M&A - Thunder Power Holdings, Inc.
Form Type: PRER14A
Filing Date: 2025-04-14
Corporate Action: Merger
Type: New
Accession Number: 000121390025031568
Filing Summary: Thunder Power Holdings, Inc. has filed a revised preliminary proxy statement in relation to its 2025 Annual Meeting of Stockholders. The meeting will address several key proposals including the election of five director nominees, the ratification of Assenture PAC as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and a proposal for a reverse stock split. A significant proposal involves the approval of the issuance of common stock exceeding 20% of the current outstanding shares associated with a Share Exchange Agreement entered into on December 19, 2024, particularly concerning shares in Electric Power Technology Limited. Stockholders are encouraged to vote and details about participation and voting methods have been provided in the proxy statement. Key dates pertaining to the proxy materials and annual meeting will be communicated to stockholders.
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Additional details:
Record Date: 2025-04-01
Director Nominations: Christopher Nicoll, Dr. Chen ChiWen, Mr. Mingchih Chen, Mr. Ferdinand Kaiser, Mr. Kevin Vassily
Accounting Firm: Assenture PAC
Reverse Stock Split Ratio: 1-for-100
Share Exchange Agreement Date: 2024-12-19
Form Type: 10-K
Filing Date: 2025-03-31
Corporate Action: Acquisition
Type: New
Accession Number: 000121390025026239
Filing Summary: Thunder Power Holdings, Inc. completed a Business Combination with Thunder Power Holdings Limited on June 21, 2024, whereby Thunder Power merged into Merger Sub, resulting in the former becoming a wholly owned subsidiary. The company outlines its strategic focus on developing premium electric vehicles, and details the establishment and operation of a new subsidiary under its governance. The document discusses various risk factors affecting the company's future, including its reliance on the electric vehicle market, competitive dynamics in the automotive sector, uncertainties in capital procurement, and the importance of regulatory compliance. It also highlights the company's innovative approaches in vehicle design, particularly emphasizing the launch of a Compact City Car and plans for niche offerings and collaborative projects targeting specific market segments. The company is actively pursuing mergers and acquisitions, particularly in the clean energy sector, aimed at bolstering its financial position and operational capabilities. Additionally, the document mentions a pending acquisition involving a 37.4% stake in Electric Power Technology Limited in Taiwan, anticipated to enhance revenue and position in renewable energy.
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Additional details:
Business Combination Date: 2024-06-21
Shares Held In Tw Company: 37.4%
Business Combination Type: merger
Target Company: Electric Power Technology Limited
Form Type: PRER14A
Filing Date: 2025-03-07
Corporate Action: Acquisition
Type: New
Accession Number: 000121390025021726
Filing Summary: Thunder Power Holdings, Inc. is soliciting proxies for its 2025 Special Meeting of Stockholders, where stockholders will vote on a proposal to approve the issuance of more than 20% of the company's common stock. This issuance will be in exchange for shares in Electric Power Technology Limited, allowing Thunder Power to acquire a 30.8% equity interest in the Taiwanese company. The transaction is seen as a strategic move to strengthen Thunder Power's position in the new energy automobile sector and expand its business in Taiwan. The Board of Directors recommends that stockholders vote 'FOR' the proposal. The company will bear the costs of the proxy solicitation and emphasizes the importance of stockholder participation. Voting instructions for both record holders and those holding shares through intermediaries are provided, ensuring that all stockholders can have their votes counted in favor of the transaction, which could significantly benefit the company if completed successfully.
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Additional details:
Record Date: 2025-03-07
Proposal Description: approve the issuance of shares of common stock in exchange for shares in Electric Power Technology Limited
Transaction Amount: 31,626,082 shares of TW Company for 37,635,039 shares of Thunder Power Holdings, Inc.
Ownership Change: shareholders will have reduced ownership and voting interest post-transaction
Strategic Benefit: strengthen the Company's position in the new energy automobile sector and expand business presence in Taiwan
Form Type: PRE 14A
Filing Date: 2025-01-29
Corporate Action: Acquisition
Type: New
Accession Number: 000121390025007869
Filing Summary: Thunder Power Holdings, Inc. is convening a Special Meeting of Stockholders on February 24, 2025, to vote on a proposal for the issuance of more than 20% of its common stock in exchange for shares in Electric Power Technology Limited. The Board of Directors recommends that stockholders vote 'FOR' this proposal. The transaction involves exchanging 31,626,082 ordinary shares of Electric Power Technology Limited for 37,635,039 newly issued shares of Thunder Power Holdings. This represents a significant acquisition of approximately 30.8% equity interest in Electric Power Technology Limited, a firm engaged in the development and manufacture of electric vehicles. The Board believes this strategic acquisition positions the company favorably in the growing new energy automobile sector, with expanded future collaboration opportunities in Taiwan. The issuance of shares is in compliance with NASDAQ Marketplace Rules requiring stockholder approval when an acquisition involves a sale of more than 20% of the common stock. Stockholders registered as of January 24, 2025, will be entitled to vote at the meeting.
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Additional details:
Special Meeting Date: 2025-02-24
Record Date: 2025-01-24
Shares Exchanged: 31,626,082
New Shares Issued: 37,635,039
Equity Interest Acquired: 30.8%
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