carrying amount of the investment of approximately $5.7 million exceeded the Company’s share of EPT’s net assets of approximately $2.1 million. In assessing whether this indicated an other-than-temporary decline, the Company considered the proximity of the April 2026 acquisition date to the reporting date, the absence of significant adverse changes in EPT’s business, management and macroeconomic environment since acquisition, and the fair value of EPT implied by the terms of the share exchange. Estimating the fair value of EPT requires significant judgment, including assumptions about EPT’s future operating results and the value of the Company’s shares held by EPT. The Company concluded that no impairment was required as of June 30, 2026; a different conclusion could result in a material impairment charge in a future period.
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 unaudited condensed consolidated financial statements. A list of recently issued accounting pronouncements that are relevant to us is included in the notes to our unaudited condensed consolidated financial statements included elsewhere in this report (see “Note 2 – Summary of Significant Accounting Policies”).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of June 30, 2026, our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective, at the reasonable assurance level, as of June 30, 2026.
We identified the material weakness that we lack 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 SEC reporting requirements. 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; and (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 requirements.
Limitations on Controls and Procedures
We do not expect that our disclosure controls and procedures will prevent all errors or instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that their objectives will be met. Their design must reflect resource constraints, and their benefits must be considered relative to their costs. Because of these inherent limitations, no evaluation can provide absolute assurance that all control deficiencies and instances of fraud, if any, have been detected. The design of disclosure controls and procedures also is based partly on assumptions about the likelihood of future events, and there can be no assurance that any design will achieve its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II: OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our material pending legal proceedings involving the Company or its officers and directors, see Note 14 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report and Item 3 of our Annual Report on Form 10-K filed with the SEC on April 7, 2026.
Item 1A. Risk Factors
We are subject to various risks and uncertainties in the course of our business. In addition to the other information contained in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 7, 2026, and Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on September 21, 2026, which could materially affect our business, financial condition or future results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| * | Filed herewith |
| ** | Furnished herewith |
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SIGNATURE
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, thereunto duly authorized.
| Date: October 13, 2026 | THUNDER POWER HOLDINGS, INC. | |
| /s/ Pok Man Ho | ||
| Name: | Pok Man Ho | |
| Title: | Interim Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) | ||
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Exhibit 10.32
SECURITY AGREEMENT
This Security Agreement (the “Agreement”) is made as of this 29th day of May, 2026 by and between Thunder Power Holdings. Inc., a Delaware corporation, having a place of business at 221 W 9th St #848, Wilmington, Delaware 19801 (“Grantor”) and Wellen Sham and Ling Houng Sham (whose name also appears in certain promissory notes as “Sham Ling Houng” and “Mrs. Ling Houng Sham”) (together, “Secured Parties”).
WHEREAS, the Grantor has executed and delivered to Secured Parties certain promissory notes and other obligations listed on Schedule A attached hereto, as the same may be amended, restated, extended, supplemented or otherwise modified from time to time, including by any allonge (collectively, together with all other obligations of Grantor and its Affiliates to either or both Secured Parties, the “Secured Obligations”);
WHEREAS, the Grantor has agreed to secure the Secured Obligations as further set forth herein;
NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 1. Definitions. All capitalized terms used herein or in any certificate, report or other document delivered pursuant hereto shall has the meanings assigned to them below or as defined in the Secured Obligations or in the Uniform Commercial Code as adopted in the State of New York (the “NY Code”). “Affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with such person.
Section 2. Grant. To secure the payment and performance of the Secured Obligations, Granter hereby assigns and pledges to the Secured Parties a continuing security interest in and to the following Collateral (the “Collateral”), and each item thereof, whether now owned or now due, or in which the Gran tor has an interest, or hereafter acquired, arising, or to become due, or in which Granter or either of them obtain an interest:
i. all Accounts;
ii. all Chattel Paper;
iii. all Documents;
iv. all Equipment;
v. all Fixtures;
vi. all General Intangibles;
vii. all Goods and all Accessions thereto, and Goods with which the Goods are commingled;
viii. all Instruments;
ix. all Inventory;
x. all Investment Property;
xi. all Money, cash or cash equivalents;
xii. all letters of credit, Letter-of-Credit Rights and Supporting Obligations;
xiii. all Deposit Accounts with any bank or other financial institution;
xiv. all Commercial Tort Claims;
xv. all intellectual property;
xvi. all personal property not otherwise described above; and
xvii. all books and records pertaining to the Collateral.
together with all proceeds (including but not limited to insurance proceeds), products and accessions, and any cash or properly received in exchange therefor, or to which Grantor is or may become entitled to receive on account of the Collateral.
Section 3. Representations, Warranties and Covenants. Grantor makes the following representations and warranties, and agrees to the following covenants, each of which representations, warranties and covenants shall be continuing and in force as long as this Agreement is in effect:
(a) The name and address of the Grantor set f01th on the first page hereof is the true and correct legal name and address of such Grantor as set forth in the Grantor’s organizational documents.
(b) The Grantor is the lawful owner of the Collateral free and clear of all security interests, liens and encumbrances and claims of others.
(c) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action, corporate or otherwise of Grantor.
(d) This Agreement, together with the filing of Uniform Commercial Code financing statements in the appropriate offices or the execution of appropriate account control agreements, as the case may be, creates a valid and continuing first lien on and perfected security interest in the Collateral, prior to all other liens or encumbrances, and is enforceable as such against creditors of the Grantor to the extent provided by the Uniform Commercial Code and applicable law.
(e) The Grantor will not sell, grant, assign or transfer any interest in, or permit to exist any liens or encumbrances on, any of the Collateral other than in favor of the Secured Parties; provided, however, that the Grantor may sell, transfer, or otherwise dispose of any of the Collateral in the ordinary course of its business. The Grantor shall defend its title to and the Secured Parties’ interest in the Collateral against all claims (other than claims that in the judgment of the Grantor are not material to the value of the Collateral taken as a whole) and take any action necessary to remove any liens and defend the right, title and interest of the Secured Parties in and to any of the Grantor’s rights in the Collateral.
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(f) Upon the written request of either Secured Party, and at the sole expense of the Grantor, the Grantor will promptly execute and deliver such further instruments and documents and take such further actions as the applicable Secured Party may reasonably deem necessary to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, filing of any financing statement under the Uniform Commercial Code covering the Collateral. The Grantor authorizes each Secured Party to file any such financing statement with regard to the Collateral without the signature of the Grantor to the extent permitted by applicable law, and to file a copy of this Agreement in lieu of a financing statement. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such Agreement or instrument shall be promptly delivered to the Secured Parties, duly endorsed in a manner reasonably satisfactory to it.
Section 4. Notices and Reports Pertaining to Collateral. The Grantor will, with respect to the Collateral:
(a) promptly furnish to the Secured Parties, from time to time upon request, reports in form and detail reasonably satisfactory to the Secured Parties; and
(b) promptly notify the Secured Parties upon obtaining knowledge of any lien or encumbrance asserted against the Collateral, including any attachment, levy, execution or other legal process levied against any of the Collateral, and of any information received by the Grantor relating to the Collateral that would reasonably be expected to materially adversely affect the value of the Collateral taken as a whole or the rights and remedies of the Secured Parties with respect thereto.
Section 5. Set-off Rights. Regardless of the adequacy of any Collateral or any other means of obtaining repayment of the Secured Obligations, the Secured Parties may at any time and from time to time during the continuation of an Event of Default, without notice to the Grantor (any such notice being expressly waived by the Grantor) and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) and other sums credited by or due from either Secured Party to Grantor or subject to withdrawal by Grantor and any other property and securities at any time in the possession or control of either Secured Party against any sums due to Secured Parties by Grantor, whether or not the Secured Parties shall have made any demand therefor and although such sums may be contingent or unmatured.
Section 6. Defaults. An event of default (“Event of Default”) shall exist hereunder if any of the following shall occur:
(a) any representation or statement made by Grantor in this Agreement or any other document delivered to either Secured Party in connection with this Agreement or the Secured Obligations, or in any financial statement or other information provided to either Secured Party pursuant hereto or thereto proving to have been false or misleading when made;
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(b) any default under any Secured Obligation by the Grantor or by any Affiliate that is a party to such Secured Obligation;
(c) failure of the Grantor to deliver any financial information regarding the Grantor or any of the Grantor’s properties or operations which is requested at any time by the Secured Party;
(d) any sale, lease, transfer or any other disposition by the Grantor of any material part of the Grantor’s assets, or the suspension, dissolution or liquidation of any material aspect of the business conducted by the Grantor;
(e) the occurrence of any event or circumstance which, under any agreement or evidence of indebtedness relating to any obligation of the Grantor for borrowed money other than the Secured Obligations, assuming that any required notice had been given or lapse of time had occurred, would give the holder thereof or any other person the right to declare such obligation due and payable;
(f) the failure of the Grantor, under any agreement relating to any obligation of the Grantor for borrowed money, which obligation is payable on demand, to pay such obligation upon such demand, in accordance with the terms of such agreement;
(g) the failure of the Grantor to pay all taxes, assessments and other governmental charges as the same became due and payable;
(h) the breach, default or invalidity of any term of this Agreement, any promissory note listed on Schedule A, any promissory note listed on Schedule A (as amended, restated, extended, supplemented or otherwise modified from time to time, including by any allonge), or any document or instrument entered into by the Grantor in connection therewith (collectively, the “Loan Documents”) or the assertion by the Grantor or any other person or entity obligated hereunder or under any Loan Document (including any Affiliate of the Grantor that is a party to any Loan Document) that any such term or any Loan Document is not binding on such person or entity;
(i) any of the Loan Documents for any reason ceases to be in full force and effect or is declared to be null and void, or the validity or enforceability thereof shall be contested in writing by the Gran tor or by any Affiliate that is a party to any Loan Document, or the Grantor or any such Affiliate denies that it has any further liability under any Loan Documents;
(I) either Secured Party shall not have or shall cease to have a valid and perfected first priority security interest in the Collateral (as defined in this Agreement) or any other collateral purported to be covered by this Agreement; or
(m) the Borrower shall admit in writing its inability to pay its debts as they come due, or shall file, or have filed against it, any proceeding pursuant to the United States Bankruptcy Code, 11 U.S.C. 101 et. seq., or any other law providing for debt relief by a party.
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Section 7. Secured.Parties’ Rights and Remedies.
(a) As long as any Event of Default shall have occurred and is continuing, the Secured Parties may, at their option, whether or not any amount under the Secured Obligations is due, without notice or demand on the Grantor, take the following actions with respect to the Collateral:
(i) demand, collect, and receipt for any amounts relating thereto, as the Secured Parties may determine;
(ii) commence and prosecute any actions in any court for the purposes of collecting any such Collateral and enforcing any other rights in respect thereof;
(iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Secured Parties may deem appropriate;
(iv) endorse checks, notes, drafts, acceptances, money orders, or other instruments or documents evidencing payment, relating or giving rise to the Collateral on behalf of and in the name of the Grantor; and
(vi) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Collateral or services which has given rise thereto, as fully and completely as though the Secured Parties were the absolute owner thereof for all purposes.
