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raw/filings/0001911467/2025/0001096906-26-000364/filing_metadata.csv

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+0001911467,CRCE,"Circle Energy, Inc./NV",2025,10-K,2026-03-24,2025-12-31,2026-03-24T18:59:06.000Z,0001096906-26-000364,crcl-20251231_10k.htm,"CIRCLE ENERGY, INC./NV - FORM 10-K SEC FILING",2313911,1,1,https://www.sec.gov/Archives/edgar/data/1911467/000109690626000364/crcl-20251231_10k.htm,https://www.sec.gov/Archives/edgar/data/1911467/000109690626000364/

raw/filings/0001911545/2024/0001213900-25-036973/filing_metadata.csv

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+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001911545,GITS,"Global Interactive Technologies, Inc.",2024,10-K,2025-04-30,2024-12-31,2025-04-29T23:21:45.000Z,0001213900-25-036973,ea0239736-10k_global.htm,ANNUAL REPORT,8244682,1,1,https://www.sec.gov/Archives/edgar/data/1911545/000121390025036973/ea0239736-10k_global.htm,https://www.sec.gov/Archives/edgar/data/1911545/000121390025036973/

raw/filings/0001911545/2024/0001213900-25-036973/item1.txt

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+Item 1. Business. 
+Overview 
+Global Interactive Technologies, Inc. (the “Company”),
+a Delaware corporation formerly known as Hanryu Holdings, Inc., is a technology-driven platform company connecting global fans of Korean
+culture through innovative digital experiences. The Company operates Faning, a comprehensive interactive platform designed to facilitate
+content discovery, monetization, user-generated content, and deep community engagement among global fandom communities. The Company focuses
+on leveraging technology to expand Korean culture (Hallyu) beyond traditional K-Pop, spanning digital media, entertainment, and interactive
+platform services. 
+The Company is a corporation that was incorporated in the state of
+Delaware on October 20, 2021, as Hanryu Holdings, Inc. On December 5, 2024, the Company formally changed its name from Hanryu Holdings,
+Inc. to Global Interactive Technologies, Inc. pursuant to an amendment to its Certificate of Incorporation filed with the Secretary of
+State of Delaware. In connection with the name change, the Company also changed its Nasdaq ticker symbol from HRYU to GITS. 
+Corporate Structure and Subsidiaries 
+As of December 31, 2024, the Company’s primary operating subsidiary
+is Faning Korea, LLC, a wholly-owned subsidiary based in Seoul, Republic of Korea. Faning Korea oversees the development, maintenance,
+and operation of the Faning application and related web services. 
+Throughout 2024, the Company restructured its subsidiaries, including
+the divestiture of Hanryu Bank on December 28, 2024, and FNS and Marine Island on November 5, 2024. Faning Korea, LLC was acquired on
+December 4, 2024. These changes were not deemed material and, therefore, were not separately reported on Form 8-K. 
+IPO and Nasdaq Listing 
+On July 31, 2023, the Company successfully completed its IPO on Nasdaq,
+raising approximately $8.77 million through issuing 877,328 shares of Class A common stock at $10 per share. The Company’s stock
+initially traded under the symbol ‘HRYU,’ changing subsequently to ‘GITS’ following the name change. 
+Strategic Developments 
+On February 26, 2024, the Company’s Board of Directors terminated
+the employment of Changhuyk Kang as Chief Executive Officer for cause. On the same day, the Board appointed Mr. Taehoon Kim, the Company’s
+Chief Technology Officer and Vice President, as Interim Chief Executive Officer, effective immediately. 
+FANING ( successor to the Fantoo platform ) 
+FANING has become a globally recognized platform
+for providing an amazing and active community among people that have an interest in K-POP and modern Korean culture. The multifaceted
+nature of the Company’s operations has solidified the business’ reputation as one of the preeminent platforms for fandom.
+FANING’s users are able to seamlessly interact with each other to discuss exciting K-POP topics. 
+1 
+FANING allows fans to interact within their fandoms and discuss
+these interests, create and share content, and interact through a number of channels, including (i) secure, direct messaging, (ii) open
+social pages, and (iii) virtual spaces (“ FANING Clubs ” or “ Clubs ”). FANING Clubs concentrate
+on a specific topic, allowing moderators to control the Club functions, and the Club members to aggregate their FP rewards. Integrated
+within each FANING Club is a “Club Vault,” a service provided by FANING that allows the individual members of a Club to donate
+their personal FP to an account held by the Club. The Club Vault allows the Club’s members to aggregate their FP and increase their
+purchasing power. This increase in purchasing power allows the Club’s individual users to more rapidly accumulate FP and pool their
+rewards with other users, in order to purchase services such as fan events or the ability to live stream a concert from their favorite
+band. Decisions regarding the use of the accumulated FP within the Club Vault are determined by a vote of the Club members. 
+Our users are the core of our business. We provide
+our users with customized experiences, including unique interactions within the FANING community. FANING algorithms curate individual
+user experiences, recommending content, clubs to join, users to connect with, and enabling users to subscribe to keywords and access automatic
+content geared toward their interests. Through these services, FANING provides the fandom community a way to stay connected and up to
+date with their fandom communities. 
+FANING further offers each user the ability to
+freely create, upload, and monetize their own content by earning in-platform rewards of FP. FANING removes language barriers, providing
+live chat ability between users worldwide, and global access to platform content, as the FANING platform supports automatic, real-time
+translation services for 17 languages. FANING also offers a fast, secure, and easy-to-use commerce and user-to-user transaction system.
+These unique features will allow FANING to generate user loyalty, maintain user interest in the platform, and attract new users. 
+For growth, we intend to develop short content
+(two minutes) that will focus on interesting pop music and cultural topics. These videos will be distributed through FANING while concurrently
+being shown on third party social media platforms and video sharing websites. This new aspect of growth is important for a few reasons.
+First, it will further enhance the strength of the FANING community by fostering a greater degree of engagement. Second, it will allow
+for greater visibility for K-POP on a global basis. Management will continue to expand this aspect of operations through the life of the
+business. 
+2 
+THE FANING ECOSYSTEM 
+We designed FANING as an ecosystem that is easy
+for users to adapt and use all features throughout the platform, and for us to develop and roll-out new technologies and functionality.
+FANING’s launch included a rollout of our messenger, community and club technologies, along with our reward system for users, as
+described below. Since FANING’s launch in May 2021, the FANING platform has attracted more than 26.6 million users, as
+of December 31, 2024, from the regions in the chart below: 
+The main age groups that compose our use base
+are the 20-29-year age group, and 30-39-year age group, as set forth in the chart below: 
+The combined age groups of 20-39 years
+have the highest purchasing power among commercial and entertainment industries, and accounts for more than 80% of all FANING users, with
+a median age of 27 years old. FANING available to individuals 12 years and older and has an age restriction set that will not allow
+users under the age of 12 to sign up. 
+3 
+User Reward System 
+The reward system is the basis of FANING ecosystem.
+Users earn FP based on: (i) the level of each user’s activity within the FANING platform; and (ii) the revenue we derive
+from FANING’s advertising sales. At midnight of each day, all advertising revenue for that day is accumulated, and 50%
+of that day’s total net advertising profits are distributed as FP to users, based upon their level of contribution within the
+FANING platform. From the 50% of profits that are distributed to users as FP, approximately 30% of the distribution of rewards will go
+to users who are content creators, and the remaining 20% will be issued to general users who participate on the platform. For the
+purposes of calculating advertising profits allocated for user rewards, the amount of FP issued will be exchanged at a ratio of one FP
+for every 100 Korean Won. For the avoidance of doubt, the issuance of FP from advertising revenue is limited to advertising revenue generated
+within the FANING platform, and the Company may earn revenue from advertising outside of the FANING platform that would not result in
+the issuance of FP. 
+Faning Point ( “ FP ” ) 
+FP is a measurement of reward points within the
+FANING platform. Accruing FP allows users to redeem FP for a wide variety of products and services within FANING, including content from
+other users and artists available on FANING, K-Culture merchandise, and more. FP will be stored and quantified as rewards point within
+the FANTOO platform under the in-platform reward system structure that consists of (i) the Company’s FP reserve account, (ii) the
+Company’s active account for collected advertising revenue which was converted into FP and ready to distribute to users based on
+user contributions to the FANING platform, (iii) the Company’s recycled FP account, which stores FP after being spent by users
+to make purchases within the application, and (iv) each user’s individual account stores. The value of FP is set at a fixed
+ratio of 1:100 FP to Korean Won. The Company does not intend to repurchase FP from users now or in the future. FP does not expire, and
+FP that is not redeemed by a user will accumulate in such user’s account unless and until such user deactivates their account, at
+which time such FP will be forfeited and moved to the Company’s reserve account for redistribution. 
+FP Storage and Security 
+FP are stored and managed through a database that
+is separate and apart from other databases used to store and manage other FANING app data. The separate FP database is operated to ensure
+maximum data confidentiality by minimizing access to the database and limiting the number of individuals who are able to access such database.
+Access to the database is limited to permitted IP bands, and the backup function of the cloud service used to store data can be restored
+within a few hours in the event of a disaster recovery event such as a server failure. 
+4 
+User-to-User Interactions 
+We developed FANING to include numerous opportunities
+for our users to engage with the platform, including clubs, community forums, chat functions, and functionality to create user-generated
+content, each of which are intended to build the FANING brand and deepen the loyalty of our users. 
+FANING Clubs 
+FANING Clubs are user-created based upon areas
+of interest in order to link users across the globe and create friendships. Users have the ability to create clubs based upon topics of
+their own choosing, such as favorite artists, television series, movies, video games, sports, and more. A club can be customized by its
+moderator according to various policies and preferences to cultivate a close group of users based upon a shared culture. Integrated within
+each FANING Club is a “Club Vault,” a service provided by FANING that allows the individual members of a Club to donate their
+personal FP to an account held by the Club. The Club Vault allows the Club’s members to aggregate their FP and increase their purchasing
+power. This increase in purchasing power allows the Club’s users to more rapidly accumulate FP and pool their rewards, in order
+to purchase services such as fan events or the ability to live stream a concert from their favorite band. Decisions regarding the
+use of accumulated FP within the Club Vault are determined by a vote of the Club members. 
+FANING Communities 
+FANING communities are open forums where user-generated
+content is socially promoted and curated by FANING users. Once user requests for a community based around a certain topic exceed a pre-determined
+threshold, the FANING platform will create such a community based upon the users submitting the requests. 
+FANING Chats 
+Real-time multilingual translation capability,
+currently offered in 17 languages, allows both private messages and open chats via the FANING chats function without language barriers.
+Messages and chats are protected utilizing end-to-end encryption to prevent leakage of personal information. End-to-end encryption is
+a system of secured communication to prevent third parties from accessing chat messages, increasing the level of security. 
+Content 
+User-Created Content. Core to our business
+is moving into a user-based content creation model that allows users varying ways to create and sell fandom content to other FANING users,
+including the content types described below: 
+● 
+Fanart is artwork created by fans relating to artists, movies, and dramas they like. 
+● 
+Web Novels are user written novels, uploaded by users to the FANING platform. Readers can make comments at very specific areas within the novel. Novels can be viewed in the language of each user’s choice. If the desired language is not available, users can request or suggest the corresponding language translation. Through the process of “translation matching”, writers can search for translators while translators can ask writers for permissions to obtain the right to translate their stories. Once the writer and translator approve and consent, these translated stories can be sold to users. Any profit will be distributed automatically by FANING based on their prior agreement. 
+● 
+Webtoons are user-created digital comics, uploaded by users to the FANING platform. Users can also buy and sell user-translated copies of these webtoons through the “translation matching” services referenced above, allowing users across the globe to enjoy their favorite webtoons in their own language. 
+● 
+User-generated content also includes any other content created and sold by FANING users, such as the FANING shop offerings described below. 
+5 
+Company-Created Content. FANING original content.
+The Company also creates and distributes its own content. Content is distributed within the FANING platform both for free and for sale
+for premium content. The Company currently has 12 key employees broken up into a number of content-creating teams that cast entertainers
+for creating original video content, primarily uploaded on FANING TV within the FANING platform. As the business grows, the Company intends
+to hire more employees and produce high-quality content that engages the users into the FANING platform. In addition to the content types
+similar to the categories listed above for user-generated content, FANING original content also includes: 
+● 
+FANING original shows and web series are shows and web series produced by FANING. This original content is exclusively available on the FANING platform. From time-to-time, we may sell such content for distribution on other third-party channels and platforms. 
+● 
+Concerts are hosted by FANING for its users across numerous musical genres, from Korean pop to independent music, in venues of all sizes, from stadiums to small stages. Users that cannot attend these concerts in person can access these concerts on FANING via our online streaming service, and tickets can be purchased, using FP or cash, in the FANING Shop, also known as the “Fanshop.” 
+Third Party Content. Third party content
+includes content from trusted third-party media companies. Third party content can be uploaded to FANING pursuant to certain agreements
+between the Company and third-party providers. These articles and videos are provided in real time, with automatic translation support
+in 17 languages. 
+FANING Fanshop 
+The FANING Fanshop is the e-commerce service provided
+through the FANING platform to its users. Through the Fanshop, users can purchase various items directly from FANING, such as gifts for
+artists, pre-paid cards, concert tickets, and other fandom goods using FP or cash. To the extent that items are purchased by the Company
+to sell within the FANING Fanshop, the Company uses cash to purchase the products and then lists the items in the Fanshop. The Fanshop
+will also offer a video commerce service, intended to be an online version of traditional home shopping networks on cable television.
