Thunder Power Holdings Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 7, 2025, Thunder Power Holdings, Inc., a Delaware corporation (the “Company”) received a notification letter from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has not regained compliance with Nasdaq Listing Rules 5450(a)(1), which requires the Company’s listed securities to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”) and 5450(b)(2)(A), which requires the Company to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 (the “MVLS Rule”). Accordingly, the Nasdaq Staff has determined that the Company’s securities will be delisted from the Nasdaq Global Market. Unless the Company requests an appeal of Nasdaq’s determination, trading of the Company’s common stock will be suspended at the opening of business on March 18, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
As previously disclosed in the Company’s Current Report on Form 8-K filed on September 6, 2024, Nasdaq notified the Company on September 4, 2024 that, based upon the closing bid price for the Company’s common stock for the 30 prior consecutive business days, the Company no longer satisfied the Bid Price Rule, and that it had been provided a 180-calendar day grace period to regain compliance with that requirement, through March 3, 2025. As disclosed in the same Form 8-K, Nasdaq also notified the Company that it was not in compliance with the MVLS Rule based upon the Company’s MVLS for the previous 30 consecutive business days, and that it had been provided a 180-calendar day grace period to regain compliance with that requirement, through March 3, 2025.
In accordance with Nasdaq’s procedures set forth in the Nasdaq Listing Rule 5800 Series, the Company may appeal Nasdaq’s determination by requesting a hearing (the “Hearing”) before the Hearings Panel (the “Panel”) to seek continued listing. This request for a Hearing will stay the suspension of the Company’s securities and the filing of a Form 25-NSE pending the Panel’s decision. The Company intends to submit a request for a Hearing to Nasdaq prior to the March 14, 2025 deadline.
The Company intends to submit a plan to regain compliance with the continued listing requirements to the Panel as part of the Hearing process. As noted in the Company’s prior Form 8-K, the Company intends to monitor the closing bid price of the Common Stock and MVLS of the Company and, when needed, may consider implementing available and appropriate options including a reverse stock split, transfer to Nasdaq Capital Market to regain compliance with the Bid Price Rule and MVLS Rule. There can be no assurance that Nasdaq will accept the Company’s compliance plan, that the Company will be able to regain compliance with the Bid Price Rule and MVLS Rule, or that the Company will otherwise be in compliance with the listing requirements of Nasdaq.
This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company publicly disclose the receipt of the notice by the Nasdaq within four (4) business days following the receipt of such notice.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Thunder Power Holdings, Inc. | ||
| Dated: March 12, 2025 | By: | /s/ Pok Man Ho |
| Name: | Pok Man Ho | |
| Title: | Interim Chief Financial Officer | |
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