(b) Except as otherwise provided herein, the Secured Parties shall have no duty as to the collection or protection of the Collateral or as to the preservation of any rights pertaining thereto, beyond the exercise of any reasonable care with respect to any Collateral in its possession. The Secured Parties may sell, lease or otherwise dispose of the Collateral at a public or private sale, with or without having the Collateral at the place of sale, and upon such terms and in such manner as the Secured Parties may determine, and the Secured Parties may purchase any Collateral at any such public sale and, to the extent permitted by law, any private sale. Unless the Collateral threatens to decline rapidly in value or is of the type customarily sold on a recognized market, the Secured Parties shall send to the Grantor prior written notice (which, if given not less than ten ( I 0) days of any sale, shall be deemed to be reasonable) of the time and place of any public sale of the Collateral or of the time after which any private sale or other disposition thereof is to be made. The Grantor agrees that, upon any such sale, the Collateral shall be held by the purchaser free from all claims or rights of any kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are, to the extent permitted by law, hereby expressly waived and released by the Grantor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Grantor shall execute all applications or other instruments as may be required.
(c) The Secured Parties shall be entitled to retain and to apply the proceeds of any disposition of the Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including reasonable attorneys’ fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Secured Obligations in accordance with the Agreement. Any surplus remaining after such application shall be paid to the Grantor or to whoever may be legally entitled thereto, provided that in no event shall the Grantor be credited with any part of the proceeds of the disposition of the Collateral until such proceeds shall has been received in cash by the Secured Parties. The Grantor shall remain liable for any deficiency.
(d) The Secured Parties shall have all other rights and remedies as provided in the Agreement.
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Section 8. Waivers. The Grantor waives presentment, demand, notice, protest, notice of acceptance of this Agreement, notice of any Agreements made, credit or other extensions granted, collateral received or delivered or any other action taken in reliance hereon and all other demands and notices of any description, except for such demands and notices as are expressly required to be provided to the Grantor under this Agreement or any other document. The Grantor assents to any substitution, exchange or release of Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromise or adjustment of any thereof, all in such manner and at such time or times as the Secured Parties may deem advisable, pursuant to the exercise of its rights hereunder. The Secured Parties may exercise their rights with respect to the Collateral without resorting, or regard, to other collateral or sources of reimbursement. The Secured Party shall not be deemed to have waived any of its rights with respect to the Agreement or the Collateral unless such waiver is in writing and signed by the Secured Parties. No delay or omission on the part of the Secured Patties in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not bar or waive the exercise of any right on any future occasion. All rights and remedies of the Secured Party in the Secured Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, are cumulative and not exclusive of any remedies provided by law or any other agreement and may be exercised separately or concurrently.
Section 9. Expenses. In the event of any default by the Grantor, the Grantor shall be liable to the Secured Parties, and shall promptly reimburse it on demand, for all expenses incurred by the Secured Parties as a result of such default, including reasonable fees and disbursements of counsel and all expenses of collection.
Section 10. Notices. Any notice or demand or request shall be in writing and shall be deemed to have been received and shall be effective on the day on which delivered if (a) personally delivered, (b) transmitted by telex, telecopier or telegram, or (c) mailed by certified mail or sent by courier service providing evidence of delivery (in which case such notice shall be deemed to be delivered on the date shown on any receipt or other evidence of delivery or refusal), and notices transmitted as provided in clauses (b) or (c), in the case of(i) the Secured Parties, shall be addressed to the Wellen Sham at 19/F, No.654 Guangfu South Road, Da’an District, Taipei, Taiwan, Republic of China, with a copy to Carter Ledyard & Milburn LLP, 28 Liberty Street, New York, NY I0005, or at any other address designated by the Secured Parties for such purpose in a notice given to the Grantor in the manner herein provided, or (ii) the Grantor, shall be addressed to the Grantor at 221 W 9th St #848, Wilmington, Delaware 19801, or at any other address designated for such purpose by Grantor in a notice given to the Secured Parties in the manner hereinabove provided.
Section 11. Successors and Assigns. This Agreement shall be binding upon the Grantor, their successors and assigns, and shall inure to the benefit of and be enforceable by the Secured Patties and its successors and assigns.
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Section 12. Modification, Governing Law and Consent to Jurisdiction. THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE GRANTOR AND THE SECURED PARTIES. THIS AGREEMENT AND THE TERMS, COVENANTS AND CONDITIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PROVISIONS CONTAINED THEREIN). GRANTOR HEREBY CONSENTS TO THE, JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK COUNTY, NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS, PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE SECURED OBLIGATIONS, REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE SECURED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER.
Section 13. Section Headings. Section headings are for convenience of reference only and are not a part of this Agreement.
Section 14. JURY WAIVER. THE SECURED PARTIES (BY THEIR ACCEPTANCE HEREOF) AND THE GRANTOR WAIVE (A) TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER ACTION BASED UPON, OR ARISING OUT OF THIS AGREEMENT, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS, OR THE RELATIONSHIP, BETWEEN OR AMONG ANY OF THEM, (B) RIGHTS TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED OR (C) ANY CLAIM FOR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OF CONTRACT, TORT OR OTHER WRONG RELATING TO ANY OF THE OBLIGATIONS. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE SECURED PARTIESS AND THE GRANTOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE SECURED PARTIES NOR THE GRANTOR HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
Section 15. Termination. This Agreement and shall terminate upon satisfaction in full of the Secured Obligations and the payment of all fees, costs and expenses due hereunder.
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IN WITNESS WHEREOF, the Grantor and the Secured Parties have caused this Agreement to be duly executed as an instrument under seal as of the date first written above.
| THUNDER POWER HOLDINGS, INC. | |||
| By | /s/ Christopher Nicoll | ||
| Name: | Christopher Nicoll | ||
| Title: | CEO | ||
| SECURED PARTIES: | |||
| By | /s/ Wellen Sham | ||
| Name: | Wellen Sham | ||
| By | /s/ Ling Houng Sham | ||
| Name: | Ling Houng Sham | ||
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SCHEDULE A
Secured Obligations
| A. | Thunder Power Holdings, Ine. Promissory Notes to Wellen Sham: |
| 1. | September 11, 2024 - Original Principal: $350,060; Interest Rate: 10% per annum; Stated Maturity: 365 days after the Issue Date (extendable at the Holder’s option). |
| 2. | October 16, 2024 - Original Principal: $100,000; Interest Rate: 10% per annum; Stated Maturity: 365 days after the Issue Date (extendable at the Holder’s option). |
| 3. | November 13, 2024 - Original Principal: $121,500; Interest Rate: 8%, per annum; Stated Maturity: 365 days after Issue Date (extendable at the Holder’s option). |
| 4. | December 10, 2024 - Original Principal: $120,000; Interest Rate: 8% per annum; Stated Maturity: 365 days after Issue Date (extendable at the Holder’s option). |
| 5. | January 13, 2025 - Original Principal: $100,000; Interest Rate: 8% per annum; Stated Maturity: 365 days after Issue Date (extendable at the Holder’s option). |
| 6. | February 18, 2025 - Original Principal: $271,440; Interest Rate: 8% per annum; Stated Maturity: 365 days after Issue Date (extendable at the Holder’s option). |
| 7. | March 13, 2025 - Original Principal: $120,030; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 8. | April 3, 2025- Original Principal: $134,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 9. | May 16, 2025 - Original Principal: $140,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 10. | May 30, 2025 - Original Principal: $16,020; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 11. | June 26, 2025 - Original Principal: $150,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 12. | July 25, 2025 - Original Principal: $87,773 (as amended Jan. 13, 2026); Interest Rate: 8% per annum; Maturity Date: 365 days after original Issue Date (extendable at the Holder’s option). |
| 13. | August 26, 2025 - Original Principal: $120,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
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| 14. | September 10, 2025 - Original Principal: $50,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 15. | November 6, 2025 - Original Principal: $120,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 16. | December 4, 2025 - Original Principal: $40,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 17. | February 10, 2026 - Original Principal: $150,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 18. | March 26, 2026 - Original Principal: $200,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 19. | April 28, 2026 - Original Principal: $47,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| 20. | May 19, 2026-Original Principal: $125,000; Interest Rate: 8% per annum; Maturity Date: 365 days after Issue Date (extendable at the Holder’s option). |
| B. | Tlrnnder Power Holdings, Inc. Promissory Notes to Ling Houng Sham: |
| 1. | March 28, 2025 - Original Principal: $100,000; Interest Rate: 8% per annum; Stated Maturity: 365 days after the Issue Date (extendable at the Holder’s option). |
| C. | SPAC Promissory Notes (now obligations of Thunder Power Holdings, Inc., f/k/a Feutune Light Acquisition Corp.): |
| 1. | May 22, 2024- Payee: Ling Houng Sham; Original Principal: $100,000; Interest Rate: 8% per annum; Stated Maturity: upon the earlier of (i) a Business Combination or (ii) the date of expiry of the term of the Maker. |
| 2. | June 21, 2024- Payee: Wellen Sham; Original Principal: $300,000; Interest Rate: 10% per annum; Stated Maturity: upon the earlier of (i) ninety (90) days after consummation of a Business Combination or (ii) the Maker’s liquidation. |
| D. | Affiliate Promissory Notes (now obligations of Thunder Power AI Subsidiary, Inc. (f/k/a Feutune Light Merger Sub, Inc. and successor by merger to Thunder Power Holdings Limited (BVI)): |
| 1. | June 18, 2024 - Payee: Wellen Sham; Original Principal: $260,000; Interest Rate: 8% per annum; Stated Maturity: upon the earlier of (i) a consummation of a Business Combination or (ii) twelve (12) months after the date of this Promissory Note. |
| 2. | June 18, 2024 - Payee: Mrs. Sham Ling Houng; Original Principal: $100,000; Interest Rate: 8% per annum; Stated Maturity: upon the earlier of (i) a consummation of a Business Combination or (ii) twelve (12) months after the date of this Promissory Note. |
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Exhibit 10.33
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (“Agreement”) is made as of May 29, 2026, between Thunder Power AI Subsidiary, Inc. (f/k/a Feutune Light Merger Sub, Inc. and successor by merger to Thunder Power Holdings Limited (BVI)), a Delaware corporation (the “Pledger”), in favor of Wellen Sham (“Wellen”) and Ling Heung Sham (a/k/a Sham Ling Houng) (“Mrs. Sham”) and, together with Wellen, the “Pledgees”).