+For example, users can purchase items relating to their favorite K-pop artist, such as the artist’s latest album, at the same time
+such user is streaming the artist’s live event. 
+Within the Fanshop, FANING users can also participate
+in user-to-user transactions, such as selling or purchasing the following: 
+● 
+Emojis used within chats on the FANING platform. Users have the ability to create emojis and register them in the Fanshop to generate sales by selling them to other users, generating FP in such transactions. 
+● 
+Augmented reality ( “ AR ” ) filters used in videos within the FANING platform . Users have the ability to create and sell registered AR filters within the Fanshop to other users. 
+● 
+Digital stickers used within the FANING platform. Users have the ability to create and sell registered digital stickers within the Fanshop to other users. 
+6 
+For both user-to-user transactions and transactions with
+the Company, payment can be made either by credit card through a secure, third-party payment system built into the FANING platform, or
+by settling the total with the use of FP. Sales settled in FP will be charged a transaction fee based upon the specific item sold,
+ranging between 7% to 15% of the sale price. For user-to-user transactions, the selling user receives the proceeds upon the purchaser’s
+confirmation of receipt of the good sold. 
+If the item sold in the user-to-user transaction
+requires shipping, the Company intends on partnering with providers such as Qxpress to provide shipping services for which the fee will
+be bundled into the total transaction cost. Alternatively, users can ship the item directly using another third-party shipping service. 
+Also, the Company set up international logistic
+service for FANING with partners called the Epic eCommerce platform. We believe the operations of the Epic eCommerce platform will catapult
+the income of Global interactive technologies. This is state -of-the-art eCommerce marketplace will allow for substantial revenues to
+be produced by facilitating sales among companies that want to provide their inventories to the FANING user base. The platform will provide
+a complete end-to-end sales and logistics solution for enrolled users. 
+This new business unit will integrate a full ordering
+management system (“OMS”), cross border shipping management tools, and seller shipping tools. It has the potential to reach
+an immense audience, on a global basis, among companies and independent entre preneurs that are seeking to target younger demographics
+with their products. The benefits of using this system include: 
+● 
+Sell globally with one origin 
+● 
+Duty-free for eCommerce orders 
+● 
+Provide guidelines for eCommerce customs clearance 
+● 
+Various shipping options to choose and create last-mile labels from our system 
+● 
+Fast international shipping and reduced costs 
+● 
+Provide local fulfillment services to various countries 
+● 
+Customs clearance status 
+● 
+Shipment tracking system 
+7 
+The key markets that Management will target for
+Epic’s operations include: 
+● 
+South Korea 
+● 
+Hong Kong 
+● 
+Japan 
+● 
+Malaysia 
+● 
+Singapore 
+● 
+Thailand 
+● 
+Indonesia 
+● 
+Taiwan 
+Our Opportunity 
+With the continued global expansion of the Korean Wave (Hallyu), K-Culture
+has become a dominant cultural force, shaping trends in entertainment, media, fashion, and consumer behavior across the world. According
+to the Korea Foundation ’ s 2023 Global Hallyu Trends Report , the global K-Culture fan base reached approximately 229
+million fans across 119 countries , up from 156.6 million in 2021 — a nearly 50% increase in just two years. 
+As of the most recent data: 
+● China remains the country with the largest number of K-Culture fans, totaling 86.32 million , followed by: 
+◦ The United States : 27.17 million 
+◦ Thailand : 17.37 million 
+◦ Indonesia : 16.36 million 
+◦ Japan : 7.9 million 
+◦ Vietnam : 6.1 million 
+◦ Mexico : 5.5 million 
+◦ India : 5.2 million 
+◦ Philippines : 4.8 million 
+◦ Brazil : 4.6 million 
+Due to regulatory concerns related to data privacy and national policy
+within China, the Company does not operate or provide services in China, Hong Kong, or Macau. For further details, refer to “Risk
+Factors — Our decision not to provide products and services and to restrict user access in China (including Hong Kong and Macau)
+will limit our total addressable market and may limit our ability to grow our business…” 
+In parallel with this cultural momentum, K-Culture ’ s
+global purchasing power was estimated at $147.3 billion as of 2023, according to the Korea Creative Content Agency (KOCCA) .
+Despite economic pressures and the lingering effects of the COVID-19 pandemic, Korean content exports continue to rise, contributing billions
+annually to South Korea’s GDP and influencing global consumer trends. 
+The proliferation of mobile and digital access is a major accelerator.
+As of 2023, more than 5.6 billion people globally use mobile phones , with more than 60% of the global population active
+on social media platforms. Studies by KOFICE and KMFA show that mobile-first access is now the dominant channel for engaging
+with K-Culture content, whether through music streaming, webtoons, fandom communities, or virtual events. 
+We believe FANING is uniquely positioned to capture this growing demand.
+The platform’s real-time engagement tools, multilingual UX (supporting 17 languages), monetization mechanisms, and mobile/PC accessibility
+align closely with how K-Culture is consumed and celebrated worldwide. 
+The rise of virtual concerts and online fan events has further
+opened the market. For example, BTS’s virtual concert Bang Bang Con: The Live set a Guinness World Record with 756,000
+concurrent viewers from 107 countries . According to Grand View Research , the global virtual events market was
+valued at approximately $114.1 billion in 2023 and is projected to reach $657.6 billion by 2030 , growing at a CAGR of 21.4%. 
+8 
+With its integrated reward system, partnerships
+across the Korean entertainment industry, and rapidly growing user base, the FANING platform is strategically positioned to become a leading
+player in the digital K-Culture experience economy. 
+OUR VALUE 
+We focus on providing user-centric services to
+provide a single platform that can address and satisfy the interests of fans within FANING. FANING will enrich users fandom experience
+by providing an all-in-one platform for fandom content, including news, popular culture, discussions, live shows, and fan creativity.
+FANING is currently available in 17 languages, with real-time translation services. These real time translation services enable our users
+to communicate with each other across the globe without language barriers. For languages that are not available for real-time translation,
+FANING provides a solution through the use of translation matching services among users. Through the translation matching services, FANING
+ensures that content is accurately translated and available to a greater number of global fans in their own languages. In addition, FANING
+further allows users to freely create and monetize their own content, enabling fast and secure user-to-user sales. 
+Within FANING, our reward system ensures users
+are rewarded with FP for staying active and creative within the platform, as well as attracting new users. The more FP a user earns, the
+more purchasing power the user has within the FANING platform, allowing users to purchase goods and/or services within the FANING platform
+either directly from us or from other users. 
+OUR STRENGTHS 
+We differentiate ourselves from competing social
+networks through the power of a fully-integrated platform and established partnerships with leaders in the entertainment industry within
+South Korea. Our platform and partnerships enable our users to create clubs, communities, and gather over similar fandoms, all while monetizing
+their content and contributing to the FANING platform experience. Our core strengths include the following: 
+● 
+Value Creation Through Direct Sales Revenue. We intend to derive revenue from multiple revenue sources, including: (i) advertising revenue, which includes advertisement sales through the placement of banners, splash advertising, pop-up advertisement within the platform, in-platform promotions, branded content productions, and other FANING produced programs; (ii) content sales revenue as FANING continues to produce original content, such as web series, sold to FANING users or otherwise licensed to other third party media services; and (iii) the sale of e-commerce goods through FANING’s Fanshop, including the latest fandom goods and concert tickets. 
+● 
+Value Creation Through Revenue Derived From User Activity. We intend to generate revenue from the sale of goods and/or services within the FANING platform from one user to another. Revenue is derived from user-to-user sales as follows: (i) from the sale of emojis and online stickers, from which we will collect 30% of the price paid by the purchaser, with the remaining 70% being remitted to the seller; (ii) from web novels and webtoons. If posted for free, the creator will only receive rewards in FP in relation to the number of views and likes; however, if the creator charges for the content, we intend to collect 30% of the price paid by the user, with the remaining 70% being remitted to the seller; (iii) users can offer the service of translation matching, where a user offers to translate another user’s content for a commission (in either cash or FP), and the parties agree to split the sales revenue from the translated content at a pre-determined ratio, for which we will collect 30% of each sale, and remit the remainder to the creator and translator based on a split determined by the parties; and (iv) for transactions between users involving tangible goods or other non-platform based fandom items (such as concert tickets), we intend to charge a fee of 3.5% of the total value of the transaction at the time of sale. 
+● 
+FANING ’ s Direct Advertising Platform. We intend to directly engage with our advertisers. Without the need for third-party engagement, we can leverage the FANING platform to better understand advertisers and their expectations, ensuring we can create highly curated advertising products that will promote high levels of engagement and sales conversions for advertisers. We believe this will increase advertising revenue and build sustainable relationships with advertisers, while concurrently increasing the attractiveness of the FANING platform to new advertisers and users interested in the products advertised within the FANING platform. 
+● 
+Industry Leading Privacy and Safety. Privacy and safety is provided by the FANING platform through the implementation of artificial intelligence (“ AI ”). 
+● 
+High User Engagement. We intend to drive user engagement by offering a one-stop fandom platform and by offering an in-platform reward system. These features are intended to allow the FANING platform to keep and maintain a highly engaged user-base, loyal to the FANING platform and its brand. This brand loyalty will assist by reducing the Company’s advertising costs by replacing it with non-paid platform promotion through the word-of-mouth of its current user base. 
+9 
+OUR GROWTH STRATEGY 
+Our core strategy is to pursue initiatives that
+promote the viral growth of our user base, and in doing so, drive advertising revenue, user-generated revenue, and create other revenue
+streams. Our focus on user acquisition and retention provides the primary lens to view our plans for community growth, engagement, and
+long-term brand equity. 
+● 
+Attracting Global Users. Our core business strategy is to promote the FANTING platform and grow our global user base, which will drive revenue growth by increasing advertising revenue and user activity-based revenue. 
+● 
+Broaden Product and Service Offerings. Within the FANING platform our objective is for users to benefit from a wide range of products and services offered, and we intend to continuously expand our product and service offerings as the user-base and revenue grow. Broadening our product offerings will ensure FANING grows along with the fandom community in which it operates, eventually creating a one-stop platform for our users across all fandoms. 
+● 
+Continued Research and Development. We intend to continue to invest in developing and implementing the newest technologies to ensure a better and more secure user experience compared to other social media platforms. 
+● 
+Development of Intellectual Property. We intend to develop our own intellectual property assets based upon user-demand and data analysis from the FANING platform. Since the intellectual property developed from user-data will be based on user-demand, we believe that any new intellectual property will facilitate user engagement and growth. 
+● 
+Expansion to Other Fandoms. We intend to expand FANING outside of the K-Culture fandom, and into other fandoms across an expansive number of entertainment types and cultures. Users will be able to easily transition between different fandom clubs and communities, and seamlessly access the newest trends and popular cultures. This anticipated expansion is intended to make FANING a platform that can evolve with, and fully integrate, all fans utilizing the FANING platform, regardless of the continuous rise and fall of popular culture trends. 
+The Company’s revenue growth strategy spans multiple time
+horizons. In the short term, the Company aims to generate revenue through virtual events hosted on the FANING platform, monetizing both
+commissions and operational profits. Additionally, the Company plans to establish a base of steady monthly income by offering premium
+subscription services tailored to both individual users and institutional partners. In the mid-term, the Company intends to drive explosive
+revenue growth by leveraging FANING’s advertising infrastructure, which will include affiliate marketing partnerships and platform-driven
+advertising sales. 
+OUR MARKETING STRATEGY 
+We intend to market our platform to users through
+media ads, promotions, campaigns, referrals, and other similar initiatives. Currently, we focus on our core target in K-Culture, and specifically,
+the K-pop fandom. We intend to achieve user growth by utilizing the following strategies: 
+● 
+Localized Marketing Efforts. As we intend to capture a larger percentage of the global fandom market, we will need to effectively develop marketing for each region’s fandom community. This will require localized marketing efforts for regional marketing to be successful. We believe we can successfully develop regional marketing results by: (i) partnering with local content creators to create regional-specific marketing; and (ii) partnering with local advertising agencies to develop advertising campaigns that will attract regional users. It is important for us to localize our services and marketing strategies in order to expand our business in the U.S. Therefore, we plan to set up branches in the U.S. in the first half of 2025, and plan to hire around 20 developers to localize the services of FANING. We also plan to work with U.S. marketing experts and cooperate with marketing agencies to reach U.S. audiences through online marketing, sponsoring advertisements, and holding various user-engagement events and promotions in the major cities in the U.S. When we believe the operation in the U.S. is settled, we will set up a branch office in the United Kingdom for further expansion into Europe. The Company currently has no intention of expanding into China due to the Chinese government’s unofficial ban on K-Culture as well as official ban on all foreign social media platforms. Additionally, due to regulatory concerns regarding data protection and privacy within China, the Company will not expand its business into China in order to protect the privacy of the Company’s users. For the avoidance of any doubt, the Company does not have customers in, does not otherwise provide products or services in, and restricts user access to individuals in China (including Hong Kong and Macau). See “Risk Factors — Our decision not to provide products and services and to restrict user access in China (including Hong Kong and Macau) will limit our total addressable market and may limit our ability to grow our business” for additional information. 
+● 
+Global Ambassador Program. We intend to engage with individuals in various countries (“ Global Ambassadors ”) that will create theme-specific content aimed at potential users in the Global Ambassador’s region, and further communicate with fans and targeted users within their region, to increase the growth in the user-base, and attract fans of K-Culture within that region to the FANING platform. Our Global Ambassadors will focus on users who enjoy K-Culture while simultaneously promoting FANING and hosting localized events. 
