UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~May 236, ~~2023~~2024

Thunder Energies Corporation

(Exact name of registrant as specified in its charter)

FLFlorida

(State or other jurisdiction of incorporation)

000-54464	45-1967797
(Commission File Number)	(I.R.S. Employer Identification No.)

1100 Peachtree St. NE8, Suite 200, Atlanta, GA 30339

(Address of principal executive offices)

(786) 855-6190

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
None	None	None

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

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. ☐

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		12
EXPLANATORY NOTE		3
Item 1.01	Entry into a Martial Definitive Agreement	5
Item 4.01	Changes in Registrant’s Certifying Accountant	4

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the development of commercially viable pharmaceuticals, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity, our inability to expand our business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification, volatility in the price of our raw materials, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in the section captioned “Risk Factors” and elsewhere in this Report.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.

Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto ~~in this Report~~, and other documents which we may file from time to time with the SEC.

EXPLANATORY NOTE

As used in this Current Report henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms “Thunder Energies,” the “Company,” the “Registrant,” “we,” “us,” and “our” refer to Thunder Energies Corp.~~, after giving effect to the Share Exchange and the Split-Off.~~

~~This~~The ~~Current~~information ~~Report~~contained ~~contains~~in ~~summaries~~this ofCurrent ~~the~~Report ~~material~~constitutes ~~terms~~the ~~of various~~current ~~agreements~~information ~~executed~~necessary into ~~connection~~satisfy ~~with~~ the ~~transactions~~conditions ~~described~~contained ~~herein.~~in ~~The~~Rule ~~summaries~~144(i)(2) ofunder ~~these~~the ~~agreements~~Securities ~~are~~Act ~~subject~~of to1933, ~~and are qualified in their entirety by, reference to these agreements, which are filed~~ as ~~exhibits~~amended ~~hereto~~(the ~~and incorporated herein by reference~~“Securities Act”).

This Current Report is being filed in connection with a series of transactions consummated by the Company and certain related events and actions taken by the Company.

This Current Report responds to the following Items in Form 8-K:

~~Item~~ITEM 14.01. ~~Entry~~Changes ~~into~~in aRegistrant's ~~Martial~~Certifying ~~Definitive Agreement~~Accountant.

~~On October 18, 2023, Thunder Energies Corporation~~ (~~the “Company”) entered into~~ a ~~Land Purchase and Sale Agreement (the “Agreement”~~) toDismissal ~~acquire 65.9 acres~~ of ~~land~~Independent ~~for~~Registered ~~development~~Public inAccounting ~~Commerce, Georgia. The purchase price of the property is $4,942,500.~~Firm

~~The~~On ~~property~~May ~~will~~2, be2024 ~~used~~the Board of Directors of Thunder Energies Corp (the to“Company”) ~~create~~approved athe ~~Bear~~dismissal ~~Village~~of ~~Resort~~Kreit & Chiu CPA LLP (~~www.bearvillageresorts.com~~formerly known as Benjamin & Ko, LLP and Paris, Kreit & Chiu CPA LLP) located in ~~Commerce~~New York, NY who served as the registered accountant since December 8, 2020. The reports by Kreit & Chiu CPA LLP on the Company's consolidated financial statements for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: Kreit & Chiu CPA LLP’s report on the Company’s consolidated financial statements as of and for the years ended December 31, 2023 and 2022, contained a separate paragraph stating that “The accompanying financial statements have been prepared assuming the Company will becontinue ~~depositing~~as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $7516,~~000~~745,786 ~~earnest~~and ~~money~~$7,486,937 ~~within~~at December 31, 2023 and 2022, respectively, a working capital deficit of $9,226,243 and $6,630,894 at December 1431, ~~days~~2023 and 2022, respectively, a net loss of ~~entering~~$9,258,849 and $5,466,473 for the ~~Agreement~~years ended December 31, 2023 and 2022, respectively, and net cash used in operating activities of $1,013,960 and $775,219 for the years ended December 31, 2023 and 2022, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.”

~~The~~During ~~Agreement is~~the ~~attached~~fiscal years ended December 31, 2020, 2021, 2022 and 2023, there have been no “disagreements” (as andefined ~~exhibit~~in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Kreit & Chiu CPA LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to ~~this~~the ~~filing~~satisfaction of Kreit & Chiu CPA LLP would have caused Kreit & Chiu CPA LLP to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2020, 2021, 2022, 2023, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Kreit & Chiu CPA LLP with a copy of the disclosure it is making herein in response to Item 304(a) ~~9.01~~of ~~Financial~~Regulation ~~Statements~~S-K, and ~~Exhibits~~requested that Kreit & Chiu CPA LLP furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Kreit & Chiu CPA LLP agrees with the statements related to them made by the Company in this report. A copy of Kreit & Chiu CPA LLP’s letter to the SEC dated May 6, 2024 is attached as Exhibit 1 to this report.

(db) ~~Exhibits.~~Newly Engaged Independent Registered Public Accounting Firm

Exhibit No.		Description
99.1 99.2		Press release, dated October 26, 2023 Land Purchase and Sale Agreement, dated October 18, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

On May 2, 2024, the Board of Directors approved the appointment of Olayinka Oyebola & Co. CA of Victorial Island, Lagos State as the Company's new independent registered public accounting firm, effective immediately, to perform independent audit services for the quarter ending March 31, 2024. During the fiscal years ended December 31, 2020, 2021, 2022, 2023, neither the Company, nor anyone on its behalf, consulted Olayinka Oyebola & Co. CA regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Olayinka Oyebola & Co. CA that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

~~SIGNATURES~~4

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

~~Thunder~~Pursuant ~~Energies~~to ~~Corporation~~the ~~By:~~requirements of ~~/s/~~the ~~Ricardo~~Securities ~~Haynes~~Exchange ~~Ricardo~~Act ~~Haynes~~of ~~Principal~~1934, ~~Executive~~the ~~Officer~~registrant ~~Principal~~has ~~Accounting~~duly ~~Officer~~caused ~~Chairman~~this ofreport to be signed on its behalf by the ~~Board~~undersigned ofhereunto duly ~~Directors~~authorized.

~~Date~~Thunder Energies Corporation By: ~~October 26,~~ ~~2023~~/s/ Ricardo Haynes Ricardo Haynes Principal Executive Officer Principal Accounting Officer Chairman of the Board of Directors

4Date: May 13, 2024

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