W I T N E S S E T H:
WHEREAS, Pledger and Thunder Power Holdings, Inc., a Delaware corporation (“TPHI”) are indebted to and obligated to pay and perform in favor of the Pledgees under certain promissory notes, allonges and related instruments, as amended from time to time, together with fees, costs, expenses and other amounts payable in connection therewith (collectively, the “Secured Obligations”) as further defined herein; and
WHEREAS, TPI-II and the Pledgees have entered into that certain Security Agreement dated as of May 29, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”); and
WHEREAS, Pledger is the registered holder of one (I) issued and outstanding share of Thunder Power New Energy Vehicle Development Company Limited, a company organized under the laws of the British Virgin Islands (“TP NEV”), which represents I 00% of TP NEV’s issued and outstanding share capital (the “TP NEV Stock”), and is currently held in uncertificated form as evidenced by the TP NEV BVI Register of Members attached hereto as Exhibit A; and
WHEREAS, Pledger wishes to grant security and assurance to Pledgees, for the benefit of Pledgees, in order to secure the payment and performance of the Secured Obligations and to that effect to pledge to Pledgees for the benefit of Pledgees, the TP NEV Stock and related rights described herein (the “Collateral”) as further defined herein, to the Pledgees;
NOW, THEREFORE, in consideration of the foregoing, and the extensions and forbearances provided by the Pledgees in connection with the promissory notes and allonges, and in order to induce Pledgees to forbear from taking action to recover the Secured Obligations and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledger hereby agrees with Pledgees as follows:
1. UCC; Defined Terms; Secured Obligations.
(a) “UCC” means the Uniform Commercial Code as in effect in the State of New York. Terms defined in the UCC and not otherwise defined herein have the respective meanings given in the UCC.
(b) “Affiliate” has the meaning given in the Security Agreement; provided, that, for purposes of this Agreement, “Affiliate” includes Thunder Power AI Subsidiary, Inc. (f/k/a Feutune Light Merger Sub, Inc.).
(c) ”Event of Default” has the meaning given to it in the Security Agreement.
(d) “Secured Obligations” means all indebtedness and other obligations of TPHI, and of any Affiliate of TPHI (including Pledgor), to either or both of Wellen Sham and Ling Houng Sham, whether now existing or hereafter arising, including without limitation: (i) all principal, accrued and accruing interest, fees, costs, expenses and indemnities payable under any promissory note issued by TPHI to either Pledgee (including any note formerly issued by Feutune Light Acquisition Corp. that is now an obligation of TPHI); (ii) all principal, interest, fees, costs, expenses and indemnities payable under any promissory note issued by Pledgor (including any note formerly issued by Thunder Power Holdings Limited (BVI) that is now an obligation of Pledgor), and (iii) all obligations of TPHI and its Affiliates under this Agreement, the allonges and any related documents, in each case as amended, restated, extended, supplemented or otherwise modified from time to time (including by any allonge). For the avoidance of doubt, the parties intend the scope of “Secured Obligations” hereunder to be coextensive with the “Secured Obligations” defined in the Security Agreement.
2. Pledge; Effective Date.
Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgees, for the benefit of Pledgees, a first lien on and security interest in (i) the TP NEV Stock (ii) any certificates or other instruments that may hereafter be issued in respect of the TP NEV Stock and all substitutions, replacements, splits and reclassifications thereof, (iii) all dividends and distributions (whether in cash, stock, or other property), rights, options and other payments or property in respect of the TP NEV Stock, and all securities, cash or other property received by or for the account of the Pledgor upon any exchange, recapitalization, reclassification, merger, consolidation, spin-off, split-off or similar transaction affecting the TP NEV Stock and (iv) any and all proceeds thereof (all such property is collectively referred to herein as the “Collateral”), as collateral security for (A) the prompt and complete repayment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations and (B) the due and punctual payment and performance by Pledgor of its obligations under, arising out of, or in connection with this Agreement. This Agreement secures the Secured Obligations for the benefit of the Pledgees.
3. Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgees, for the benefit of the Pledgees, that on the date of hereof:
(a) Pledgor is the record and beneficial owner of, and has good and marketable title to, the TP NEV Stock, free and clear of all liens except the liens created by this Agreement.
(b) This Agreement is a valid obligation of the Pledgor, legally binding upon and enforceable against the Pledgor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) Pledgor holds no options, warrants or other agreements with respect to the issuance of additional stock of TP NEV and Pledgor has not granted to any Person any option, warrant, right of first refusal, proxy, voting agreement or other right with respect to the TP NEV Stock that would prevent, delay or condition the transfer of the TP NEV Stock upon enforcement of this Agreement.
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(d) No consent, approval or authorization of, or filing with, any Person (including under TP NEV’s organizational documents) is required (other than the TP NEV actions contemplated by Section 9 which Pledgor shall procure) in connection with the execution, delivery and performance of this Agreement or the validity or perfection of the security interests.
(e) The execution, delivery and performance of this Agreement by Pledgor will not violate any provision of (i) any applicable law, or (ii) any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to Pledgor. Further, the mere granting of the pledge pursuant to this Agreement will not violate any provision of, any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets, and will not result in the creation or imposition of any lien on any of the assets of Pledgor except as contemplated by this Agreement.
(f) The pledge and assignment of the Collateral creates a valid first lien on the Collateral in favor of Pledgees, subject to no liens nor to any agreement purporting to grant to any third party any liens in the prope1ty or assets of Pledgor, except as stated in Section 3(a) above. Pledgor covenants and agrees that it will defend all of the right, title and interest of Pledgees in and to the TP NEV Stock against the claims and demands of all persons whomsoever.
4. Dividends Distributions etc. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any of the Collateral, Pledgor agrees to accept the same as Pledgees’ agent and to hold the same in trust for Pledgees, and to deliver the same forthwith to Pledgees in the exact form received, with the indorsement of Pledgor when necessary, to be held by Pledgees as additional collateral security for the Secured Obligations. All sums of money and property so paid or distributed in respect of the Collateral which are received by Pledgor shall, until paid or delivered to Pledgees, be held by Pledgor in trust as additional collateral security for the Secured Obligations.
5. Administration of Security. The following provisions shall govern the administration of the Collateral:
(a) Pledgor shall be entitled (subject to the other provisions hereof) so long as no Event of Default (as defined in the Security Agreement), has occurred and is continuing, to exercise the incidents of ownership of the TP NEV Stock in any manner not inconsistent with this Agreement. Without the prior written consent of Pledgees, Pledgor will not give or grant any consent, waiver or ratification in a manner which is inconsistent with the obligations of Pledgor under the terms of this Agreement. Upon the occurrence and during the continuance of an Event of Default, Pledgor hereby grants to Pledgees or their nominees the right to exercise all ownership rights relating to the Collateral in any instance. After the occurrence and during the continuance of an Event of Default and upon request of Pledgees, Pledgor agrees to deliver to Pledgees such further evidence of such right to the Collateral as Pledgees may request.
(b) Subject to any sale or other disposition by Pledgees of the Collateral or other property pursuant to this Agreement, upon indefeasible payment in full, in cash or cash equivalents and termination of all of the Secured Obligations and the termination pursuant to Paragraph 16 hereof of the liens hereby granted, the Collateral and any other property then held as part of the collateral security for the Secured Obligations in accordance with the provisions of this Agreement shall be returned to Pledgor.
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6. Rights of Pledgees. Pledgees shall not be liable for any failure to collect or realize upon the Secured Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall Pledgees be under any obligation to take any action whatsoever with regard thereto. If an Event of Default (as defined in the Security Agreement) has occurred and is continuing, any or all of the Collateral held by Pledgees hereunder may, without prior notice, be registered in the name of the Pledgees or their nominees, if such Collateral is not already so registered, and the Pledgees or their nominees may without notice exercise all rights that may attach to the TP NEV Stock with respect to TP NEV and exercise all rights attaching to the Collateral.
7. Remedies. Upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement), consistent with the express requirements of the UCC, Pledgees, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more portions at public or private sale or sales or transactions, at any exchange, broker’s board or elsewhere upon such terms and conditions as Pledgees may deem advisable and at such prices as Pledgees may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery without assumption of any credit risk, with the right to Pledgees upon any such sale or sales, public or private (to the extent permitted by law), to purchase the whole or any part of the Collateral so sold free of any right or equity of redemption in Pledgor, which right or equity of redemption Pledgor hereby expressly waives and releases to the extent permitted by law. Pledgees shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization, sale or disposition, after deducting all costs and expenses of every kind incurred therein or incidental to the safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of Pledgees hereunder, including reasonable attorneys’ fees and expenses, to the payment, in whole or in part, of the Secured Obligations in such order (unless a court of competent jurisdiction shall otherwise direct) as Pledgees may elect. Pledgor shall remain liable for any deficiency remaining unpaid after such application. Only after so paying over such net proceeds and after the payment by Pledgees of any other amount required by any provision of law, including, without limitation, Section 9-6l5(a)(4) of the UCC, need Pledgees account for the surplus, if any, to Pledgor. Pledgor agrees that Pledgees need not give more than ten days’ notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice shall constitute commercially reasonable notification of such matters. No notification need be given to Pledgor if Pledgor has signed after the occurrence of an Event of Default a statement renouncing any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to Pledgees in this Agreement, Pledgees shall have all the rights and remedies of secured parties under the UCC and under any other applicable law. Further, if Pledgor fails to cause TP NEV to take the actions or deliver the items described in Section 9, the Pledgees shall be entitled to specific performance, injunctive relief and other equitable remedies to compel such actions and deliveries.
8. No Disposition, Liens, etc. Pledgor agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Collateral, nor create, incur or permit to exist any lien on any of the Collateral, or any interest therein, or any proceeds thereof, except for the liens granted pursuant to this Agreement.
9. Acknowledgment; Notation of Pledge; Instruments and Legends. Pledgor shall cause TP NEV, promptly after the date hereof, to (i) acknowledge this pledge in writing, (ii) note the pledge on its register of members and provide evidence of such notation to the Pledgees, and (iii) agree to register the Pledgees (or their nominee) as holder(s) of the TP NEV Stock. Pledgor shall also deliver to the Pledgees a duly executed, undated instrument of transfer for the TP NEV Stock in customary BVI form. In addition, upon written request of the Pledgees at any time, Pledgor shall cause TP NEV to issue one or more share certificates representing the TP NEV Stock and promptly deliver to the Pledgees the original certificates (legended to reflect the pledge), together with undated stock transfer powers in blank duly executed by the Pledgor. Pledgor shall execute and deliver such further instruments and take such further actions as the Pledgees may reasonably request to perfect, maintain and protect the security interests granted herein.
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10. Sale of Collateral.
(a) Pledgor acknowledges that the Pledgees may be unable to effect a public sale or disposition of any or all the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, Pledgees shall be under no obligation to delay a sale or disposition of any of the Collateral in order to permit Pledgor or TP NEV to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or TP NEV would agree to do so.