+● 
+Building Strong User-Relationships. We intend to build strong ties with our existing users to increase their loyalty. We communicate with our users through various channels including social media, surveys, direct messages, focus groups, and similar means of communication to improve our service offerings so that we can exceed current users’ expectations. We believe that our fully engaged and satisfied users will be more likely to promote our platform voluntarily, thereby promoting organic growth through a continuous flow of new users by way of current user referrals. The rate of organic growth that we can achieve will accelerate the growth of FANING’s user-base. 
+● 
+Special Event Hosting. In order to provide value to both our current users and targeted users, as well as promote activity within the FANING platform, we intend to host special themed events to which both current users and targeted users are invited. These events include K-pop concerts, dance performances, and other live shows. Generally, these events are driven by user input by way of voting for events that our users would prefer to attend. The participation of our users within our platform to determine upcoming events further encourages users to be active within the FANING platform. 
+10 
+Technology and Intellectual Property 
+The Company developed FANING
+as an evolution of its previous FANTOO platform, significantly enhancing functionality and scalability. 
+FANING offers competitive
+advantages through an integrated suite of advanced tools designed specifically for fandom communities, including live-streaming,
+real-time interaction, digital content monetization, subscriptions, and extensive community-building features such as clubs and
+forums. These robust capabilities enable creators to directly monetize their content and engage deeply with fans, significantly
+differentiating FANING from generalist social platforms. 
+FANING also offers a PC version alongside its mobile app, designed
+to enhance accessibility and convenience for users. Through the PC version, users can manage their profiles, access news and updates,
+and participate in fandom events, all through a user-friendly UX/UI tailored for desktop engagement. 
+FANING was designed and developed to connect fans
+across the globe. As a result, we have been developing and acquiring cutting edge technologies in order to deliver a smooth experience,
+regardless of location. These technologies include: 
+● 
+AI-driven content curation through personalized searches and content delivery recommendations. 
+● 
+AI speech synthesis that will allow our AI to learn from voice recordings through specialized vocabulary, that will eventually be able to read unrecorded sentences in the voice of whichever celebrity a user may choose. This will allow various literary works and written content to be spoken to the user in the user’s favorite celebrity’s voice. 
+● 
+AI-powered nudity detection that automatically filters and blocks users from exposure to nudity if uploaded on the FANING platform. 
+● 
+AI-enabled deepfake detection that performs verification services to identify whether images and/or videos uploaded on the FANING platform are actually authentic images/videos of the person depicted in the video, or if the image/video was falsified and computer generated through the use of “deepfake” technology. 
+Competition 
+Our competitors include: 
+● 
+Social platforms, such as Facebook, Instagram and Twitter(X) 
+● 
+Community service platforms, such as Reddit 
+● 
+K-pop fandom platforms, such as Lysn, Weverse and Universe 
+● 
+Amateur content creating platforms, such as Whattpad, and 
+● 
+eCommerce platforms, such as Amazon, eBay and Ticketmaster. 
+While many of these platforms have achieved success
+in growing users and have greater financial resources than the Company, we believe the FANING platform is the only all-in-one global fandom
+platform that also offers a unique user reward system that incentivizes users to participate and engage within the platform. These features
+were developed to position FANING to successfully complete with the more established platforms and facilitate an active fandom experience. 
+Partnerships 
+On April 19, 2021, Hanryu Bank Co., Ltd.
+(“HBC”), our wholly owned subsidiary entered into a memorandum of understanding with the Federation of Artistic &
+Cultural Organization of Korea (“ FACO ”) (the “ MOU ”). Pursuant to the MOU, we were granted certain
+collaborative rights in which we can promote cultural events, while participating and taking advantage of FACO’s infrastructure
+and network to develop and export South Korea’s popular culture around the globe. 
+FACO was established as a non-profit business
+in 1961, organized for the purpose of contributing to the development of Korean art and culture, promoting the international exchange
+of Korean art and culture, and ensuring the well-being of affiliated artists. FACO’s membership currently consists of over 1.3 million
+artists from 10 different member associations, spread across 167 branches globally, including two branches in the United States and
+one in Japan. 
+We have strategically developed this partnership
+with FACO due to their substantial contribution to the Korean entertainment and pop-culture industry. The partnership benefits FANING
+users through the synergy between these organizations and the FANING platform, such as content creation, hosting K-pop concerts, and much
+more. 
+On September 10, 2021, we entered into a
+partnership with the “Metaverse Alliance,” an initiative led by South Korea’s Ministry of Science and Information and
+Communication Technology (“ MSIT ”) (the “ MSIT Partnership ”), which is intended to facilitate our
+development of innovative technologies and advancements within the metaverse. The MSIT built the Metaverse Alliance to coordinate and
+facilitate the development of virtual and augmented reality platforms. Approximately 643 firms have joined MSIT to date, including Samsung,
+Hyundai Motors and Naver. 
+11 
+Digital Properties and Websites The Company owns several digital
+properties to support its platform business and broader digital strategy, including: 
+● FANING Platform: fanining.xyz, faning.co.kr 
+● Corporate Website: www.gitechnologies.com 
+● Koreavibe.net: a digital media property providing original news content and
+features dedicated to global K-culture fandoms, attracting substantial viewership through its website and various social media channels.
+Koreavibe.net complements our primary platform, FANING, by driving additional user engagement and brand visibility. 
+Corporate Structure and Subsidiaries 
+As of December 31, 2024, the Company’s primary
+operating subsidiary is Faning Korea, LLC (“Faning Korea”), a wholly-owned subsidiary based in Seoul, Republic of Korea. Faning
+Korea oversees the development, maintenance, and operation of the Faning application and related web services. 
+Throughout 2024, the Company restructured its
+subsidiaries, including the divestiture of Hanryu Bank on December 28, 2024, and FNS and Marine Island on November 5, 2024. Faning Korea
+was acquired on December 4, 2024. These changes were not deemed material and, therefore, were not separately reported on Form 8-K. 
+IPO and Nasdaq Listing 
+On July 31, 2023, the Company successfully completed
+its IPO on Nasdaq, raising approximately $8.77 million through issuing 877,328 shares of Class A common stock at $10 per share. The Company’s
+stock initially traded under the symbol ‘HRYU,’ changing subsequently to ‘GITS’ following the name change. 
+Strategic Developments 
+On February 26, 2024, the Company’s Board
+of Directors terminated the employment of Changhuyk Kang as Chief Executive Officer for cause. On the same day, the Board appointed Mr.
+Taehoon Kim, the Company’s Chief Technology Officer and Vice President, as Interim Chief Executive Officer, effective immediately. 
+Employees and Labor Relations 
+As of December 31, 2024, the Company had five
+full-time employed directly through Global Interactive Technologies, Inc., with an additional seven full-time employees through Faning
+Korea, LLC. Additionally, we occasionally enter into agreements with contractors, on an as-needed basis, to perform certain services,
+including contract workers. The Company continues to operate with a lean organizational structure appropriate to its current size and
+stage of development. There has been no labor dispute. None of our employees are represented by labor unions. 
+12 
+Seasonality 
+We do not expect to experience any significant seasonality trends that
+would materially impact our operations or financial performance. However, seasonality trends may emerge in the future as our user base
+and service offerings evolve. 
+Governmental Regulation 
+We are subject to a variety of national, regional, and local laws and
+regulations in both the United States and the Republic of Korea. These laws affect multiple aspects of our business, including how we
+interact with users, partners, and vendors. Applicable areas of law include fair trade, competition, labor and employment, privacy and
+data protection, intellectual property, consumer protection, and import/export regulations. 
+Many of these laws are continuing to evolve, especially those governing
+digital platforms, content, and data. The interpretation and enforcement of these regulations are often uncertain, particularly in emerging
+and fast-developing sectors like ours. As a result, there may be instances where we are not, or may not have been, fully compliant with
+all applicable requirements in every jurisdiction. 
+Due to the extent of our operations in South Korea,
+we are subject to several specific Korean regulatory regimes, including but not limited to: 
+● Copyright Act: Protects various types of creative works, including software and databases. It enforces fair use, statutory
+damages, and online service provider exemptions under the Korea–U.S. Free Trade Agreement. 
+● Youth Protection Act: Regulates media content and environments accessible to minors, classifying harmful content and restricting
+distribution through specific administrative procedures. 
+● Content Industry Promotion Act: Governs the production and sale of digital content, requiring content providers to include
+consumer protection provisions in their terms of service, such as refunds, cancellation rights, and damage compensation. 
+● Personal Information Protection Act (PIPA): Regulates the collection, use, and destruction of personal data. It includes strict
+consent requirements, data subject rights, breach notification obligations, and administrative and criminal penalties for non-compliance. 
+● Monopoly Regulation and Fair Trade Act: Overseen by the Korean Fair Trade Commission (KFTC), this law imposes disclosure and
+compliance obligations on business groups with assets exceeding 5 trillion KRW. 
+Cost of Compliance with Environmental Laws 
+To date, we have not incurred any material costs
+associated with compliance with environmental laws or regulations. We do not currently anticipate incurring such costs in the near future;
+however, we cannot guarantee that this will remain the case as our operations expand or regulations evolve. 
+Facilities 
+The Company’s primary operational and development
+activities are conducted from office premises located at 160 Yeouiseo-ro, Yeongdeungpo-gu, Seoul, Korea. 
+Legal Proceedings 
+As of December 31, 2024, the Company is not subject to any material
+pending legal proceedings or claims. Previously disclosed legal matters were associated with subsidiaries that have since been divested
+and no longer affect the Company’s operations or financial position. 
+Available Information 
+The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports
+filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are filed with the Securities and Exchange Commission (the “SEC”).
+The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
+and files or furnishes reports, proxy statements, and other information with the SEC. Such reports and other information filed by the
+Company with the SEC are available free of charge on the Company’s website at www.gitechnologies.com when such reports are available
+on the SEC’s website. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information
+regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this
+filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only. 
+13

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+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+62

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+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001911545,GITS,"Global Interactive Technologies, Inc.",2025,10-K,2026-05-26,2025-12-31,2026-05-22T22:25:13.000Z,0001493152-26-025106,form10-k.htm,10-K,14894779,1,1,https://www.sec.gov/Archives/edgar/data/1911545/000149315226025106/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1911545/000149315226025106/

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+Item
+1. Business. 
+Overview 
+Global
+Interactive Technologies, Inc. (“GITS” or the “Company”), a Delaware corporation formerly known as Hanryu Holdings,
+Inc., is a technology-focused platform company operating and developing Faning, a global digital fan engagement platform centered on
+Korean entertainment and culture, including K-pop. 
+Faning
+is designed to support online fan communities, content discovery and sharing, user interaction, multilingual communication, user-generated
+content, and digital engagement experiences across mobile and web-based services. 
+Corporate
+Structure and Subsidiaries 
+The
+Company is a corporation that was incorporated in the state of Delaware on October 20, 2021, as Hanryu Holdings, Inc. On December 5,
+2024, the Company formally changed its name from Hanryu Holdings, Inc. to Global Interactive Technologies, Inc. pursuant to an amendment
+to its Certificate of Incorporation filed with the Secretary of State of Delaware. In connection with the name change, the Company also
+changed its Nasdaq ticker symbol from HRYU to GITS. 
+As
+of December 31, 2025, the Company conducted its core Faning business and platform strategy directly through Global Interactive Technologies,
+Inc., including platform development, management, commercialization strategy, and related digital services. 
+FANING
+KOREA, LLC, a wholly owned subsidiary based in Seoul, Republic of Korea, provides administrative support to the Company in South Korea. 
+Reverse
+Stock Split 
+On
+January 27, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common stock. 
+Faning 
+Faning
+is the innovative successor to the ‘Fantoo’ platform, specifically engineered to serve as a global epicenter for enthusiasts
+of K-POP and contemporary Korean culture (“K-Culture”). Moving beyond traditional social networking, the Company has developed
+a multifaceted digital ecosystem designed to facilitate high-velocity user interaction, content creation, and deep community engagement.
+As of December 31, 2025, Faning has transitioned from a primary development phase into early-stage commercialization, focused
+on scaling a global audience. 
+1 
+Core
+Functionality & User Experience (UX) 
+The platform leverages proprietary algorithms to deliver a personalized
+user journey, designed to provide a seamless connection between fans, creators, and content. 
+● Faning
+Clubs: Users organize into topic-specific virtual communities (“Clubs”) centered
+on artists, movies, and lifestyle trends, utilizing messaging and discussion forums
+to maintain 24/7 connectivity. 
+● Global Interaction: Faning provides real-time, automatic
+translation functionality for 17 different languages, enabling a truly unified global fandom
+experience. 
+● Interactive
+Engagement Tools: The platform integrates participation-driven features, including
+voting mechanisms and engagement tools that empower users to influence content rankings and
+support their favorite creators. 
+Monetization Model 
+In
+2025, the Company implemented a diversified revenue structure optimized for the digital fandom economy: 
+● Vote
+& Boost Sales: Central to the platform’s economy are participation-based features.
+Users purchase Vote Packages to participate in community activities and Boosts—paid
+enhancements that increase the visibility and impact of their support for specific content
+or artists. 
+● Premium
+Subscription Services: The Company offers tiered subscription plans, providing users with
+exclusive features and an enhanced interface. 
+● Scalable
+Advertising: The Company generates revenue through targeted display advertisements and sponsored
+content, a stream designed to scale with continued user growth and engagement. 
+Synergistic
+Content & Music Production 
+Complementing
+the platform business, the Company has secured strategic agreements for the production and release of music content featuring K-pop artists
+and animation projects. 
