Thunder Power Holdings, Inc. 8-K

What Happened
Thunder Power Holdings, Inc. (AIEV) announced the completion of a share exchange on April 9, 2026. The Company issued an aggregate of 31,872,768 shares of its common stock to six eligible shareholders of Electric Power Technology Limited in exchange for 26,783,838 ordinary shares of Electric Power Technology, pursuant to the Share Exchange Agreement dated December 19, 2024 (as amended). The issued Shares represented approximately 31.07% of Thunder Power’s total issued and outstanding common stock as of the transaction closing date. The shares were issued as restricted, unregistered securities under the Securities Act and bear restrictive legends.

Key Details

• Shares issued: 31,872,768 common shares issued on April 9, 2026.
• Exchange consideration: 26,783,838 ordinary shares of Electric Power Technology transferred to Thunder Power.
• Ownership impact: Issued Shares represented ~31.07% of the Company’s outstanding common stock at closing.
• Securities treatment & disclosure: Shares issued in an exemption from Securities Act registration and are restricted; completion was announced in a press release (Exhibit 99.1) and disclosed under Regulation FD.

Why It Matters
This filing documents a material equity issuance and ownership change: a significant number of new shares (about 31.9 million) were issued in a share-for-share exchange, increasing the Company’s issued share count and reflecting a meaningful transfer of ownership interest related to Electric Power Technology. Because the shares are restricted and were issued in a transaction exempt from registration, they have transfer limitations. Investors should note the transaction and the Company’s Regulation FD press release for updates, as the change is relevant to share count, ownership structure, and potential future liquidity of those shares.