(b) Pledgor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sale or other disposition of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor’s expense. Pledgor further agrees that a breach of any of the covenants contained in Paragraphs 4 entitled (“Dividends and Distribution”), 5 entitled (“Administration of Security”), 8 entitled (“No Dispositions; Liens”), and 10 entitled (“Sale of Collateral”) of this Agreement will cause irreparable injury to Pledgees, that Pledgees will not have an adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgees to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred or that all Secured Obligations have been indefeasibly paid in full. Pledgor hereby consents and agrees, if required by any agreement, to vote in favor of the admission as a stockholder of TP NEV or any purchaser of the Collateral, in the event of a sale of the Collateral, and agrees that such purchaser shall be a transferee of all of Pledgor’s right, title and interest in the Collateral, including, without limitation, any voting, management or other control rights.
(c) Pledgor hereby waives, to the extent permitted by applicable law, for the benefit of Pledgees: (i) any right to require either Pledgee, as a condition of payment or performance by Pledgor, to (A) proceed against or exhaust any other security held by any other Person, or (B) pursue any other remedy in the power of either Pledgee whatsoever, (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Pledgor or TP NEV including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Security Agreement; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon Pledgees’ errors or omissions in the administration of the Collateral, except behavior which amounts to bad faith or willful misconduct; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of the Pledgor’s obligations hereunder. provided that nothing herein shall require the Pledgor to violate applicable law, (B) the benefit of any statute of limitations affecting the Pledgor’s liability hereunder or the enforcement hereof, provided that nothing herein shall require the Pledgor to violate applicable law, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Pledgees protect, secure, perfect or insure any other security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of dishonor and notices of any action or inaction, notices of default under the Security Agreement or any agreement or instrument related thereto; and (vii) to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement.
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11. Further Assurances.
Pledgor will execute and deliver all powers, financing statements and other documents and do such further acts and things as are consistent with the provisions hereof in order to effect the purposes of this Agreement.
12. Severability. Any prov1s1on of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. No Waiver; Cumulative Remedies. Pledgees shall not by any act, delay, omission or otherwise be deemed to have waived any of their remedies hereunder, and no waiver by either Pledgee shall be valid unless in writing and signed by such Pledgee, and then only to the extent therein set forth. A waiver by either Pledgee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Pledgee would otherwise have on any subsequent occasion. No course of dealing between Pledgor and Pledgees and no failure to exercise, nor any delay by either Pledgee in exercising any right, power or privilege hereunder or under the Security Agreement shall impair such right or remedy or operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law.
14. Successors and Assigns. This Agreement and all obligations of Pledgor hereunder shall be binding upon the successors and assigns of Pledgor, and shall, together with the rights and remedies of Pledgees hereunder, inure to the benefit of Pledgees and their successors and assigns, except that Pledgor shall not have the right to assign its rights or obligations under this Agreement or any interest herein without the prior written consent of Pledgees.
15. Applicable Law; Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to any conflicts of law provisions, except to the extent the validity or perfection of the security interests or the remedies hereunder in respect of any Collateral are governed by the law of a jurisdiction other than the State of New York. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any suit, action or proceeding arising out of or relating to this Agreement and waive any objection based on forum non conveniens. Each party waives trial by jury.
16. Termination. This Agreement and the liens granted hereunder shall terminate upon the full and complete performance and indefeasible payment in full of the Secured Obligations under the Security Agreement.
17. Possession of Collateral. Pledgees shall not have any duty or liability to collect any sums due in respect of the Collateral or to protect, preserve or exercise any rights pertaining to the Collateral, consistent with the express requirements of the UCC, and Pledgees shall be relieved of all responsibility for any portion of the Collateral surrendered to Pledgor.
18. Survival of Representations. All representations and warranties of Pledgor contained in this Agreement shall survive the execution and delivery of this Agreement.
19. Taxes and Expenses. Pledgor will upon demand pay to either Pledgee (a) any taxes (excluding income taxes, franchise taxes or other taxes levied on gross earnings, profits or the like) payable or ruled payable by any federal, state or other governmental authority in respect of this Agreement, together with interest and penalties, if any, and (b) all expenses, including the reasonable fees and expenses of attorneys, accountants, consultants or other experts and agents that either Pledgee may retain in connection with (i) the custody, preservation or sale of, collection from, or other realization upon, any of the Collateral, (ii) the exercise or enforcement of any of the rights and remedies of either Piedgee hereunder or (iii) the failure of Pledger to perform or observe any of the provisions hereof.
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20. Pledgee Appointed Attorney-In-Fact. Pledger hereby irrevocably appoints Pledgees, jointly and severally, as Pledger’s attorney-in-fact, with full authority in the place and stead of Pledger and in the name of Pledger or otherwise, upon the occurrence of an Event of Default, to take any action and to execute any instrument that Pledgees deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledger representing any dividend, interest payment or other distribution in respect of the Collateral and to give full discharge for the same, when and to the extent permitted by this Agreement.
21. Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given hereunder shall be in writing and may effectively be given by a party hereto by delivery of such notice to the other party at the address below or at such other address as either party may in writing notify the other party or by facsimile transmission and confirmed in writing to:
| (a) | to Pledgor: | Mr. Pok Man Ho | |
| 221 W 9th St#848, Wilmington, Delaware 19801 |
| (b) | in the case of the Pledgees, to: |
| Mr. Wellen Sham | ||
| I9/F, No.654 Guangfu South Road, Da’an District, Taipei, | ||
| Taiwan, Republic of China | ||
| with a copy to: | Guy P Lander, Esq. | |
| c/o Carter Ledyard & Milburn LLP 28 Liberty Street | ||
| New York, NY 10005 email: lander@clm.com |
Notice shall be deemed to have been received by a party within 3 Business Days of delivery to the applicable address contemplated above. Notices by facsimile transmission shall be deemed to have been given upon receipt thereof at the address indicated above.
22. Amendments, Etc. No amendment, modification, termination or waiver of any provision of this Agreement nor consent to any departure by Pledger therefrom, shall in any event be effective unless the same shall be in writing and signed by the Pledgees and Pledgor. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specified purpose for which given.
23. Headings. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.
24. Counterparts. This Agreement may be executed in any number of counterparts, including by signatures delivered electronically (including .pdf), and shall be deemed original all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.
25. Entire Agreement. This Agreement, together with any other agreements executed in connection herewith, including the other documents referred to herein and therein, embody the entire agreement and understanding among Pledgor and Pledgees and supersedes all prior oral and written agreements and understandings among Pledgor and Pledgees relating to the subject matter hereof.
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Pledger and Pledgees have signed this Stock Pledge Agreement as of May 29, 2026.
| PLEDGOR: | Thunder Power AI Subsidiary, Inc. | |
| by: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Director | |
| PLEDGEES: | ||
| /s/ Wellen Sham | ||
| Wellen Sham | ||
| /s/ Ling Houng Sham | ||
| Ling Houng Sham | ||
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Exhibit 10.34
INDEX OF PROMISSORY NOTES, AMENDMENT AND RELATED ALLONGES
A. Promissory Notes and Related Allonges
| Order | Filing description | Ordering |
| 1 | Promissory Note dated January 13, 2025; Note No. TPH 1.05; U.S. $100,000; payable to Wellen Sham. | |
| 2 | Allonge to the January 13, 2025 Promissory Note (U.S. $100,000; Wellen Sham) | Placed immediately after the related note. |
| 3 | Promissory Note dated February 18, 2025; Note No. TPH 1.06; U.S. $271,440; payable to Wellen Sham. | |
| 4 | Allonge to the February 18, 2025 Promissory Note (U.S. $271,440; Wellen Sham). | Placed immediately after the related note. |
| 5 | Promissory Note dated March 13, 2025; Note No. TPH 1.07; U.S. $120,030; payable to Wellen Sham. | |
| 6 | Allonge to the March 13, 2025 Promissory Note (U.S. $120,030; Wellen Sham). | Placed immediately after the related note. |
| 7 | Promissory Note dated March 28, 2025; Note No. TPH 1.08; U.S. $100,000; payable to Sham Ling Houng. | |
| 8 | Allonge to the March 28, 2025 Promissory Note (U.S. $100,000; Ling Houng Sham). | Placed immediately after the related note. |
| 9 | Promissory Note dated April 3, 2025; Note No. TPH 1.09; U.S. $134,000; payable to Wellen Sham. | |
| 10 | Allonge to the April 3, 2025 Promissory Note (U.S. $134,000; Wellen Sham). | Placed immediately after the related note. |
| 11 | Promissory Note dated May 16, 2025; Note No. TPH 1.10; U.S. $140,000; payable to Wellen Sham. | |
| 12 | Allonge to the May 16, 2025 Promissory Note (U.S. $140,000; Wellen Sham). | Placed immediately after the related note. |
| 13 | Promissory Note dated May 30, 2025; Note No. TPH 1.11; U.S. $16,020; payable to Wellen Sham. | |
| 14 | Allonge to the May 30, 2025 Promissory Note (U.S. $16,020; Wellen Sham). | Placed immediately after the related note. |
| 15 | Promissory Note dated June 26, 2025; Note No. TPH 1.12; U.S. $150,000; payable to Wellen Sham. | |
| 16 | Allonge to the June 26, 2025 Promissory Note (U.S. $150,000; Wellen Sham). | Placed immediately after the related note. |
| 17 | Promissory Note dated July 25, 2025; Note No. TPH 1.13; stated original principal amount U.S. $111,596; payable to Wellen Sham. | |
| 18 | Amendment dated January 13, 2026 to the July 25, 2025 Promissory Note, reducing the principal balance from U.S. $111,596 to U.S. $87,773. | Placed after the original note and before the related allonge. |
| 19 | Allonge to the July 25, 2025 Promissory Note, as amended January 13, 2026 (U.S. $87,773; Wellen Sham). | Placed after the note and its amendment. |
| 20 | Promissory Note dated August 26, 2025; Note No. TPH 1.14; U.S. $120,000; payable to Wellen Sham. | |
| 21 | Allonge to the August 26, 2025 Promissory Note (U.S. $120,000; Wellen Sham). | Placed immediately after the related note. |
| 22 | Promissory Note dated September 10, 2025; Note No. TPH 1.15; U.S. $50,000; payable to Wellen Sham. | |
| 23 | Allonge to the September 10, 2025 Promissory Note (U.S. $50,000; Wellen Sham). | Placed immediately after the related note. |
| 24 | Promissory Note dated November 6, 2025; Note No. TPH 1.16; U.S. $120,000; payable to Wellen Sham. | |
| 25 | Allonge to the November 6, 2025 Promissory Note (U.S. $120,000; Wellen Sham). | Placed immediately after the related note. |
| 26 | Promissory Note dated December 4, 2025; Note No. TPH 1.17; U.S. $40,000; payable to Wellen Sham. | |
| 27 | Allonge to the December 4, 2025 Promissory Note (U.S. $40,000; Wellen Sham). | Placed immediately after the related note. |
| 28 | Promissory Note dated February 10, 2026; Note No. TPH 1.18; U.S. $150,000; payable to Wellen Sham. | |
| 29 | Allonge to the February 10, 2026 Promissory Note (U.S. $150,000; Wellen Sham). | Placed immediately after the related note. |
| 30 | Promissory Note dated March 26, 2026; Note No. TPH 1.19; U.S. $200,000; payable to Wellen Sham. | |
| 31 | Allonge to the March 26, 2026 Promissory Note (U.S. $200,000; Wellen Sham). | Placed immediately after the related note. |
| 32 | Promissory Note dated April 28, 2026; Note No. TPH 1.20; U.S. $47,000; payable to Wellen Sham. | |
| 33 | Allonge to the April 28, 2026 Promissory Note (U.S. $47,000; Wellen Sham). | Placed immediately after the related note. |
| 34 | Promissory Note dated May 19, 2026; Note No. TPH 1.21; U.S. $125,000; payable to Wellen Sham. | |
| 35 | Allonge to the May 19, 2026 Promissory Note (U.S. $125,000; Wellen Sham). | Placed immediately after the related note. |
B. Allonges with filing reference of related Promissory Notes
| Order | Filing description | SEC link |
| 36 | Allonge to Promissory Note dated May 22, 2024 (outstanding principal balance U.S. $100,000; Ling Houng Sham; maker originally Feutune Light Acquisition Corp.). | SEC Exhibit 10.2 — May 22, 2024 Promissory Note |
| 37 | Allonge to Promissory Note dated June 18, 2024 (U.S. $100,000; Ling Houng Sham; maker originally Thunder Power Holdings Limited). | |
| 38 | Allonge to Promissory Note dated June 18, 2024 (U.S. $260,000; Wellen Sham; maker originally Thunder Power Holdings Limited). | |
| 39 | Allonge to Promissory Note dated June 21, 2024 (outstanding principal balance U.S. $300,000; Wellen Sham; maker originally Feutune Light Acquisition Corp.). | SEC Exhibit 10.6 — June 21, 2024 Promissory Note |
| 40 | Allonge to Promissory Note dated September 11, 2024 (U.S. $350,060 stated in instrument; Wellen Sham). | SEC Exhibit 10.3 — September 11, 2024 Promissory Note |
| 41 | Allonge to Promissory Note dated October 16, 2024 (U.S. $100,000; Wellen Sham). | SEC Exhibit 10.4 — October 16, 2024 Promissory Note |
| 42 | Allonge to Promissory Note dated November 13, 2024 (U.S. $121,500; Wellen Sham). | SEC Exhibit 10.24 — November 13, 2024 Promissory Note |
| 43 | Allonge to Promissory Note dated December 10, 2024 (U.S. $120,000; Wellen Sham). | SEC Exhibit 10.25 — December 10, 2024 Promissory Note |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $100,000
Dated: January 13, 2025
Note No. TPH 1.05
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred Thousand U.S. Dollars (U.S. $100,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
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(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
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or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
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The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED January 13, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$100,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to January 13, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 4 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER: | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $271,440