+● IP
+Monetization: Through digital streaming and distribution, the Company can capture diverse revenue
+streams that provide a higher-margin complement to platform operations. 
+● Short-Form Content Growth: Recognizing the market trend, the Company
+will produce 2-minute “short-form” cultural content. These videos are distributed will be Faning and third-party social media
+networks to maximize K-POP’s global visibility and help drive organic user acquisition. 
+Development
+Status & Future Outlook 
+Global Interactive Technologies continues to prioritize infrastructure
+scalability and the expansion of engagement features. Monetization is in its inaugural stages, and the ongoing execution of this strategy
+remains dependent on successful user adoption and continued access to capital. 
+2 
+Faning
+Ecosystem and Legacy Fantoo Platform 
+Faning evolved from the legacy Fantoo platform ecosystem, which historically accumulated approximately 27 million registered accounts
+globally. 
+The
+Company views this historical registered account base as a potential long-term strategic asset. However, the Company did not
+complete a migration or reactivation of this historical user base during 2025 and cannot currently predict the extent to which such
+historical users may become active users, retained users, or monetizable users within the Faning platform. 
+The
+Faning platform is designed to support a multilingual user community across multiple geographic regions. The platform includes community
+engagement tools, messaging functionality, club-based interaction features, and multilingual communication tools, including real-time
+translation functionality. 
+During
+2025, the Company focused on maintaining and supporting the Faning platform, continuing development of platform functionality, and preparing
+for future commercialization initiatives. As of December 31, 2025, the Company remained in an early-stage commercialization phase, and
+revenue from the Faning platform remained limited. 
+Global
+Reach and Engagement 
+The
+Faning platform is designed to support a multilingual user community across multiple geographic regions, including users historically
+concentrated in markets such as the Philippines, Indonesia, Thailand, South America, and the Republic of Korea. 
+The
+platform includes community engagement tools, messaging functionality, club-based interaction features, and multilingual communication
+tools, including real-time translation functionality intended to facilitate communication among users across different regions. 
+Demographics
+and Target Audience 
+The
+Faning platform is primarily focused on users interested in Korean entertainment and culture, including K-pop and related digital fandom
+communities. 
+Historically,
+a significant portion of platform engagement for the legacy Fantoo platform ecosystem had been concentrated among users in the
+20–39 age demographic. The Company believes this audience represents an active segment of the global digital entertainment and
+social media market. 
+The
+platform is intended for users aged 12 and older. The Company maintains policies and technical measures designed to restrict access by
+underage users and to support platform safety and compliance requirements. 
+The
+Company may continue evaluating future user growth opportunities across multiple geographic regions and demographic groups as the Faning
+platform develops and commercialization initiatives evolve. 
+3 
+User
+Reward System & Faning Points (FP) 
+The
+reward system is a foundational element of the Faning ecosystem, designed to incentivize higher-quality content creation and active community
+participation. 
+FP
+Generation and Distribution 
+Users
+accumulate Faning Points (FP) through multiple engagement channels: 
+● Activity-Based
+Rewards: FP is granted based on a user’s level of contribution and engagement within
+the Faning platform. 
+● Ad-Revenue
+Sharing: As part of our commitment to a user-centric economy, 50% of the daily net advertising
+profits generated within the platform are distributed as FP to users. Historically, this
+distribution has been allocated with approximately 30% designated for content creators and
+20% for general participating users. 
+● Fixed
+Value: For the purposes of the platform economy, the value of FP is maintained at a fixed
+ratio of 1 FP to 100 Korean Won. 
+Utility
+and Redemption 
+FP
+serves as the primary internal currency for the Faning ecosystem. Users can redeem accrued FP for a wide array of products and services,
+including: 
+● Exclusive
+Content: Access to premium content from artists and other creators. 
+● K-Culture
+Merchandise: Purchase of physical and digital goods within the Faning Fanshop. 
+● Platform
+Engagement: Utilization of FP for platform-based activities, such as voting and boosting
+content, which are key components of our monetization strategy. 
+Storage,
+Security, and Governance 
+The
+Company prioritizes the integrity and security of the reward ecosystem through technical and administrative controls: 
+● Segmented Database Architecture: FP data is stored and managed in a dedicated
+database, isolated from other application data for confidentiality and greater security. Access is limited to authorized personnel via
+permitted IP bands. 
+● Disaster
+Recovery: The FP database utilizes cloud backup functions, which can enable rapid restoration
+within hours in the event of a system failure. 
+● Account
+Policy: FP does not expire and accumulates in the user’s account. However, upon account
+deactivation, any unredeemed FP is forfeited and moved to the Company’s reserve account
+for redistribution into the ecosystem. The Company does not intend to repurchase FP from
+users. 
+4 
+User-to-User
+Interactions 
+We
+have engineered Faning to provide an expansive array of interactive opportunities, fostering a vibrant ecosystem where global users can
+engage deeply with the platform and each other. These interactions—comprising clubs, community forums, and chat functions—are
+strategically designed to solidify the Faning brand identity and cultivate long-term user loyalty 
+Faning
+Clubs & Communities: Integrated Engagement Ecosystem 
+The Faning platform is designed to provide a seamless,
+multi-layered engagement ecosystem to transition casual user interest into active community leadership and collective participation. 
+● Dynamic
+Community Creation: Faning communities function as open forums for user-generated content
+and social curation. New communities are established based on organic demand; once user requests
+for a specific topic reach a strategic threshold, the platform automatically activates a
+dedicated space for that interest group. 
+● Strategic
+Club Integration: From these broad communities, users can establish specialized “Clubs”
+to foster deeper, culture-specific interactions. Moderators have the autonomy to customize
+policies, allowing each Club to remain a space for dedicated fandoms. 
+● Collective
+Action & Support System: Every Club is equipped with a proprietary collaborative system
+that allows members to pool their Faning Points (FP) toward shared objectives. This collective
+power enables the community to secure premium rewards, such as future exclusive fan events or live-streamed
+concerts, that would be unattainable through individual effort. 
+● Democratic
+Governance: To ensure transparency and maintain user loyalty, decisions regarding the
+allocation of collective resources are determined by a formal voting process among the members. 
+● Monetization
+Engine: This integrated structure is a key driver for our revenue strategy. By funneling community discussions into Club-based actions,
+we can stimulate higher-volume participation in Vote and Boost features. 
+Faning
+Chats: Retention Social Architecture (2025 Update) 
+Faning’s
+integrated communication layer is a primary driver of user engagement, specifically engineered to maximize platform session duration
+and foster cross-border social ecosystems. 
+● 
+Social Connectivity & Retention: Unlike generic messaging services,
+Faning empowers users to establish dedicated, real-time chat environments within Faning Clubs. By anchoring social interactions directly
+within these interest-based communities, the platform fosters deeper user loyalty and can increase can increase daily active usage (DAU). 
+5 
+● 
+Global Interaction: Our proprietary real-time translation engine, currently supporting 17 languages, can eliminate language barriers and enable a truly unified global fandom regardless of geographic or linguistic origin. 
+● 
+Enterprise-Grade Privacy:
+Communications are protected through end-to-end encryption (E2EE). This security infrastructure can help to mitigate data leakage risks
+and solidify user trust, a key component of our brand value 
+● 
+Monetization Synergy: These high-engagement chat hubs serve as the
+strategic entry point for our monetization features. Continuous interaction within these spaces can directly stimulate participation in
+community-led Vote and Boost activities, which can convert social engagement into revenue. 
+Content
+and Intellectual Property Ecosystem 
+The
+Faning ecosystem utilizes a collaborative content model designed to bridge the gap between K-Culture creators and a global audience through
+structured localization and IP distribution. 
+1.
+Collaborative User-Generated Content (UGC) & Localization 
+At the core of our platform is a decentralized content
+model that empowers our users to produce and monetize culture-specific intellectual property. 
+● Creative
+Assets: Users can generate fandom content, including Fanart, Web Novels, and Webtoons,
+tailored to global K-Culture trends. 
+● Strategic
+Localization Ecosystem: To facilitate global reach, Faning operates a proprietary localization
+matching system that connects original content creators with skilled localizers for higher-quality, culturally nuanced translations. 
+● Revenue
+Management: The platform facilitates a structured revenue-sharing model based on pre-set
+agreements between creators and localizers. This system is designed to ensure that as content is localized
+and sold, profits are tracked and managed according to the agreed-upon terms, providing a
+scalable and transparent business environment. 
+● Engagement-Led
+Growth: This content ecosystem can drive higher-volume participation in our Vote and Boost features,
+as global fans utilize these tools to promote and elevate localized content within their
+regions. 
+2.
+Original IP & Premium Productions 
+The
+Company focuses on high-fidelity original content to anchor user loyalty and provide revenue streams. 
+● 
+Faning TV Originals: Specialized content teams will produce exclusive shows and web series, leveraging K-pop and animation IPs to drive premium engagement. 
+● 
+Concerts and Global Streaming: Faning may host and broadcast diverse musical events, with digital tickets and access sold through the Fanshop using FP or cash. 
+● 
+Music & Animation Distribution: In 2025, the Company expanded its IP portfolio to include the distribution of music for K-pop artists and international animation projects, such as The Nut Job 3, diversifying revenue through streaming and royalties. 
+6 
+Faning
+Fanshop: Integrated E-Commerce & Delivery 
+The
+Faning Fanshop is the central e-commerce destination within our ecosystem, enabling users to transition from content engagement
+to commercial transactions. 
+1.
+Direct Commerce & Product Offerings 
+The
+Fanshop serves as a premier marketplace where users purchase high-demand fandom items directly from the Company. 
+● Core
+Merchandise: Our inventory focuses on artist gifts, premium fandom goods, and exclusive K-Culture
+products. 
+● Ticketing
+& Events: Fanshop is an exclusive portal for purchasing tickets to both physical and
+live-streamed concerts, driving significant higher-margin revenue. 
+2. Payment & Revenue Model 
+We
+provide a flexible financial environment for transactions. 
+● Dual
+Payment Systems: Users can settle purchases using credit cards via third-party processors
+or through Faning Points (FP). 
+● Transaction
+Integrity: For any community-based transactions, the platform has been set up to release funds upon confirmed receipt of goods. 
+3.
+Global Fulfillment & Delivery Infrastructure 
+To
+support our international user base, the Company has established an efficient global logistics framework. 
+● Cross-Border
+Capabilities: Our delivery system is optimized for international shipping, enabling
+merchandise to reach fans across our key markets, including South Korea, Japan, Taiwan, and
+Southeast Asia. 
+● Seamless
+Logistics: By integrating established third-party logistics partners, we provide real-time
+shipment tracking and reliable last-mile delivery, enhancing the overall user experience. 
+7 
+Market
+Opportunity 
+The
+Company believes that continued global interest in Korean entertainment and culture (“K-Culture” or “Hallyu”)
+may create future opportunities for digital fan engagement platforms and related online community services. 
+According
+to the Korea Foundation’s 2024 Global Hallyu Status Report, the number of global Hallyu fans surpassed 225 million as of December
+2023 across 119 countries. The Korea Foundation reported that this figure represented significant growth compared to prior years. 
+The
+Company believes that increasing global consumption of K-pop, Korean television content, webtoons, digital media, virtual events, and
+mobile-based entertainment services may continue to support demand for multilingual fan engagement platforms and online fandom communities.
+The Ministry of Culture, Sports and Tourism and the Korean Foundation for International Cultural Exchange (“KOFICE”) also
+reported continued international growth in Korean Wave content consumption through the 2024 Overseas Hallyu Survey. 
+According
+to the ‘2025 Overseas Hallyu Status Survey’ released by the Ministry of Culture, Sports and Tourism and KOFICE in April 2025,
+the total export value of Hallyu-related sectors reached $15.18 billion in 2024, marking a 4.5% increase compared to the previous year. 
+The
+Company believes that mobile-first engagement, multilingual communication tools, online fan communities, and virtual participation features
+may continue to play an important role in the global digital entertainment ecosystem. 
+The
+Faning platform is designed to support these types of digital fan engagement activities through community interaction tools, multilingual
+communication functionality, and mobile and web-based accessibility. However, the Company remains in an early-stage commercialization
+phase and cannot assure that it will successfully expand its user base, achieve significant monetization, or establish a material market
+position within the global digital fandom industry. 
+Our
+Value 
+The
+Faning platform is designed to provide users with a centralized digital environment for Korean entertainment and culture-related fandom
+activities, including community interaction, content sharing, multilingual communication, and digital engagement. 
+The
+platform’s multilingual functionality is intended to reduce language barriers among users in different geographic regions. Faning
+also supports user-generated content and community-based participation tools that may provide a foundation for future monetization initiatives. 
+The
+Faning Point (“FP”) reward system is designed to encourage user participation within the platform. As of December 31, 2025,
+however, monetization features associated with the platform remained in early stages of commercialization, and revenue from the FANING
+platform remained limited. 
+OUR
+STRENGTHS 
+We
+believe Faning’S potential strengths include: 
+Focused Fandom Platform: Faning is designed specifically for users interested in Korean entertainment and culture, including K-pop. 
+Multilingual
+Engagement: Faning supports multilingual communication, including real-time translation functionality, to facilitate interaction
+among users in different regions. 
+Community-Based
+Features: Faning includes community forums, clubs, messaging, and user-generated content tools designed to support user participation
+and engagement. 
+Digital
+Engagement Tools: Faning includes Vote and Boost features designed to support user participation, community-driven engagement, and
+potential platform monetization. 