Dated: February 18, 2025
Note No. TPH 1.06
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of Two Hundred and Seventy One Thousand Four Hundred and Forty U.S. Dollars (U.S. $271,440), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
3
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED February 18, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$271,440.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to February 18, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Patties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 4 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph I above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $120,030
Dated: March 13, 2025
Note No. TPH 1.07
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred Twenty Thousand and Thirty U.S. Dollars (U.S. $120,030), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
2
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
3
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED March 13, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$120,030.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to March 13, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 4 of the Promissory Note with respect to the existing Event of Default described in Section l(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable Jaw. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $100,000
Dated: March 28, 2025
Note No. TPH 1.08
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Sham Ling Houng (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred Thousand U.S. Dollars (U.S. $100,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Sham Ling Houng
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
shamlingol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
3
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
| MAKER: | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO | |
| PAYEE: | ||
| SHAM Ling Houng | ||
| By: | /s/ SHAM Ling Houng | |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED March 28, 2025, (the “Promissory Note”),
Payable to the order of
Sham Ling Houng (whose legal name is “Ling Houng Sham”) (the “Holder”)
in the original principal amount of
US$100,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to March 28, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 4 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Sham Ling Houng | |
| Sham Ling Houng | |
| (Legal name: Ling Houng Sham) |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $134,000
Dated: April 3, 2025
Note No. TPH 1.09
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred Thirty Four Thousand U.S. Dollars (U.S. $134,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
3
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED April 3, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$134,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to April 3, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 4 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $140,000
Dated: May 16, 2025
Note No. TPH 1.10
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred and Forty Thousand U.S. Dollars (U.S. $140,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
2
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
3
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
| 5 |
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED May 16, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$ l40,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to May 16, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that ce1iain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promisso1y Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 4 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $16,020
Dated: May 30, 2025
Note No. TPH 1.11
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of Sixteen Thousand and Twenty U.S. Dollars (U.S. $16,020), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
| 6 |
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
| 7 |
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
| 8 |
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
| 9 |
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
| 10 |
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED May 30, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$16,020.00
The terms of the Promissory Nate to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promisso1y Note is hereby extended to May 30, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $150,000
Dated: June 26, 2025
Note No. TPH 1.12
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred and Fifty Thousand U.S. Dollars (U.S. $150,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
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(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
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10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
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The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED June 26, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$150,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to June 26, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that ce1iain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $111,596
Dated: July 25, 2025
Note No. TPH 1.13
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred and Eleven Thousand Five Hundred and Ninety-Six U.S. Dollars (U.S. $111,596), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St PMB 416
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
3
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
THUNDER POWER HOLDINGS, INC.
AMENDMENT TO PROMISSORY NOTE
This AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into as of January 13, 2026, by and between:
| (1) | Thunder Power Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or “Company”); and |
| (2) | Wellen Sham (the “Holder”). |
The Maker and the Holder are each referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties entered into that certain Promissory Note dated July 25, 2025, issued by the Maker to the Holder, with Note No. TPH 1.13, in the original principal amount of U.S. $111,596 (the “Original Note”);
WHEREAS, the Parties have determined that the Principal Balance stated in the Original Note is incorrect, as it included an amount of U.S. $23,823 purportedly for a Delaware Franchise Tax payment that was not, in fact, paid;
WHEREAS, the Parties mutually agree to correct the Principal Balance of the Original Note to reflect the accurate amount; and
WHEREAS, the Parties desire to amend the Original Note as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. AMENDMENT TO PRINCIPAL BALANCE
| a. | The first paragraph of the Original Note, which reads: |
“Principal Amount: U.S. $111,596”
is hereby deleted in its entirety and replaced with the following:
“Principal Amount: U.S. $87,773”
| b. | The recital of the principal amount in the body of the Original Note, which reads: |
“the principal balance (the “Principal Balance”) of One Hundred and Eleven Thousand Five Hundred and Ninety-Six U.S. Dollars (U.S.$111,596)”
is hereby deleted in its entirety and replaced with the following:
“the principal balance (the “Principal Balance”) of Eighty-Seven Thousand Seven Hundred and Seventy-Three U.S. Dollars (U.S.$87,773)”
2. CONFIRMATION OF OTHER TERMS
Except as expressly amended by this Amendment, all other terms, conditions, covenants, representations, warranties, and provisions of the Original Note shall remain in full force and effect, unamended and unmodified. All references in the Original Note to “this Note” shall henceforth be deemed to refer to the Original Note as amended by this Amendment.
3. ENTIRE AGREEMENT; COUNTERPARTS
This Amendment, together with the Original Note as amended hereby, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, negotiations, and agreements. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart signature page of this Amendment by email (e.g., PDF) or other electronic means shall be as effective as delivery of a manually executed original.
4. GOVERNING LAW; JURY TRIAL WAIVER
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles. The Parties hereby irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, for any dispute arising out of or relating to this Amendment. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT.
5. EFFECTIVENESS
This Amendment shall become effective upon the execution and delivery by both Parties.
[signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Amendment to Promissory Note as of the date first written above.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to Amendment to Promissory Note]
3
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED July 25, 2025, as amended January 13, 2026, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$87,773.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to July 25, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original execnted copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $120,000
Dated: August 26, 2025
Note No. TPH 1.14
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred and Twenty Thousand U.S. Dollars (U.S. $120,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
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(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St PMB 416
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
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9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED August 26, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$120,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to August 26, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER: | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $50,000
Dated: September 10, 2025
Note No. TPH 1.15
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of Fifty Thousand U.S. Dollars (U.S. $50,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
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(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St PMB 416
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
3
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED September 10, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$50,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to September 10, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $120,000
Dated: November 6, 2025
Note No. TPH 1.16
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred and Twenty Thousand U.S. Dollars (U.S. $120,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
2
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St PMB 416
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
3
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
| MAKER: | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO | |
| PAYEE: | ||
| Wellen Sham | ||
| By: | /s/ Wellen Sham | |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED November 6, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$l20,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to November 6, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4, By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $40,000
Dated: December 4, 2025
Note No. TPH 1.17
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of Forty Thousand U.S. Dollars (U.S. $40,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St PMB 416
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
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10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED December 4, 2025, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$40,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to June 4, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning aserihed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $150,000
Dated: February 10, 2026
Note No. TPH 1.18
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred and Fifty Thousand U.S. Dollars (U.S. $150,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St PMB 416
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
3
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
| PAYEE: | ||
| Wellen Sham | ||
| By: | /s/ Wellen Sham | |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED February 10, 2026, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$ l50,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to February 10, 2028 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $200,000
Dated: March 26, 2026
Note No. TPH 1.19
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of Two Hundred Thousand U.S. Dollars (U.S. $200,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St PMB 416
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
3
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED March 26, 2026, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$200,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to March 26, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $47,000
Dated: April 28, 2026
Note No. TPH 1.20
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of Forty-Seven Thousand U.S. Dollars (U.S. $47,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St PMB 416
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
3
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Mant | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED April 28, 2026, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$47,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to April 28, 2028 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $125,000
Dated: May 19, 2026
Note No. TPH 1.21
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred and Twenty-Five Thousand U.S. Dollars (U.S. $125,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 8.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
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(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St PMB 416
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
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10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
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The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
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ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED May 19, 2026, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$125,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. In consideration of the Holder’s agreement to extend the Maturity Date and the Maker’s contemporaneous entry into the Security Agreement, the Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to May 19, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: up to US$100,000
Dated: May 22, 2024
FOR VALUE RECEIVED, Feutune Light Acquisition Corporation (the “Maker” or the “Company”) promises to pay to the order of Ling Houng Sham (the “Payee”), for the outstanding principal balance (the “Outstanding Principal Balance”) up to One Hundred Thousand US Dollars (US$100,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this note (the “Note”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the certain Agreement and Plan of Merger dated October 26, 2023, as amended by the certain Amendment to Agreement and Plan of Merger dated March 19, 2024 and Amendment No.2 to Agreement and Plan of Merger dated April 5, 2024, by and among the Maker, Thunder Power Holdings Limited (“Thunder Power”) and Feutune Light Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Maker (as amended, the “Merger Agreement”).
1. Principal. The Outstanding Principal Balance of this Note shall be payable by the Maker to the Payee in full upon the earlier to occur of (i) the date on which the Maker consummates a business combination or merger with Thunder Power which is a qualified target company (as described in its Prospectus (as defined below)) (the “Business Combination”) pursuant to a merger agreement (the “Merger Agreement”), and (ii) the date of expiry of the term of the Maker (each such date, the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Purpose of the Note. The proceeds of this Note are for the purpose paying the Maker’s general corporate expenses.
3. Repayment; Extension. The Payee, in her sole discretion, may determine that the repayment of the Outstanding Principal Balance be in cash, or in conversion pursuant to Section 4, on the Maturity Date.
4. Conversion Rights. The Payee has the right, but not the obligation, to convert this Note including the outstanding principal and accrued interests, in whole or in part, into private units (the “Units”) of the Maker, each consisting of one share of Class A common stock, one warrant and one right to receive one-tenth (1/10) of one share of Class A common stock of the Maker, that are identical to the public units of the Maker, as described in the Prospectus of the Maker (File Number 333-264221) (the “Prospectus”), by providing the Maker with written notice of its intention to convert this Note at least two business days prior to the closing of the Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the Outstanding Principal Balance payable to such Payee by (y) $10.00.
a. Fractional Units. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Shares to which Payee would otherwise be entitled, the Maker will pay to Payee in cash the amount of the unconverted Outstanding Principal Balance of this Note that would otherwise be converted into such fractional Unit.
b. Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this Note at least two business days prior to the closing of the Business Combination, this Note shall be deemed to be converted on such closing date. At its expense, the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of the Business Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in her conversion notice, a certificate or certificates for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units as described herein.
5. Interest. This Note bears interest at a rate per annum equal to 8% of the Outstanding Principal Balance, from the date the Outstanding Principal Balance was made until the Outstanding Principal Balance is paid in full.
6. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and expenses, then to the payment in full of any late charges, and finally to the reduction of the Outstanding Principal Balance of this Note.
7. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure to Make Required Payments. Failure by the Maker to pay the Outstanding Principal Balance due pursuant to this Note more than 5 business days after the Maturity Date.
b. Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.
c. Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
d. Breach of Other Obligations. The Maker fails to perform or comply with any one or more of its obligations under this Note including the application of the proceeds of the Note to fund any other activities of the Maker other than the monthly extension payments.
e. Cross Default. Any present or future indebtedness of the Maker in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any event of default, or any such indebtedness is not paid when due or, as the case may be, within any applicable grace period.
f. Enforcement Proceedings. A distress, attachment, execution or other legal process is levied or enforced on or against any assets of the Maker which is not discharged or stayed within 30 days.
g. Unlawfulness and Invalidity. It is or becomes unlawful for the Maker to perform any of its obligations under this Note, or any obligations of the Maker under this Note are not or cease to be legal, valid, binding or enforceable.
8. Remedies.
a. Upon the occurrence of an Event of Default specified in Section 7(a) and 7(d) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the Outstanding Principal Balance of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same to the contrary.
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b. Upon the occurrence of an Event of Default specified in Sections 7(b), 7(c), 7(e), 7(f) and 7(g) hereof, the Outstanding Principal Balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
9. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payee all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Payee after payment of all such Taxes shall be not less than the full amount provided hereunder.
10. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
11. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York, the British Virgin Islands, Hong Kong or Taiwan for general banking business.
12. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address most recently provided in writing to such party or such other address as may be designated in writing by such party, (ii) by fax to the number most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii) by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally, (b) only if the receipt is acknowledged, the day after such receipt, if sent by fax or email, (c) the business day after delivery to an overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified mail.
13. Construction. This Note shall be construed and enforced in accordance with the laws of New York, without regard to conflict of law provisions thereof.
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14. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker, as described in greater detail in the Prospectus filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”) set aside for the benefit of the public shareholders of the Maker and the underwriters of the IPO pursuant to the Investment Management Trust Agreement (as defined in the Prospectus), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from such sums in the Trust Account Funds. If Maker does not consummate the Business Combination, this Note shall be repaid from amounts remaining in the Trust Account Funds after the payment of the public shareholders and the underwriters of the IPO, if any, and from the proceeds of the sale of securities in a private placement if any as described in greater detail in Section 7.5 of the Merger Agreement. If Maker consummates any business combination with any target company, this Note shall be repaid from the proceeds of such business combination in the form determined by the Payee in her sole discretion.
15. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
16. Assignment. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Payee and her successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. The Payee may at any time without the consent of or notice to the Maker assign to one or more entities all or a portion of her rights under this Note.
[signature page follows]
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The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Feutune Light Acquisition Corporation, if prior to the Merger Effective Time
or
PubCo, if after the Merger Effective Time
| By: | /s/ Yuanmei Ma | |
| Name: | Yuanmei Ma | |
| Title: | Chief Financial Officer |
PAYEE:
Ling Houng Sham
| By: | /s/ Ling Houng Sham | |
| Name: | Ling Houng Sham |
[signature page to the promissory note]
ALLONGE
ALLONGE TO PROMISSORY NOTE OF FEUTUNE LIGHT ACQUISITION CORP. (now THUNDER POWER HOLDINGS, INC., the “Maker”) DATED May 22, 2024, (the “Promissory Note”),
Payable to the order of
Ling Houng Sham (the “Holder”)
for the outstanding principal balance of
US$100,000.00
The parties acknowledge and agree that, in accordance with the terms of the Promissory Note, and upon consummation of the Business Combination on June 21, 2024, the Maker is Thunder Power Holdings, Inc. (formerly known as Feutune Light Acquisition Corp.).
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to May 22, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Outstanding Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 8 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Ling Houng Sham | |
| Ling Houng Sham |
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS LIMITED (now THUNDER POWER AI SUBSIDIARY, INC., the “Maker”) DATED June 18, 2024, (the “Promissory Note”),
Payable to the order of
Mrs. Sham Ling Houng (whose legal name is “Ling Houng Sham”) (the “Holder”)
in the original principal amount of
US$100,000.00
The parties acknowledge and agree that, upon consummation of the Business Combination on June 21, 2024, Thunder Power Holdings Limited merged with and into Feutune Light Merger Sub, Inc. with Feutune Light Merger Sub, Inc. continuing as the surviving corporation. Feutune Light Merger Sub, Inc. has since changed its name to Thunder Power AI Subsidiary, Inc. Accordingly, the Maker is Thunder Power AI Subsidiary, Inc. as successor by merger to Thunder Power Holdings Limited, and an affiliate of Thunder Power Holdings, Inc.
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to June 18, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Outstanding Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The parties acknowledge that the obligations under the Promissory Note constitute “Secured Obligations” (as defined in that certain Security |
Agreement dated as of May 29, 2026) secured by the security interest granted by Thunder Power Holdings, Inc., as Grantor, in favor of Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”).
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 8 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as (i) Thunder Power Holdings, Inc. has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) the Maker is not otherwise in default and no other Event of Default exists, and (iii) the Maker pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power AI Subsidiary, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Mrs. Sham Ling Houng | |
| Mrs. Sham Ling Houng | |
| (Legal name: Ling Houng Sham) |
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS LIMITED (now THUNDER POWER AI SUBSIDIARY, INC., the “Maker”) DATED June 18, 2024, (the “Promissory Note”),
Payable to the order of
Wellen Sham (the “Holder”)
in the original principal amount of
US$260,000.00
The parties acknowledge and agree that, upon consummation of the Business Combination on June 21, 2024, Thunder Power Holdings Limited merged with and into Feutune Light Merger Sub, Inc. with Feutune Light Merger Sub, Inc. continuing as the surviving corporation. Feutune Light Merger Sub, Inc. has since changed its name to Thunder Power AI Subsidiary, Inc. Accordingly, the Maker is Thunder Power AI Subsidiary, Inc. as successor by merger to Thunder Power Holdings Limited, and an affiliate of Thunder Power Holdings, Inc.
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to June 18, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Outstanding Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The parties acknowledge that the obligations under the Promissory Note constitute “Secured Obligations” (as defined in that certain Security Agreement dated as of May 29, 2026) secured by the security interest granted by Thunder Power Holdings, Inc., as Grantor, in favor of Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 8 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as (i) Thunder Power Holdings, Inc. has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) the Maker is not otherwise in default and no other Event of Default exists, and (iii) the Maker pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power AI Subsidiary, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: up to US$300,000
Dated: June 21, 2024
FOR VALUE RECEIVED, Feutune Light Acquisition Corporation, if prior to the Closing Date (as such term is defined in the Merger Agreement (as defined below)), or the Surviving Corporation (as such term is defined in the Merger Agreement), if after the Closing Date (the “Maker” or the “Company”) promises to pay to the order of Wellen Sham (the “Payee”), the outstanding principal balance (the “Outstanding Principal Balance”) up to Three Hundred Thousand US Dollars (US$300,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this note (the “Note”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the certain Agreement and Plan of Merger dated October 26, 2023, as amended by that certain Amendment to Agreement and Plan of Merger dated March 19, 2024, by and among the Maker, the Payee and Feutune Light Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Maker (as amended, the “Merger Agreement”).
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Payee upon the earlier of (such date, the “Maturity Date”): (a) 90 days after the date on which the Maker consummates a business combination or merger with a qualified target company (as described in its Prospectus (as defined below) ) (a “Business Combination”) , and (b) the date of the liquidation of the Maker. The principal balance may be prepaid at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”) of the Maker, each consisting of one share of Class A common stock, one warrant and one right to receive one-tenth (1/10) of one share of Class A common stock of the Maker, that are identical to the public units of the Maker, as described in the Prospectus of the Maker (File Number 333-264221) (the “Prospectus”), by providing the Maker with written notice of its intention to convert this Note at least two business days prior to the closing of the Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the Outstanding Principal Balance payable to such Payee by (y) $10.00.
a. Fractional Units. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Shares to which Payee would otherwise be entitled, the Maker will pay to Payee in cash the amount of the unconverted Outstanding Principal Balance of this Note that would otherwise be converted into such fractional Unit.
b. Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this Note at least two business days prior to the closing of the Business Combination, this Note shall be deemed to be converted on such closing date. At its expense, the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of the Business Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate or certificates for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units as described herein.
3. Interest. This Note bears interest at a rate per annum equal to 10.00% of the Outstanding Principle Balance, from the date hereof until the Outstanding Principle Balance is paid in full.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and expenses, then to the payment in full of any late charges, and finally to the reduction of the Outstanding Principal Balance of this Note.
5. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure to Make Required Payments. Failure by the Maker to pay the Outstanding Principal Balance due pursuant to this Note more than 5 business days after the Maturity Date.
b. Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.
c. Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
d. Breach of Other Obligations. The Maker fails to perform or comply with any one or more of its obligations under this Note including the application of the proceeds of the Note to fund any other activities of the Maker other than the monthly extension payments.
e. Cross Default. Any present or future indebtedness of the Maker in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any event of default, or any such indebtedness is not paid when due or, as the case may be, within any applicable grace period.
f. Enforcement Proceedings. A distress, attachment, execution or other legal process is levied or enforced on or against any assets of the Maker which is not discharged or stayed within 30 days.
g. Unlawfulness and Invalidity. It is or becomes unlawful for the Maker to perform any of its obligations under this Note, or any obligations of the Maker under this Note are not or cease to be legal, valid, binding or enforceable.