+FANING
+Point Reward System: The Faning Point (“FP”) system is designed to encourage user participation within the platform. 
+Mobile
+and Web Accessibility: Faning is accessible through mobile and web-based services, allowing users to engage with the platform across
+different devices. 
+8 
+OUR
+GROWTH STRATEGY 
+Our
+core strategy is to achieve global expansion by leveraging user acquisition models and maximizing the value of our growing fandom ecosystem. 
+● 
+Global User Acquisition: The Company prioritizes a data-driven growth model characterized by lower Customer Acquisition Costs (CAC). By optimizing performance marketing, we focus on capturing user growth across emerging markets. 
+● 
+Expansion of Higher-Margin Monetization: We are deploying a diverse revenue mix, centering on our proprietary “Vote and Boost” mechanisms. These tools can create a scalable and recurring revenue base by transforming global fan engagement into measurable commercial transactions. 
+● 
+Technological Leadership & Global Infrastructure: We continue to invest in innovative technologies, including our 17-language real-time translation engine and end-to-end encryption (E2EE). This enables an user experience that facilitates social interaction for our expanding global community. 
+● 
+Cross-Cultural Diversification: While rooted in K-Culture, our strategy includes expanding into broader global fandoms, including cinema, gaming, and sports. This enables the Faning ecosystem to adapt to the continuous evolution of global cultural trends. 
+● 
+Revenue Channels: The Company aims to generate consistent income through virtual events, live-streaming, and premium subscription services. These features are designed to foster long-term brand loyalty and establish a monthly recurring revenue (MRR) base. 
+OUR
+MARKETING STRATEGY 
+We
+focus on a data-driven, higher-efficiency marketing model designed to capture the global K-Culture fandom. Our strategy prioritizes scalable
+user growth through optimized performance marketing and strategic regional engagement. 
+● 
+Higher-Efficiency Performance Marketing: Our primary strategy centers on leveraging data analytics to achieve lower Customer Acquisition Costs (CAC). By optimizing digital ad spend and targeting higher-growth emerging markets, we focus on acquiring an user base with minimal capital expenditure. 
+● 
+Localized Ecosystem Development: To penetrate global markets, we implement region-specific marketing initiatives. 
+○ Strategic
+Localization: We collaborate with local content creators and marketing experts to tailor
+our services for key regions, including the United States, Europe, and Southeast Asia. 
+○ Operational
+Compliance: We maintain a strict policy of not operating or providing services in China (including
+Hong Kong and Macau) due to regulatory concerns and data privacy protections. This is designed to ensure
+the security of our global user base and compliance with international standards. 
+● Global
+Ambassador & Influencer Program: We engage with “Global Ambassadors” and
+local influencers who resonate with fandom communities in their respective regions. These
+partners create localized, theme-specific content to drive organic interest and migrate fans
+of K-Culture directly to the Faning platform. 
+● Community-Driven
+Organic Growth: We foster deep relationships with our users through various engagement channels
+to drive brand loyalty. By maintaining higher satisfaction levels, we can encourage voluntary peer-to-peer
+referrals, creating a flow of organic growth that can reduce long-term marketing
+costs. 
+● Interactive
+Event Integration: We may host themed virtual or physical fan engagement events, including K-pop related experiences, to increase user
+participation and platform engagement. Our Vote and Boost mechanisms are designed to encourage user interaction and community activity
+across the platform. 
+9 
+Technology
+and Intellectual Property 
+The
+Company developed Faning as a technological evolution, focusing on higher scalability and a premium user experience. Our proprietary
+infrastructure is designed to handle global traffic while providing specialized tools for fandom engagement. 
+● Integrated Suite of Tools: Faning differentiates itself through live-streaming,
+real-time interaction, and diverse monetization mechanisms such as Vote and Boost. 
+● Multi-Platform Accessibility: The platform is optimized for both mobile
+and PC, featuring a minimalist and higher-end UI/UX designed to provide for accessibility for our global user base. 
+● AI-Powered
+Safety & Verification: We deploy AI protocols: 
+○ Automated Content Filtering: AI-powered nudity detection systems that identify
+and block sensitive content. 
+○ Deepfake & Identity Verification: AI-enabled detection tools that verify
+the authenticity of uploaded media. 
+● Global
+Linguistic Integration: Our AI-driven translation engine supports 17 languages in real-time,
+enabling seamless, borderless communication without the need for manual intervention. 
+● Personalized Content Curation: Algorithms analyze user engagement data
+to deliver personalized search results and content recommendations, designed to create platform stickiness and user retention. 
+Digital
+Properties and Websites 
+The
+Company maintains a streamlined portfolio of digital properties to support its global platform operations and corporate governance requirements. 
+● Faning
+Platform: The Company operates its core global fandom services through its primary domains,
+Faning.xyz and Faning.co.kr. These properties serve as the central hub for the platform’s
+engagement and monetization features. 
+● Corporate
+Website: The Company’s official corporate presence is maintained at www.gitechnologies.com .
+This site hosts our corporate information, SEC filings, and
+investor relations for Global Interactive Technologies. 
+10 
+Competition 
+The
+market for global fandom and digital engagement is highly competitive. We compete across several sectors, including: 
+● Global
+Social Media Platforms: Large-scale networks such as Facebook, Instagram, and X (formerly
+Twitter). 
+● Community
+& Discussion Platforms: Specialized community services like Reddit. 
+● Dedicated
+K-pop Fandom Platforms: Industry-specific services such as Weverse and Lysn. 
+● User-Generated
+Content (UGC) Platforms: Content creation hubs like Wattpad. 
+OUR
+COMPETITIVE ADVANTAGE 
+W e
+believe we possesses the following strategic advantages. 
+● 
+Marketing & Acquisition Efficiency: Our most significant advantage is a data-driven marketing model characterized by lower Customer Acquisition Costs (CAC). This can allow the Company to achieve user growth with lower marketing expenditures. 
+● 
+Monetization Architecture: Faning is engineered for monetization through proprietary tools like Vote and Boost. This can transform organic fan engagement into digital transactions, providing a revenue model different than advertising-dependent networks. 
+● 
+Global Inclusivity: Faning features a native, AI-driven 17-language real-time translation engine. This technology can enable a seamless, borderless experience for the global fandom, fostering a more integrated and loyal international community. 
+● 
+Lean and Scalable Infrastructure: Our focus on minimalist UI/UX and security protocols (E2EE) can provide a premium user experience with lower operational overhead. This lean operational model allows the Company to remain agile and adapt more quickly to shifting global cultural trends. 
+Partnerships
+and Industry Participation 
+The
+Company has participated in certain industry organizations and collaborative initiatives related to Korean culture, digital platforms,
+and technology development. 
+Federation
+of Artistic & Cultural Organization of Korea (“FACO”): Since 2021, the Company has maintained a relationship with FACO,
+a non-profit organization focused on Korean art and cultural activities. FACO includes multiple member associations and international
+branches supporting cultural exchange and artistic activities. 
+Metaverse
+Alliance: The company has participated in the Metaverse Alliance, an initiative associated with South Korea’s Ministry of Science
+and ICT (“MSIT”) involving companies and organizations engaged in digital platform and technology-related initiatives. 
+The
+Company may continue to explore strategic relationships and industry collaborations that support the development of the FANING platform
+and related business activities. 
+11 
+Employees
+and Labor Relations 
+As
+of December 31, 2025, the Company maintained a lean organizational structure consisting of five personnel at Global Interactive Technologies,
+Inc. and seven personnel at FANING KOREA, LLC. 
+The
+Company also engages contractors and consultants from time to time to support technical development, platform maintenance, marketing,
+administrative functions, and other business needs. 
+None
+of the Company’s employees are represented by a labor union or covered by a collective bargaining agreement. The Company has not
+experienced any material labor disputes. 
+Seasonality 
+The
+Company does not currently experience significant seasonality that materially affects its operations or financial results. 
+As
+the Faning platform develops, user engagement and future revenue, if any, may fluctuate based on entertainment industry cycles, major
+K-Culture events, artist release schedules, holidays, and regional user activity patterns. The Company will continue to monitor these
+factors as its commercialization initiatives evolve. 
+Governmental
+Regulation 
+We
+are subject to a variety of national, regional, and local laws and regulations in both the United States and the Republic of Korea. These
+laws affect multiple aspects of our business, including user interaction, data management, and international commerce. Applicable areas
+of law include fair trade, competition, labor and employment, privacy and data protection, intellectual property, and consumer protection. 
+Many
+of these laws are continuing to evolve, especially those governing digital platforms, artificial intelligence (AI), and cross-border
+data transfer. Due to the extent of our operations, we are subject to several specific regulatory regimes, including: 
+● Copyright
+Act: Protects creative works, software, and databases. It enforces fair use and online service
+provider exemptions under the Korea–U.S. Free Trade Agreement. 
+● Youth
+Protection Act: Regulates media content accessible to minors, classifying harmful content
+and restricting distribution through administrative procedures. 
+● Content
+Industry Promotion Act: Governs the production and sale of digital content, requiring consumer
+protection provisions such as refunds and cancellation rights in our terms of service. 
+● Personal
+Information Protection Act (PIPA): Regulates the collection, use, and destruction of personal
+data in South Korea. It includes strict consent requirements, data subject rights, and breach
+notification obligations. 
+● Monopoly
+Regulation and Fair Trade Act: Overseen by the Korea Fair Trade Commission (KFTC), this act
+ensures fair competition and prevents unfair trade practices. The Company monitors compliance
+regarding related party transactions and corporate disclosures to enable transparency. 
+● Global
+Data Privacy & AI Ethics: As we expand globally, the Company monitors compliance with
+international standards, including the General Data Protection Regulation (GDPR) in Europe
+and evolving AI safety regulations. 
+Facilities 
+The
+Company’s primary operational and development activities are conducted from office premises located at 160 Yeouiseo-ro, Yeongdeungpo-gu,
+Seoul, Korea. 
+Legal
+Proceedings 
+From
+time to time, the Company may become involved in routine claims, inquiries, or proceedings arising in the ordinary course of business.
+As of the filing of this Annual Report on Form 10-K, the Company was not subject to any material pending legal proceedings that management believes would have a
+material adverse effect on the Company’s consolidated financial position or results of operations. 
+Available
+Information 
+Our
+annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or
+furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge under the Investors
+Relations page on our website, www.gitechnologies.com, as soon as reasonably practicable after such reports are electronically filed
+with, or furnished to, the Securities and Exchange Commission (“SEC”). Information on our website is not included as a
+part of, or incorporated by reference into, this report. The Securities and Exchange Commission maintains an internet site that
+contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
+Securities and Exchange Commission. Our SEC filings are also available through the SEC’s website, www.sec.gov. 
+12

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+Item
+13. 
+Certain Relationships and Related Transactions, and Director Independence 
+59

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+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001912582,AIEV,"Thunder Power Holdings, Inc.",2024,10-K,2025-03-31,2024-12-31,2025-03-31T20:05:48.000Z,0001213900-25-026239,ea0235674-10k_thunder.htm,ANNUAL REPORT,8326336,1,1,https://www.sec.gov/Archives/edgar/data/1912582/000121390025026239/ea0235674-10k_thunder.htm,https://www.sec.gov/Archives/edgar/data/1912582/000121390025026239/

raw/filings/0001912582/2024/0001213900-25-026239/item1.txt

@@ -0,0 +1,997 @@
+Item 1. Business 
+Corporate History and Background 
+FLFV 
+Prior to June 21, 2024,
+we were known as Feutune Light Acquisition Corporation, a Delaware corporation (“FLFV”), and Feutune Light Merger Sub, Inc.,
+a Delaware corporation and wholly owned subsidiary of FLFV (“Merger Sub”). On October 26, 2023, we entered into a business
+combination agreement (as amended, the “Business Combination Agreement”) with Thunder Power Holdings Limited, a British Virgin
+Islands company (“Thunder Power”), pursuant to which on June 21, 2024, Thunder Power merged with and into Merger Sub, with
+Merger Sub surviving the merger as a wholly owned subsidiary of FLFV (the “Merger” and, together with the other transactions
+contemplated by the Business Combination Agreement and any other agreement executed and delivered in connection therewith, the “Business
+Combination”). At the closing of the Business Combination, FLFV was renamed as “Thunder Power
+Holdings, Inc.” Unless the context indicates otherwise, references in this prospectus to the “Company,” “Thunder
+Power Holdings,” “we,” “us,” “our” and similar terms refer to Thunder Power Holdings, Inc.
+(f/k/a Feutune Light Acquisition Corporation). References to “FLFV” refer to our predecessor company prior to the consummation
+of the Business Combination. 
+Thunder Power 
+On March 21, 2013, Thunder
+Power Hong Kong Ltd. (“TP HK”) was established as a wholly owned subsidiary of Thunder Power with the intention to act as
+a financial and operational hub of Thunder Power, to deal with various corporate actions such as fundraising, back-office operations
+and bridge the operations between China and Europe. On April 8, 2016, China New Energy Vehicle Company Limited (“China NEV”)
+was established as a subsidiary of Thunder Power. On August 6, 2021, the Board of Directors of the Thunder Power approved the spin-off
+of China NEV and TP HK, and the transaction was completed on December 14, 2021 with no cash consideration. Upon consummation of the spin-off,
+Thunder Power no longer holds any equity shares in China NEV and TP HK and retains only one 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. 
+Our Company 
+Thunder Power is a technology
+innovator and a prospective manufacturer of premium electric vehicles (“EVs”). The Company has developed several proprietary
+technologies which are the building blocks of the Thunder Power family of EVs. Thunder Power Holdings, Inc., a Delaware corporation,
+was incorporated in January 2022 as a blank check company under the name Feutune Light Acquisition Corporation (“FLFV”).