6. Remedies.
a. Upon the occurrence of an Event of Default specified in Section 7(a) and 7(d) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the Outstanding Principal Balance of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same to the contrary.
b. Upon the occurrence of an Event of Default specified in Sections 7(b), 7(c), 7(e), 7(f) and 7(g) hereof, the Outstanding Principal Balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
7. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payee all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Payee after payment of all such Taxes shall be not less than the full amount provided hereunder.
2
8. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
9. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York, the British Virgin Islands, Hong Kong or Taiwan for general banking business.
10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address most recently provided in writing to such party or such other address as may be designated in writing by such party, (ii) by fax to the number most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii) by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally, (b) only if the receipt is acknowledged, the day after such receipt, if sent by fax or email, (c) the business day after delivery to an overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified mail.
11. Construction. This Note shall be construed and enforced in accordance with the laws of New York, without regard to conflict of law provisions thereof.
12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker, as described in greater detail in the Prospectus filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”) set aside for the benefit of the public shareholders of the Maker and the underwriters of the IPO pursuant to the Investment Management Trust Agreement (as defined in the Prospectus), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from such sums in the Trust Account Funds. If Maker does not consummate the Business Combination, this Note shall be repaid from amounts remaining in the Trust Account Funds after the payment of the public shareholders and the underwriters of the IPO, if any, and from the proceeds of the sale of securities in a private placement if any as described in greater detail in Section 7.5 of the Merger Agreement. If Maker consummates any business combination with any target company, this Note shall be repaid from the proceeds of such business combination in the form determined by the Payee in its sole discretion.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Payee and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. The Payee may at any time without the consent of or notice to the Maker assign to one or more entities all or a portion of its rights under this Note.
[signature page follows]
3
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
| MAKER: | ||
| Feutune Light Acquisition Corporation | ||
| By: | /s/ Yuanmei Ma | |
| Name: | Yuanmei Ma | |
| Title: | CFO | |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
4
ALLONGE
ALLONGE TO PROMISSORY NOTE OF FEUTUNE LIGHT ACQUISITION CORP. (now THUNDER POWER HOLDINGS, INC., the “Maker”) DATED June 21, 2024, (the “Promissory Note”),
Payable to the order of
Wellen Sham (the “Holder”)
for the outstanding principal balance of
US$300,000.00
The parties acknowledge and agree that, in accordance with the terms of the Promissory Note, and upon consummation of the Business Combination on June 21, 2024, the Maker is Thunder Power Holdings, Inc. (formerly known as Feutune Light Acquisition Corp.).
The terms of the Promissory Note to which this Allonge is appended are hereby an1ended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to June 21, 2027 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Outstanding Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 6 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $350,060
Dated: September 11, 2024
Note No. TPH 1.01
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of Three Hundred fifty Thousand and Sixty U.S. Dollars (U.S. $350,060), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 10.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
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(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
(a) If to Company, to:
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Yuanmei Ma, Chief Financial Officer
E-mail: sunnymei2005@gmail.com
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
(b) If to Holder, to:
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
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10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
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The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
Thunder Power Holdings, Inc.
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO |
PAYEE:
Wellen Sham
| By: | \s\ Wellen Sham |
[signature page to the promissory note]
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED September 11, 2024, (the “Promissory Note”).
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$350,060.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to September 11, 2026 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promisso1y Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 4 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE OTHER SECURITIES THAT MAY BE ISSUED IN CONNECTION WITH THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THUNDER POWER HOLDINGS, INC.
PROMISSORY NOTE
Principal Amount: U.S. $100,000
Dated: October 16, 2024
Note No. TPH 1.02
FOR VALUE RECEIVED, Thunder Power Holdings. Inc., a corporation organized under the laws of the State of Delaware (the “Maker” or the “Company”), hereby promises to pay to the order of Wellen Sham (the “Holder”) the principal balance (the “Principal Balance”) of One Hundred Thousand U.S. Dollars (U.S. $100,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The Principal Balance of this Note shall be payable by the Maker to the Holder (such date, the “Maturity Date”) 365 days after the date of this Note. The Maturity Date may be extended at the option of the Holder. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest Rate. Interest shall accrue on the outstanding Principal Balance hereof at an annual rate equal to 10.00% (the “Interest Rate”). The Interest Rate shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
3. Events of Default. The following shall constitute an event of default (each, an “Event of Default”):
a. Failure by the Maker to pay the outstanding Principal Balance and Interest or other amounts due pursuant to this Note more than five (5) Business Days after the Maturity Date.
b. The Company shall commence, or there shall be commenced against the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing.
4. Remedies. Upon the occurrence of an Event of Default specified in Section 3 hereof, the Holder may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the outstanding Principal Balance of this Note, including Interest and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.
5. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Holder all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Holder after payment of all such Taxes shall be not less than the full amount provided hereunder.
6. Choice of Law; Venue; Waiver of Jury Trial.
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company and Holder agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder, or by the Holder against the Company, in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company and Holder each irrevocably and unconditionally agree that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the other Party arising out of or based upon this Note or any matter relating to this Note, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
2
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE. THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in New York City, New York or Taiwan for general banking business.
8. Notices. All notices, consents, waivers or other communications required or permitted to be given under the terms of this Note shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies, such as out-of-office notifications)), or by registered or certified mail (postage paid, return receipt requested) (upon receipt thereof) to the other Party as follows:
| (a) | If to Company, to: |
Thunder Power Holdings, Inc.
221 W 9th St #848
Wilmington, Delaware 19801
Attn: Ho Pok Man, Interim Chief Financial Officer
E-mail: simon.ho@aiev.ai
with a copy (which shall not constitute notice) to:
Pryor Cashman LLP
7 Times Sq 40th Floor,
New York, NY 10036 Attn: Elizabeth F. Chen, Esq.
E-mail: echen@pryorcashman.com
| (b) | If to Holder, to: |
Wellen Sham
19/F, No. 654 Guangfu South Road, Da’an District
Taipei, Taiwan, Republic of China
wellenol@protonmail.com
or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
9. Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
3
10. Amendment. Any amendment hereto may be made with, and only with, the written consent of the Maker and the Holder.
11. Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
12. Assignment or Transfer. This Note shall be binding upon the Maker and its successors and assignees and is for the benefit of the Holder and its successors and assignees, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. If this Note is to be transferred or assigned by the Holder, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered in the name of the registered transferee or assignee, representing the outstanding Principal Balance being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal Balance is being transferred, a new Note to the Holder representing the outstanding Principal Balance not being transferred.
[signature page follows]
4
The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Ho Pok Man | |
| Name: | Ho Pok Man | |
| Title: | Interim CFO | |
PAYEE:
Wellen Sham
| By: | /s/ Wellen Sham |
[signature page to the promissory note]
5
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED October 16, 2024, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$100,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to October 16, 2026 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 4 of the Promissory Note with respect to the existing Event of Default described in Section l(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph l above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
ALLONGE
ALLONGE TO PROMISSORY NOTE OF THUNDER POWER HOLDINGS, INC. (“Maker”) DATED December 10, 2024, (the “Promissory Note”),
Payable to the order of
WELLEN SHAM (the “Holder”)
in the original principal amount of
US$120,000.00
The terms of the Promissory Note to which this Allonge is appended are hereby amended as follows:
1. The Promissory Note is amended as follows:
| a) | The “Maturity Date” of the Promissory Note is hereby extended to December 10, 2026 (the “New Maturity Date”), and all references in the Promissory Note to the date on which the Principal Balance is due shall be deemed to refer to the New Maturity Date. For the avoidance of doubt, interest shall continue to accrue in accordance with the Promissory Note through and including the New Maturity Date. |
| b) | The Maker and Holder acknowledge that, as of May 29, 2026, the obligations under the Promissory Note are secured pursuant to that certain Security Agreement by and among the Maker, as Grantor, and Wellen Sham and Ling Houng Sham, as Secured Parties (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Security Agreement”). |
| c) | Solely to the extent that, prior to the Effective Date (as defined below), an Event of Default existed under the Promissory Note by reason of non-payment at the Promissory Note’s original Maturity Date, such Event of Default is hereby waived as of the Effective Date. No other Default or Event of Default under the Promissory Note is waived or modified by this Allonge. |
| d) | From the Effective Date (as defined below) until the New Maturity Date, the Holder will not exercise the remedies set forth in Section 4 of the Promissory Note with respect to the existing Event of Default described in Section 1(c) above, so long as the Maker (i) has executed the Security Agreement and any related or ancillary agreements related thereto, (ii) is not otherwise in default and no other Event of Default exists, and (iii) pays current interest and any agreed fees when due. The forbearance described in this Section 1(d) shall end automatically if any of the foregoing conditions is not met and the Holder’s rights and remedies shall be fully available under the Promissory Note, this Allonge and applicable law. |
2. Effective Date. The amendments set forth in paragraph 1 above will become effective on the date (the “Effective Date”) that (i) the Maker has executed this Allonge and (ii) the Holder has received and accepted delivery of the executed Allonge and counter-signed below.
3. The Promissory Note to which this Allonge is appended shall continue in full force and effect as modified hereby. In the event of any conflict between the terms of the Promissory Note and this Allonge, the terms of this Allonge shall control. Capitalized terms not defined herein shall have the meaning ascribed to them in the Promissory Note.
4. By its execution of this Allonge where indicated below, the Maker agrees to the amendments to the Promissory Note described herein and the other covenants and agreements contained herein and agrees to attach an original executed copy of this Allonge to the Promissory Note.