+In June 2024, the Company completed its Business Combination with Thunder Power Holdings Limited (“Thunder Power”), which
+resulted in Thunder Power becoming a wholly-owned subsidiary of the Company. Thunder Power’s wholly-owned subsidiary, Thunder Power
+New Energy Vehicle Development Company Limited, a company established in accordance with the laws and regulations of the British Virgin
+Islands on October 19, 2016 (“TP NEV”), has developed several proprietary technologies which are the building blocks of the
+Thunder Power family of EVs. Thunder Power is a holding company with no operations that was incorporated under the laws and regulations
+of the British Virgin Islands with limited liability on September 30, 2015. 
+You can find additional
+information on our website at https://aiev.ai/. The information contained on, or that can be accessed through, our website is not part of,
+and is not incorporated into, this Annual Report on Form 10-K. 
+Our Business Divisions 
+We envision to structure
+our operations into three different divisions: vehicle development, strategic alliance and mergers and acquisitions, and trade and consulting,
+each of which intend to address a large, fragmented market. 
+1 
+Vehicle Development 
+Thunder Power is strategically
+focused on the development and production of electric vehicles (EVs) that combine timeless Italian design with an emphasis on delivering
+a joyful and engaging driving experience at an accessible price point. The Company’s vehicle development efforts are structured
+around three core series: Core Products, Niche Offerings, and Collaborative Projects. 
+Core Product 
+At the heart of Thunder
+Power’s product portfolio is the Compact City Car, which is scheduled for launch in 2027. This model integrates Thunder Power’s
+proprietary innovations, developed prior to its public listing, with state-of-the-art technical solutions. The vehicle’s design
+is led by renown European designer, ensuring a blend of functionality and aesthetic appeal. We expect to outsource the initial production
+to facilities in Italy, with an option for insourced production beginning in 2029. 
+Key features of our Compact
+City Car include: 
+● Italian
+Craftsmanship: An affordable, compact sports car that reflects Italian design, quality, and
+driving spirit. 
+● Driver-Focused
+Experience: Engineered for superior ride and handling, prioritizing driver engagement with
+a human-centric design and minimal reliance on screens. 
+● Integrated
+Smart AI: Advanced AI software offering personalized features such as maps, driving modes,
+and individual settings to enhance the driving experience. 
+We intend to focus on achieving
+symmetry of parts to simplify both manufacturing and assembly processes, adhering to niche manufacturing principles. We also aim to to
+minimize the number of unique components by promoting design repeatability. The Compact City Car is planned to integrate a combination
+of internal and external “off the shelf” parts alongside new development components, enhancing efficiency and reducing complexity
+in production. 
+The
+Compact City Car is designed to cater to a younger, urban demographic of first-time car buyers who value sustainability and view
+their car as an extension of their identity and lifestyle. The initial launch will target Taiwan as
+a pilot market, with subsequent expansion planned in Asia and Europe . 
+2 
+Niche Offerings 
+Thunder Power’s niche
+vehicle development focuses on creating high-impact, emotionally compelling products that prioritize personalization and unique design.
+These offerings are positioned as complementary vehicles for households, rather than primary functional cars. 
+Leveraging its existing
+chassis and technologies, we are well-position to develop and launch the Sports Coupe, a high-performance luxury vehicle that combines
+European styling with superior craftsmanship and driving dynamics. Drawing inspiration from other succesfful benchmarks, this model is
+designed to deliver exceptional comfort and performance, with a targeted starting retail price of $100,000. Production will be outsourced
+to Italy. 
+We also expect to explore
+opportunities in tailor-made retro vehicle development and restomod projects, leveraging its modular in-house chassis as a technological
+base. These offerings are aimed at a younger generation of automotive enthusiasts who value vintage aesthetics but seek modern performance,
+comfort, and eco-conscious functionality. In particular, we intend to explore the “electromods” trend, which involve converting
+classic cars to electric powertrains. This approach provides a unique driving experience while reducing emissions, appealing to both
+sustainability-minded and performance-driven customers. 
+Through these niche offerings,
+we aim to establish ourselves as a key player in the luxury and specialty automotive markets, emphasizing the traditional values of driving
+pleasure, craftsmanship, and grand touring. 
+Collaborative Projects 
+We actively pursue pursuing
+joint venture and collaboration opportunities to expand its footprint in emerging automotive segments. This includes leveraging its AIEV
+design framework to enhance third-party platforms for exclusive markets. 
+One of the Company’s
+primary areas of focus is the rapidly growing microcar segment, which offers a unique opportunity to bridge the gap between motorcycles
+and traditional passenger vehicles. Microcars are particularly well-suited for urban environments and have experienced significant growth
+in Europe, with strong potential for further expansion in Asia. According to McKinsey’s Future Mobility 2022 survey, the global
+microcar market is projected to reach a total addressable value of $340 billion annually by 2030, driven by increased consumer demand
+for sustainable and versatile urban mobility solutions. 
+The first Microcar project
+is planned as a low-volume joint venture, leveraging the platform of an existing manufacturer, with production targeted to begin in 2026.
+This model will incorporate Thunder Power’s signature Italian design elements. A fully unique Microcar is anticipated to launch
+from 2029, subject to achieving market-relevant retail pricing, which is currently under evaluation. 
+Mergers and Acquisitions (M&A) 
+We are committed to pursuing
+a proactive mergers and acquisitions strategy, primarily targeting opportunities within the clean energy sector and related industries.
+The focus will be on acquisitions that are immediately revenue-generating, reinforcing the Company’s financial position while creating
+synergies with its core business. 
+On December 19, 2024,
+we entered into a share exchange agreement with certain shareholders (“TW Shareholders”) of Electric Power Technology
+Limited, a Taiwan corporation (“TW Company”). On February 10, 2025, the Company and TW Shareholders executed an amendment to the Agreement (the “Amendment”, and together with the Agreement, the “Amended
+Agreement”). Purusant to the terms of the Amended Agreement, upon completion of the transaction, the Company will hold
+approximately 37.4% of TW Company’s total issued and outstanding shares. The transaction is currently under review and subject
+to approval. This transaction is expected to strengthen Thunder Power’s position in renewable energy while providing immediate
+revenue streams 
+We also intend to explore
+mergers and acquisition opportunities in artificial intelligence sector and related industries, which offer significant growth potential
+and opportunities for technological and financial returns. 
+3 
+Acquisitions in this space
+are expected to bring immediate revenue and profit to the Company while bolstering its expertise in advanced technologies. The market
+is experiencing significant growth and increasing demand, driven by the rise of mobile devices, IoT, and cloud computing, along with
+emerging technologies in sectors such as automotive (electric vehicles), data centers, and consumer electronics. Rapid technological
+advancements are leading to continuous improvements in storage capacity, speed, and efficiency, exemplified by innovations like 3D NAND
+technology, which in turn enhances the value of patents and proprietary technologies. Additionally, with the increasing emphasis on sustainability
+initiatives and the expansion of applications includingaugmented reality (AR) and virtual reality (VR), we expect future demand for advanced
+flash solutions and AI technologies continue to grow. 
+We will continue to focus
+and evaluate potential targets which demonstrate innovative technologies, strong supply chain management, and a solid market position.
+The company would assess their growth potential in emerging markets and their ability to adapt to technological changes and regulatory
+requirements. 
+Trade and Consulting 
+At the core of our strategy
+is to generate revenue during the capital-intensive vehicle development phase. To achieve this, the Company plans to engage in complementary
+activities that do not interfere with its core business operations but provide additional revenue streams and cash flow. 
+Vehicle Trading 
+As a precursor to building
+a dealer network and cultivating sales contacts, we intend to engage in limited prestige vehicle trading. This initiative will focus
+on trading new and nearly-new vehicles in the European and Asian markets, leveraging the Company’s market expertise and industry
+relationships. 
+In addition to its opportunity
+to bringing cash flow, we also expect these trading activities to enable us establish valuable industry connections and insights, laying
+the groundwork for a future dealer network and strengthening the Company’s presence in key markets. 
+Consulting 
+We also intend to offer
+design consulting services and licensing access to its patent portfolio as part of its broader strategy to monetize intellectual property
+and technical expertise. 
+Capitalizing the Company’s
+in-house design capabilities and patent portfolio, we plan to unlock additional revenue opportunities while maintaining ensuring cost
+efficiency. 
+Technology 
+Thunder Power is an automotive
+company that plans to use innovative EV technology to set new standards for sustainable transportation. Thunder Power is negotiating
+and securing licensing rights to intellectual property of its affiliates, which have developed the cutting-edge EV technology that
+the Company believes could set a new benchmark for EVs. Core to Thunder Power’s DNA is achievement of technical excellence, which
+the Company hope to secure through licensing of intellectual property from its affiliates for proprietary technologies, such as the modular
+flexible chassis system, wireless charging, multi-link suspension system, light weight engineering, BMS, TMS and the use of EV certain
+EV TDPs. 
+4 
+● 
+Battery Pack. The
+Battery Pack is expected to utilize 18,650 cylindrical batteries in each EV, while the BMS is expected to control and monitor the
+Battery Pack, which the Company views as extra high safety standards and an innovative charge-balancing system designed to slow
+aging and degradation of the Battery Pack. 
+● 
+Battery Management
+System. Thunder Power believes that the proprietary BMS is the most important and valuable part of the Battery Pack, indeed
+of the entire EV. The functional purpose of the proprietary BMS is to prolong the battery life cycle, improve passenger safety
+by allowing EV operators to get to a safe location, and predict the potential for battery malfunctions. To accomplish this, the BMS
+modulates and monitors the temperature range, battery cell voltage limits, and power output limit when the EV is in operation. The
+BMS consists of local management units (“LMUs”), which monitor cell voltages and temperature in individual modules of
+the Battery Pack. This information is then collected and sent to the BMS, which monitors the overall voltage of each module and calculates
+the state of charge (“SOC”) of the Battery Pack. This enables the BMS to estimate the available power output and remaining
+driving range of the EV, as well as determine the state of health (“SOH”) of the Battery Pack by predicting the potential
+for battery failures through monitoring the voltage, temperature, and usage of the batteries. 
+● 
+The BMS Concept.
+In the unlikely event of a critical failure, the BMS is intended to cut the high-voltage power to a lower voltage, ensuring
+that the EV has sufficient power to reach a safe location. Should a minor malfunction occur in a battery cell or module, the BMS
+is able to detect the failure and inform the driver to schedule a maintenance appointment. 
+EV Traction Drivetrain (EV TDP) 
+The EV TDP has various core
+competencies that are critical to the Company’s products. We believe that the EV TDP is energy efficient. The product contains
+a synchronous motor with both PM (permanent magnet) and reluctance torque and has a high-fill factor bar-wound design. The inverter drive
+has a maximum efficiency vector control, which we believe could achieve high efficiency in a broad speed and power range. Additionally,
+we believe that it could benefit our EVs by providing a greater driving range and lower battery capacity requirements, as compared to
+those of our competitors’ vehicles. We believe that the EV TDP is scalable. The product’s power range is believed to be 50~250
+kW. The EV TDP features a standardized stator diameter and its output power is varied by changing stack lamination; therefore, we believe
+that it allows a broad spectrum application for various types of EVs. We believe that EV TDP is highly integrated with the liquid cooling
+motor, inverter drive and gear, which in turn makes the EV TDP compact and lightweight, and optimized for system performance. Finally,
+we believe that the EV TDP is cost effective. The EV TDP has a low-pressure loss cooling tunnel design, integrated cooling jacket and
+a motor frame design. 
+5 
+The Company does not hold
+the intellectual property rights to the traction motor, all rights for which are owned by Mr. Wellen Sham, the former chief executive
+officer of Thunder Power, in his capacity as an individual inventor. There is no licensing agreement in place for the EV TDP between
+the Company and Mr. Sham. 
+6 
+The traction motor is demonstrated
+above; Thunder Power does not hold the intellectual property rights to the traction motor, all rights for which are owned by Mr. Wellen
+Sham in his capacity as an individual inventor. There is no licensing agreement in place between the Company and Mr. Sham for the
+traction motor. 
+The above power train is
+manufactured by Electric Power Technology Ltd (a Taiwanese public company, Taiwan List Co. 4529), an affiliate and one of the shareholders
+of Thunder Power 
+In addition, as mentioned
+below in the section under the heading ” Future Technology and Vehicle Programs ”, Thunder Power may explore the
+potential of applying EV TDP in other commercial applications. 
+Intellectual Property 
+Thunder Power, as a holding
+company, does not own any patents. Patents are primarily owned by Thunder Power’s wholly owned subsidiary, TP NEV, except for the
+EV TDP, the patent for which is owned by Mr. Wellen Sham in his capacity as an individual inventor and patent holder. There is no
+licensing agreement in place between Thunder Power and TP NEV or Mr. Sham. These patents are predominantly utility patents, with a number
+of design patents. 
+Intellectual property is
+important to our business. Our commercial success depends on our ability to obtain, maintain and protect the intellectual property and
+other proprietary technology that we develop or acquire the rights to, to operate without infringing, misappropriating or otherwise violating
+the intellectual property and proprietary rights of others, and to prevent others from infringing, misappropriating or violating our
+intellectual property and proprietary rights. We expect to rely on a combination of patents, trademarks, trade secrets, know-how, continuing
+technological innovation, confidential information and other measures to develop and maintain our proprietary position including through
+personnel, contractor, consultant and third-party nondisclosure and invention assignment agreements and other contractual arrangements. 
+7 
+Regardless of the protective
+measures that we may implement to safeguard our intellectual property and proprietary technology, there is always a risk that alterations
+from our products or processes may provide sufficient basis for a competitor to avoid infringement claims. In addition, the coverage
+claimed in a patent application can be significantly reduced before a patent is issued and courts can reinterpret a patent’s scope
+after issuance. Many jurisdictions, including the United States, permit third parties to challenge issued patents in administrative
+proceedings, which may result in further narrowing or even cancellation of patent claims. We cannot provide any assurance that any patents
+will be issued from our pending or any future applications or that any current or future issued patents will adequately protect our intellectual
+property. For this and other risks related to our proprietary technology, inventions and improvements, please see the section under the
+heading “Risk Factors.” 
+Through TP NEV, Thunder
+Power is expected to have access to 154 issued U.S. patents, once it secures a licensing agreement. 
+We hope to develop additional
+intellectual property and proprietary technology as our engineering and validation activities ramp up. Technologies that we expect to
+have access to, through licensing agreements, and intend to invest in and develop include engineering software, drivetrain systems and
+controls, infotainment, cybersecurity, telematics and electrical architecture hardware and software. As we develop our technology, we
+will continue to build our intellectual property portfolio, including by pursuing patent and other intellectual property protection when
+we believe it is possible, cost-effective, beneficial, and consistent with our overall intellectual property protection strategy. 
+Generally, the terms of
+individual issued patents extend for varying periods depending on the date of filing of the patent application or the date of patent
+issuance and the legal term of patents in the countries in which they are obtained. Generally, utility patents issued for applications
+filed in the United States are granted a term of 20 years from the earliest effective filing date of a non-provisional patent
+application, assuming the patent has not been terminally disclaimed over a commonly-owned patent or a patent naming a common inventor,
+or over a patent not commonly owned but that was disqualified as prior art as the result of activities undertaken within the scope of
+a joint research agreement. The life of a patent, and the protection it affords, is therefore limited and once the patent lives of our
+issued patents have expired, we may face competition, including from other competing technologies. The duration of foreign patents varies
+in accordance with provisions of applicable local law, but typically is also 20 years from the earliest effective filing date. The
+actual protection afforded by a patent may vary from country to country and can depend upon many factors, including the type of patent,
+the scope of its coverage, the availability of patent term adjustments or extensions, the availability of legal remedies in a particular
+country and the validity and enforceability of the patent. As a result, our owned patent portfolio may not provide us with sufficient
+rights to exclude others from commercializing products similar or identical to ours. 
+Furthermore, we rely upon
+trade secrets and know-how, confidential information, unpatented technologies, continuing technological innovation and other proprietary
+information to develop, protect and maintain our competitive position and aspects of our business that are not amenable to, or that we
+do not presently consider appropriate for, patent protection and prevent competitors from reverse engineering or copying our technologies.
+However, the foregoing rights, technologies and information are difficult to protect. We seek to protect them by, in part, using confidentiality
+agreements with our personnel and consultants and any potential commercial partners and collaborators and invention assignment agreements
+with our personnel We also have implemented or intend to implement confidentiality agreements or invention assignment agreements with
+our selected consultants and any potential commercial partners. These agreements are designed to protect our proprietary information
+and, in the case of the invention assignment agreements, to grant us ownership of technologies that are developed through a relationship
+with a third party. These agreements may be breached, and we may not have adequate remedies for any breach. There can be no assurance
+that these agreements will be self-executing or otherwise provide meaningful protection for our trade secrets or other intellectual
+property or proprietary information. In addition, our trade secrets may otherwise become known or be independently discovered by competitors.
+To the extent that our commercial partners, collaborators, personnel and consultants use intellectual property owned by others in their
+work for us, disputes may arise as to the rights in related or resulting know-how and inventions. 
+8 
+Our commercial success will
+also depend in part on not infringing, misappropriating or otherwise violating the intellectual or proprietary rights of third parties.
+The issuance of third-party patents could require us to alter our development or commercial strategies, change our products or processes,
+obtain licenses to additional third-party patents or other intellectual property or cease certain activities. Our breach of any
+license agreements or failure to obtain a license to proprietary rights that we may require to develop or commercialize our future products
+or technologies may have an adverse impact on us. Given that patent applications in the United States and certain other jurisdictions
+are maintained in secrecy for 18 months or potentially longer, and since publication of discoveries in the scientific or patent
+literature often lags behind actual discoveries, we cannot be certain of the patent protection being sought by third parties and/or the
+priority of inventions covered by such patent applications. Moreover, we may have to participate in interference, revocation, derivation,
+re-examination, post-grant review, inter partes review or opposition proceedings brought by third parties or declared by the U.S. Patent
+and Trademark Office or an equivalent foreign body. See “ Risk Factors ” for additional information regarding these
+and other risks related to our intellectual property portfolio and their potential effect on us. 
+Patents Pertaining to the Battery Pack/BMS 
+The U.S. patent applications
+of the Company’s affiliate in connection with the Battery Pack/BMS innovations include: 
+● 
+Auto-detection and Self-exclusion of
+Malfunctioned Battery Modules in an Electric Vehicle Battery Pack. This technology is designed to allow the user to continue
+driving the EV, albeit with fewer batteries and lower voltage, to reach a service center or a safer location. This, in turn, is expected
+to reduce the frequency of need for roadside assistance and associated maintenance costs. 
+● 
+The Communication
+Structure of Battery Pack. The technology collects modular data from the Battery Pack and then calculates and interprets
+the data, sending the results to the vehicle control unit (“VCU”). A key benefit of its innovation is the overall reduction
+in Control Area Network (“CAN”) data volumes and lack of interference with other subsystems, ensuring greater communication
+stability . 
+● 
+The Wireless Data
+Transmission of the EV Battery Pack in Electric Vehicles. The technology utilizes wireless technology to communicate between
+the Battery Pack and the VCU, charger, and maintenance center. The innovative design effectively reduces the amount of electrical
+wiring required and could also be beneficial to swappable battery solutions (by avoiding connector corrosion). 
+● 
+Intelligent Charge
+Balancing System. Typically, EVs run multiple battery cells. However, when one of the cells malfunctions, there is the potential
+for the entire battery pack to malfunction or underperform. Thunder Power’s innovation, through the application of independent
+switching circuits, detects modular imbalances and eliminates them — thereby maintaining consistent performance levels.
+A key benefit is that it slows Battery Pack aging and battery capacity degradation. 
+● 
+Thermal Management
+System (“TMS”). Thunder Power believes that its thermal management system (the “TMS”) controls the
+vehicle temperature in a safe and efficient manner by taking an integrated approach to create a vehicle heating, drivetrain, and
+temperature control unit. The key benefit of Thunder Power’s design is the reduction in vehicle weight and energy requirements
+that contribute to its extended driving range. 
+9 
+Unlike an internal combustion
+engine (“ICE”), an EV uses electricity from batteries as a power source. As a result, additional heaters and chillers are
+required to better control the vehicle temperature in operation and provide cabin comfort. The downside of heating and cooling devices
+within conventional EVs is their power consumption. TMS to heat or cool, can use up to 50% of all stored battery energy. As a result,
+an EV’s TMS is critical to both driving range and energy efficiency. The Company intends to use a proprietary integrated thermal
+management system that is responsible for controlling heating, ventilation, and air conditioning, as well as drivetrain temperature and
+battery temperature. 
+By regulating the operating
+temperature of the vehicle, this technology increases the lifespan of sub-systems, including the Battery Pack. Moreover, through what
+the Company believes to be an efficient heating circuit design, dissipated heat from the electric power train, battery system, or other
+electrical device can be recaptured and used for cabin heating. The system is also intended to include environmental temperature monitoring,
+which can determine the need to switch to different circulation loops to ensure optimal performance or activate pre-heating functionality
+when operating in cold climates (crucial to Battery Pack functionality). 
+Patents Pertaining to the Thermal Management System (“TMS”) 
+Thunder Power’s affiliate
+has filed U.S. patent applications for several innovations in connection with the TMS which seek to reduce energy consumption and
+allow for an extended range to the EVs. Patents include: 
+● 
+Series and Parallel Structure of Thermal Management
+System for Cabin Heater 
+● 
+Parallel Structure of Thermal Management System
+for Cabin Heater 
+● 
+Radiator and AC heat Exchanger Airflow System 
+● 
+Double-way Coolant Pipe for Battery Cooling
+Loop. 
+10 
+Battery Pack/BMS and TMS Patent list 
+The following is a list of material patents currently expected
+to be used by Thunder Power: 
+PATENT NO. 
+TITLE 
+COUNTRY 
+FUNCTION 
+TYPE 
+EXPIRATION 
+10,703,211 
+BATTERY PACK, BATTERY CHARGING STATION,
+AND CHARGING METHOD 
+US 
+Battery Pack/BMS 
+Utility 
+3/2/2036 
+9,499,067 
+POWER MANAGEMENT IN ELECTRIC VEHICLES 
+US 
+Battery Pack/BMS 
+Utility 
+6/23/2035 
+9,716,392 
+BATTERY PACK AND CONNECTING CIRCUITS OF BATTERY MODULES 
+US 
+Battery Pack/BMS 
+Utility 
+10/14/2035 
+9,783,020 
+BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING
+METHOD 
+US 
+Battery Pack/BMS 
+Utility 
+6/23/2035 
+10,312,558 
+BATTERY PACKAGING AND INSERT MOLDING FOR ELECTRIC VEHICLES 
+US 
+Battery Pack/BMS 
+Utility 
+12/20/2036 
+9,865,905 
+BATTERY COOLANT LOOP PAD FOR ELECTRIC VEHICLES 
+US 
+Battery Pack/BMS 
+Utility 
+7/13/2036 
+10,144,304 
+POWER MANAGEMENT IN ELECTRIC VEHICLES 
+US 
+Battery Pack/BMS 
+Utility 
+6/23/2035 
+10,700,335 
+BATTERY SYSTEM HOUSING WITH INTERNAL BUSBAR 
+US 
+Battery Pack/BMS 
+Utility 
+4/28/2037 
+10,164,225 
+BATTERY SYSTEM HOUSING WITH BUSBAR GRID FIXATION 
+US 
+Battery Pack/BMS 
+Utility 
+3/24/2037 
+10,396,410 
+BATTERY SYSTEM HOUSING WITH INTERNAL BUSBAR 
+US 
+Battery Pack/BMS 
+Utility 
+7/3/2037 
+10,103,414 
+BATTERY SYSTEM ASSEMBLY PROCESS AND BATTERY SYSTEM
+ASSEMBLY 
+US 
+Battery Pack/BMS 
+Utility 
+3/24/2037 
+10,347,888 
+BATTERY SYSTEM HOUSING WITH UNDERSIDE ARMOR 
+US 
+Battery Pack/BMS 
+Utility 
+3/24/2037 
+10,403,943 
+BATTERY SYSTEM 
+US 
+Battery Pack/BMS 
+Utility 
+8/11/2037 
+10,027,001 
+BATTERY SYSTEM 
+US 
+Battery Pack/BMS 
+Utility 
+8/11/2037 
+10,723,230 
+INTELLIGENT VEHICLE CHARGING 
+US 
+Battery Pack/BMS 
+Utility 
+8/11/2037 
+10,298,061 
+WIRELESS VEHICLE RECHARGING SYSTEM 
+US 
+Battery Pack/BMS 
+Utility 
+8/11/2037 
+10,118,504 
+BATTERY SYSTEM HOUSING WITH FASTENER 
+US 
+Battery Pack/BMS 
+Utility 
+3/24/2037 
+9,755,202 
+BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE
+CHASSIS AND METHOD FOR REPLACING BATTERY MODULES 
+US 
+Battery Pack/BMS 
+Utility 
+1/26/2036 
+10,227,010 
+POWER MANAGEMENT IN ELECTRIC VEHICLES 
+US 
+Battery Pack/BMS 
+Utility 
+6/23/2035 
+10,044,012 
+BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE
+CHASSIS AND METHOD FOR REPLACING BATTERY MODULES 
+US 
+Battery Pack/BMS 
+Utility 
+1/26/2036 
+9,991,484 
+BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE
+CHASSIS AND METHOD FOR REPLACING BATTERY MODULES 
+US 
+Battery Pack/BMS 
+Utility 
+1/26/2036 
+10,084,175 
+BATTERY SYSTEM ASSEMBLY PRESS AND PROCESS OF MANUFACTURING
+A BATTERY SYSTEM ASSEMBLY 
+US 
+Battery Pack/BMS 
+Utility 
+3/24/2037 
+10,744,845 
+BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING
+METHOD 
+US 
+Battery Pack/BMS 
+Utility 
+6/28/2036 
+10,665,914 
+BATTERY SYSTEM HOUSING WITH INTEGRATED COOLING PIPE 
+US 
+Battery Pack/BMS 
+Utility 
+3/24/2037 
+10,312,559 
+BATTERY SYSTEM 