[Signature page follows]
Signed the 29th day of May, 2026.
| MAKER | ||
| Thunder Power Holdings, Inc. | ||
| By: | /s/ Pok Man Ho | |
| Name: | Pok Man Ho | |
| Title: | Interim CFO | |
| HOLDER: | |
| Confirmed and Agreed: | |
| /s/ Wellen Sham | |
| Wellen Sham |
Exhibit 10.35
AMENDMENT AGREEMENT
This Amendment Agreement (the “Agreement”) is made and entered into as of June 27, 2025, by and among Thunder Power Holdings Inc. (“TPEV”) and certain shareholders of Electric Power Technology Limited, a company incorporated and publicly listed in Taiwan (the “TW Company Shareholders”)
RECITALS:
WHEREAS, on December 19, 2024, TPEV and the TW Company Shareholders entered into a Share Exchange Agreement (the “SEA”), pursuant to which the TW Company Shareholders agreed to exchange their shares in TW Company for common stock of TPEV (the “Transaction”);
WHEREAS, on February 10, 2025, TPEV and the TW Company Shareholders executed Amendment No. 1 to the SEA (the “Amendment No. 1”), which updated certain terms of the SEA, including the exchange ratio and the total number of shares to be issued in connection with the Transaction;
WHEREAS, on May 14, 2025, TPEV and the TW Company Shareholders (except for two) (together with TPEV, each as a “Party” and collectively as the “Parties”) executed Amendment No. 2 to the SEA (the “Amendment No. 2”), to agree to reduce the number of shares contemplated under the Transaction;
WHEREAS, the Parties now wish to rescind Amendment No. 2 in its entirety and revert to the terms set forth in Amendment No. 1 of the SEA, as if Amendment No. 2 had never been executed, while continuing to honor the agreements made in Amendment No. 1.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth herein and in the SEA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Rescission of Amendment No. 2 |
| (a) | The Parties hereby agree to rescind Amendment No. 2 to the SEA, executed on May 14, 2025, in its entirety. The terms and provisions of Amendment No. 2 shall be deemed void and of no effect as of the date of this Agreement. |
| (b) | As of the date of this Agreement, Amendment No. 2 will be treated as though it was never executed, and the Parties shall have no obligations, liabilities, or rights arising from Amendment No. 2. |
| 2. | Continued Effectiveness of Amendment No. 1 |
| (a) | Notwithstanding the rescission of Amendment No. 2, the Parties acknowledge and agree that Amendment No. 1, executed on February 10, 2025, remains in full force and effect. The terms and conditions of Amendment No. 1 shall continue to apply to the SEA, as though Amendment No. 2 had never been executed. |
| (b) | The Parties shall continue to be bound by and perform in accordance with Amendment No. 1, including the updated exchange ratio and the total number of shares to be issued, as stipulated in that amendment. |
| 3. | No Other Modifications |
| (a) | Except for the rescission of Amendment No. 2, all other terms and provisions of the SEA and Amendment No. 1 shall remain unchanged and in full force and effect. |
| (b) | This Agreement does not amend, modify, or affect any other provisions of the SEA, Amendment No. 1, or any other prior agreements or amendments to the SEA other than Amendment No. 2. |
| 4. | Representations and Warranties |
| (a) | Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder. |
| (b) | The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action. |
| 5. | Miscellaneous |
| (a) | The provisions of Article IX (Miscellaneous Provisions) of the SEA are hereby incorporated by reference into this Amendment, mutatis mutandis. |
| (b) | Entire Agreement: This Agreement, together with the SEA and Amendment No. 1, constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions or agreements, whether written or oral, related to the rescission of Amendment No. 2. |
| (c) | Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. |
[Signature page to follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| THUNDER POWER HOLDINGS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| TW COMPANY SHAREHOLDERS: | ||
| 沈瑋 Wellen Sham | ||
| By: | ||
| Name: | 沈瑋 Wellen Sham | |
| TW COMPANY SHAREHOLDERS: | ||
| 金名公司 Golden Name Investment Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
| TW COMPANY SHAREHOLDERS: | ||
| 祥芳國際股份有限公司Siang Fang International Co., Ltd. | ||
| By: | ||
| Name: | ||
| Title: | ||
| TW COMPANY SHAREHOLDERS: | ||
| 呂采妮 Cai-Ni Lu | ||
| By: | ||
| Name: | 呂采妮 Cai-Ni Lu | |
| TW COMPANY SHAREHOLDERS: | ||
| 沈阿清 A-Qing Shen | ||
| By: | ||
| Name: | 沈阿清 A-Qing Shen | |
| TW COMPANY SHAREHOLDERS: | ||
| 李嘉昌 Jia-Chang Li | ||
| By: | ||
| Name: | 李嘉昌 Jia-Chang Li | |
| TW COMPANY SHAREHOLDERS: | ||
| 渣打國際商業銀行營業部受託保管凱基證券亞洲有限公司投資專戶 KGI Asia Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
| TW COMPANY SHAREHOLDERS: | ||
| 沈周令熊 Ling Houng Sham | ||
| By: | ||
| Name: | 沈周令熊 Ling Houng Sham | |
| TW COMPANY SHAREHOLDERS: | ||
| 立達創新投資股份有限公司 Li Da Innovation Investment Co., Ltd | ||
| By: | ||
| Name: | ||
| Title: | ||
| TW COMPANY SHAREHOLDERS: | ||
| 莊子揚 Chong Tsz Yeung | ||
| By: | ||
| Name: | 莊子揚 Chong Tsz Yeung | |
| TW COMPANY SHAREHOLDERS: | ||
| 林敬堯 Jing-Yao Lin | ||
| By: | ||
| Name: | 林敬堯 Jing-Yao Lin | |
Exhibit 10.36
AMENDMENT AGREEMENT
This Amendment Agreement (the “Agreement”) is made and entered into as of November 25, 2025, by and among Thunder Power Holdings Inc. (“TPEV”) and certain shareholders of Electric Power Technology Limited, a company incorporated and publicly listed in Taiwan (the “TW Company Shareholders”).
RECITALS:
WHEREAS, on December 19, 2024, TPEV and the TW Company Shareholders entered into a Share Exchange Agreement (the “SEA”), pursuant to which the TW Company Shareholders agreed to exchange their shares in TW Company for common stock of TPEV (the “Transaction”);
WHEREAS, on February 10, 2025, TPEV and the TW Company Shareholders executed Amendment No. 1 to the SEA (the “Amendment No. 1”), which updated certain terms of the SEA, including the exchange ratio and the total number of shares to be issued in connection with the Transaction;
WHEREAS, on May 14, 2025, TPEV and the TW Company Shareholders (except for two) executed Amendment No. 2 to the SEA (the “Amendment No. 2”), to agree to reduce the number of shares contemplated under the Transaction;
WHEREAS, on June 27, 2025, TPEV and the TW Company Shareholders executed Amendment No. 3 to the SEA (the “Amendment No. 3”), to rescind Amendment No. 2 in its entirety and revert to the terms set forth in Amendment No. 1;
WHEREAS, the Parties now wish to amend the SEA to extend the outside date for the Closing (as defined in the SEA).
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth herein and in the SEA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Amendment of Closing Date |
Section 1.3 of the SEA is hereby amended
by deleting the phrase “but no later than October 31, 2025 (the “Closing Date”)” and replacing it in its
entirety with the following:
“but no later than October 31, 2026 (the “Closing Date”)”.
| 2. | Continued Effectiveness of the SEA and Prior Amendments |
| (a) | Notwithstanding the amendment set forth herein, the Parties acknowledge and agree that the SEA, as previously amended by Amendment No. 1 and Amendment No. 3, remains in full force and effect. |
| (b) | The Parties shall continue to be bound by and perform in accordance with the terms and conditions of the SEA, as amended by Amendment No. 1 and Amendment No. 3. |
| 3. | No Other Modifications |
| (a) | Except for the amendment set forth in Section 1 hereof, all other terms and provisions of the SEA, Amendment No. 1, and Amendment No. 3 shall remain unchanged and in full force and effect. |
| (b) | This Agreement does not amend, modify, or affect any other provisions of the SEA, Amendment No. 1, Amendment No. 3, or any other prior agreements or amendments to the SEA. |
| 4. | Representations and Warranties |
| (a) | Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder. |
| (b) | The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action. |
| 5. | Miscellaneous |
| (a) | The provisions of Article IX (Miscellaneous Provisions) of the SEA are hereby incorporated by reference into this Amendment, mutatis mutandis. |
| (b) | Entire Agreement: This Agreement, together with the SEA, Amendment No. 1, and Amendment No. 3, constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions or agreements, whether written or oral, related to the extension of the Closing Date. |
| (c) | Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. |
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| THUNDER POWER HOLDINGS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
TW COMPANY SHAREHOLDERS:
| 沈瑋 Wellen Sham | ||
| By: | ||
| Name: | 沈瑋 Wellen Sham | |
TW COMPANY SHAREHOLDERS:
| 金名公司 Golden Name Investment Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
TW COMPANY SHAREHOLDERS:
祥芳國際股份有限公司Siang Fang International Co., Ltd.
| By: | ||
| Name: | ||
| Title: |
TW COMPANY SHAREHOLDERS:
呂采妮 Cai-Ni Lu
| By: | ||
| Name: | 呂采妮 Cai-Ni Lu |
TW COMPANY SHAREHOLDERS:
沈阿清 A-Qing Shen
| By: | ||
| Name: | 沈阿清 A-Qing Shen |
TW COMPANY SHAREHOLDERS:
李嘉昌 Jia-Chang Li
| By: | ||
| Name: | 李嘉昌 Jia-Chang Li |
TW COMPANY SHAREHOLDERS:
渣打國際商業銀行營業部受託保管凱基證券亞洲有限公司投資專戶 KGI Asia Limited
| By: | ||
| Name: | ||
| Title: |
TW COMPANY SHAREHOLDERS:
沈周令熊 Ling Houng Sham
| By: | ||
| Name: | 沈周令熊 Ling Houng Sham |
TW COMPANY SHAREHOLDERS:
楊文慶 Wen-Ching Yang
| By: | ||
| Name: | 楊文慶 Wen-Ching Yang |
TW COMPANY SHAREHOLDERS:
趙元旗 Yuan-Chi Chao
| By: | ||
| Name: | 趙元旗 Yuan-Chi Chao |
TW COMPANY SHAREHOLDERS:
立達創新投資股份有限公司 Li Da Innovation Investment Co., Ltd
| By: | ||
| Name: | ||
| Title: |
TW COMPANY SHAREHOLDERS:
莊子揚 Chong Tsz Yeung
| By: | ||
| Name: | 莊子揚 Chong Tsz Yeung |
TW COMPANY SHAREHOLDERS:
林敬堯 Jing-Yao Lin
| By: | ||
| Name: | 林敬堯 Jing-Yao Lin |
Exhibit 31.1
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
| I, | Christopher Nicoll, certify that: |
| 1. | I have reviewed this report on Form 10-Q of Thunder Power Holdings Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 13, 2026 | ||
| /s/ Christopher Nicoll | ||
| Name: | Christopher Nicoll | |
| Title: | Chief Executive Officer | |
| (principal executive officer) | ||
Exhibit 31.2
CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
| I, | Pok Man Ho, certify that: |
| 1. | I have reviewed this report on Form 10-Q of Thunder Power Holdings Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 13, 2026 | ||
| /s/ Pok Man Ho | ||
| Name: | Pok Man Ho | |
| Title: | Interim Chief Financial Officer | |
| (principal financial officer and principal accounting officer) | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certify, in their capacities as Chief Executive Officer and interim Chief Financial Officer of Thunder Power Holdings Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
| (1) | The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: October 13, 2026
| /s/ Christopher Nicoll | ||
| Name: | Christopher Nicoll | |
| President and Chief Executive Officer | ||
| (principal executive officer) | ||
| /s/ Pok Man Ho | ||
| Name: | Pok Man Ho | |
| Title: | Interim Chief Financial Officer | |
| (principal financial officer and principal accounting officer) | ||
This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.