+US 
+Battery Pack/BMS 
+Utility 
+8/11/2037 
+10,625,615 
+BATTERY MANAGEMENT SYSTEM 
+US 
+Battery Pack/BMS 
+Utility 
+2/3/2037 
+11 
+10,784,487 
+INTEGRATED BUSBAR AND BATTERY CONNECTION
+FOR ELECTRIC VEHICLE BATTERY PACKS 
+US 
+Battery Pack/BMS 
+Utility 
+1/20/2037 
+9,533,551 
+ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES
+AND PARALLEL STRUCTURE 
+US 
+TMS 
+Utility 
+8/3/2035 
+9,991,484 
+BATTERY PACK OF ELECTRIC VEHICLE, ELECTRIC VEHICLE
+CHASSIS AND METHOD FOR REPLACING BATTERY MODULES 
+US 
+Battery Pack/BMS 
+Utility 
+1/26/2036 
+10,084,175 
+BATTERY SYSTEM ASSEMBLY PRESS AND PROCESS OF MANUFACTURING
+A BATTERY SYSTEM ASSEMBLY 
+US 
+Battery Pack/BMS 
+Utility 
+3/24/2037 
+10,744,845 
+BATTERY PACK, BATTERY CHARGING STATION, AND CHARGING
+METHOD 
+US 
+Battery Pack/BMS 
+Utility 
+6/28/2036 
+10,665,914 
+BATTERY SYSTEM HOUSING WITH INTEGRATED COOLING PIPE 
+US 
+Battery Pack/BMS 
+Utility 
+3/24/2037 
+10,312,559 
+BATTERY SYSTEM 
+US 
+Battery Pack/BMS 
+Utility 
+8/11/2037 
+10,625,615 
+BATTERY MANAGEMENT SYSTEM 
+US 
+Battery Pack/BMS 
+Utility 
+2/3/2037 
+10,784,487 
+INTEGRATED BUSBAR AND BATTERY CONNECTION FOR ELECTRIC
+VEHICLE BATTERY PACKS 
+US 
+Battery Pack/BMS 
+Utility 
+1/20/2037 
+9,533,551 
+ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES
+AND PARALLEL STRUCTURE 
+US 
+TMS 
+Utility 
+8/3/2035 
+10,035,401 
+BATTERY SYSTEM WITH HEAT EXCHANGE DEVICE 
+US 
+TMS 
+Utility 
+8/10/2035 
+10,347,955 
+BATTERY SYSTEM WITH HEAT EXCHANGE DEVICE 
+US 
+TMS 
+Utility 
+3/28/2036 
+9,707,822 
+ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM 
+US 
+TMS 
+Utility 
+8/3/2035 
+9,809,082 
+ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES
+AND PARALLEL STRUCTURE 
+US 
+TMS 
+Utility 
+8/3/2035 
+9,802,460 
+ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES
+AND PARALLEL STRUCTURE 
+US 
+TMS 
+Utility 
+8/3/2035 
+10,516,191 
+METHODS AND SYSTEMS FOR BUSBAR COOLING 
+US 
+TMS 
+Utility 
+8/11/2037 
+9,882,253 
+COOLED BUSBARS AND PLATE 
+US 
+TMS 
+Utility 
+8/11/2037 
+10,035,402 
+THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE 
+US 
+TMS 
+Utility 
+9/1/2035 
+9,895,954 
+THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE 
+US 
+TMS 
+Utility 
+9/1/2035 
+10,272,736 
+ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM 
+US 
+TMS 
+Utility 
+8/3/2035 
+10,173,496 
+VEHICLE RADIATOR V TYPE LAYOUT 
+US 
+TMS 
+Utility 
+12/21/2035 
+10,343,484 
+ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES
+AND PARALLEL STRUCTURE 
+US 
+TMS 
+Utility 
+8/3/2035 
+10,525,787 
+ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM WITH SERIES
+AND PARALLEL STRUCTURE 
+US 
+TMS 
+Utility 
+1/13/2036 
+10,734,692 
+BATTERY COOLANT LOOP PAD FOR ELECTRIC VEHICLES 
+US 
+TMS 
+Utility 
+9/1/2036 
+10,566,666 
+COOLED BUSBARS AND PLATE 
+US 
+TMS 
+Utility 
+8/11/2037 
+10,173,518 
+THERMAL DISSIPATION SYSTEM OF AN ELECTRIC VEHICLE 
+US 
+TMS 
+Utility 
+9/1/2035 
+10,406,888 
+ELECTRIC VEHICLE THERMAL MANAGEMENT SYSTEM 
+US 
+TMS 
+Utility 
+8/3/2035 
+12 
+Micro Lens Array Lighting 
+The Company intends to leverage
+Intelligent Micro Lens Array headlights created and engineered by its affiliate, which are expected to provide a homogeneous and luminant
+light source. 
+Showroom rendering (source from Thunder Power): 
+13 
+Facilities and Production 
+In alignment with the our
+focus on efficiency and scalability, we expect to conduct all short- and medium-term vehicle production through outsourcing partnerships
+with established manufacturing facilities. This approach enables the Company to leverage the expertise, resources, and infrastructure
+of its production partners, ensuring high-quality manufacturing standards while maintaining flexibility to scale operations in response
+to market demand. 
+For the longer term, Thunder
+Power retains the option to transition to insourced production. This potential shift will be carefully evaluated based on market conditions,
+production volumes, and cost efficiencies, with the goal of enhancing operational control and capturing additional value across the manufacturing
+process. This dual approach ensures that the Company remains agile and competitive while maintaining the ability to adapt its production
+strategy to evolving business needs and industry dynamics.. 
+Funding and Revenue 
+Thunder Power is a pre-revenue
+company and has not generated any revenue from the sales of its vehicles. We expect to generate revenue from the sale of our EV Models,
+the sale and/or licensing of our technologies, and from any future research and development services that we may provide. 
+Go-To-Market Strategy 
+Thunder Power plans to establish
+a comprehensive and well-structured network of dealer partners, designed to provide both sales and after-sales service, ensuring a seamless
+and reliable customer experience. These dealer partners will serve as key touchpoints for customers, offering personalized support, product
+education, and maintenance solutions to uphold the brand’s commitment to quality and customer satisfaction. This traditional dealership
+model will be complemented by centrally coordinated marketing initiatives, aimed at driving brand visibility and delivering consistent
+messaging across all markets. Furthermore, to cater to evolving consumer preferences and the growing demand for convenience, Thunder
+Power will also provide customers with the option to order vehicles directly through its online platform. This dual-channel approach
+allows the Company to reach a broader audience, offering the flexibility to engage with the brand in a manner that best suits individual
+preferences, whether through in-person interactions at dealerships or the convenience of digital commerce. 
+Competition 
+Thunder Power anticipates
+that it will face competition from both traditional automotive original equipment manufacturer (“OEMs”) and an increasing
+number of newer companies focused on electric and other alternative fuel vehicles. Thunder Power expects this competition to increase,
+particularly as the transportation sector continues to shift towards low-emission, zero-emission or carbon neutral solutions. 
+Any of the Company’s
+future vehicles are expected to compete with both traditional luxury internal combustion vehicles from established automotive OEMs and
+electric and other alternative fuel vehicles from both new manufacturers and established automotive OEMs, many of which have entered
+or have announced plans to enter the alternative fuel and EV market. Many major automobile manufacturers, including luxury automobile
+manufacturers, have EVs available today, and other current and prospective automobile manufacturers are also developing EVs. In addition,
+numerous manufacturers offer hybrid vehicles, including plug-in versions, with which Thunder Power’s vehicles will also compete. 
+Thunder Power believes the
+primary competitive factors on which it will compete include, but are not limited to: 
+● product
+quality, reliability and safety; 
+● range,
+efficiency and charging speeds; 
+● product
+performance; 
+● technological
+innovation, including with respect to AD/ADAS features; 
+● access
+to charging options; 
+14 
+● design,
+styling and luxury; 
+● service
+options and customer experience; 
+● management
+team experience at bringing electric vehicles and other disruptive technologies to market; 
+● manufacturing
+efficiency; 
+● 
+brand recognition and prestige; and 
+● product
+price. 
+Thunder Power believes that
+it is favorably positioned to compete on the basis of these factors. However, many of Thunder Power’s current and potential competitors
+have substantially greater financial, technical, manufacturing, marketing and other resources than Thunder Power. Thunder Power’s
+competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing
+and support of their products. Additionally, many of Thunder Power’s competitors also have greater name recognition, longer operating
+histories, larger sales forces, broader customer and industry relationships and other tangible and intangible resources that exceed Thunder
+Power’s. Furthermore, many of Thunder Power’s competitors operate with a traditional sales and dealer distribution model
+for vehicles that may be viewed more favorably by potential customers. These competitors also compete with Thunder Power in recruiting
+and retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary
+to, or necessary for, Thunder Power’s products. Additional mergers and acquisitions in the EV and luxury automotive markets may
+result in even more resources being concentrated in Thunder Power’s competitors. 
+Government Regulations and Credits 
+Environmental Regulations 
+(i) 
+At the U.S. Federal level: 
+In 2012 the Environmental
+Protection Agency (“EPA”) adopted greenhouse gas emissions (GHG) standards for light duty vehicles produced in model years
+2017 – 2025 (Control of Air Pollution from Motor Vehicles: Tier 3 Motor Vehicle Emission and Fuel Standards, 79 FR 23414
+(Apr. 28, 2014)). In 2020 (The Safer Affordable Fuel-Efficient (SAFE) Vehicles Rule for Model Years 2021-2026 Passenger
+Cars and Light Vehicles, 85 FR 24174 (Apr. 30, 2020)) and 2021 (Revised 2023 and Later Model Year Light-Duty Vehicle Greenhouse
+Gas Emissions Standards, 86 FR 74434 (Dec. 30, 2021), the EPA revised and made more stringent its GHG standards and proposed and
+finalized a rulemaking (the “2021 rulemaking”), respectively, for model years 2023 – 2026 light-duty passenger
+cars. Thunder Power’s production schedule starting in 2025 and covering 2026 will subjected to these more stringent GHG standards. 
+On April 22, 2021,
+the Biden-Harris Administration announced a 50 to 52 percent target reduction from 2005 levels in GHGs by 2030, representing the
+U.S. Nationally Determined Contribution (NDC) under the Paris Agreement. This announcement was followed by Executive Order 14037
+on August 5, 2021 (“Strengthening American Leadership in Clean Cars and Trucks”) reinforcing the goal of at least a
+50 percent GHG reductions from new zero-emission vehicles sales by 2030. In addition, in 2021 and 2022, respectively, Congress passed
+the Infrastructure Investment and Jobs Act (Pub. Law 117-58, Bipartisan Infrastructure Law) and the Inflation Reduction Act (Pub. Law
+117-169) providing significant government-wide funding and support for GHG reductions, including funding for component technology
+and infrastructure for the manufacture, sales and use of electric vehicles. 
+15 
+In 2023, the EPA under its
+Clean Air Act (CAA) authority proposed new rules for light-duty vehicles with model years 2027 – 2032, specifically
+“off-cycle and air conditioning credits, treatment of upstream emissions associated with zero-emission vehicles and plug-in hybrid
+electric vehicles in compliance calculations, medium-duty vehicle incentive multipliers, vehicle certification and compliance, new
+standards to control refueling emissions from incomplete medium-duty vehicles, battery durability and warranty requirements for
+light-duty and medium-duty plug-in vehicles and minor amendments to requirements for aftermarket fuel conversions, importing
+vehicles and engines, evaporative emission test procedures, and test fuel specifications for measuring fuel economy.” (Multi-Pollutant Emissions
+Standards for Model Years 2027 and Later Light-Duty and Medium-Duty Vehicles, 88 Fed. Reg. 29184, Proposed Rule (May 5,
+2023)) Any EVs Thunder Power, as a light-duty vehicle manufacturer (manufacturing vehicles between 8,501 and 14,000 pounds gross
+vehicle weight rating (GVWR)), produces in 2027 to 2032 would be subjected to any final rules. 
+In addition, during production
+periods from 2025 to 2032, Thunder Power would have to comply with two separate EPA rules on GHG reduction standards. 
+(ii) 
+At the U.S. state level: 
+California: The
+2022 Advanced Clean Cars II rule requires all new light-duty vehicles sold in the state of California to be zero-emission vehicles
+by 2035. ( Id . at 29188, note 14, citing to the California Air Resources Board “California moves to accelerate to 100%
+new zero-emission vehicle sales by 2035.” Also, Id . note 15, citing the State of California Office of the
+Governor, “Governor Newsom Announces California Will Phase Out Gasoline-Powered Cars & Drastically Reduce Demand for Fossil
+Fuel in California’s Fight Against Climate Change”). 
+New York: In
+2021, in advance of Climate Week 2021, New York Governor Hochul signed Legislation (A.4302/A.2758) requiring all new light-duty vehicles
+sold in the state of New York to be zero-emission vehicles by 2035. ( Id . note 17, citing Governor of New York Press
+Office, “In Advance of Climate Week 2021, Governor Hochul Announces New Actions to Make New York’s Transportation Sector
+Greener, Reduce Climate-Altering Emissions”). 
+Massachusetts: Though
+not finalized, in 2022 the state of Massachusetts announced that it may ban sale of all new gas-powered vehicles by 2035. ( Id .
+note 18, citing Boston.com, “Following California’s lead, state will likely ban all sales of new gas-powered cars
+by 2035.”). 
+Washington: Also
+in 2022, the Department of Ecology in the State of Washington issued a press release regarding its plan to require 100% of new passenger
+cars and trucks to run on zero-emission technology by 2035. ( Id . note 20, citing Washington Department of Ecology “Washington
+sets path to phase out gas vehicles by 2035.”). 
+Other States: In
+2022, the Associated Press (“AP”) reported that 17 states may follow California’s rule to require all new cars, pickups
+and SUVs to be electric or hydrogen powered by 2035. According to the AP article “under the EPA’s Clean Air Act, states must
+abide by the federal governments standard vehicle emissions standards unless they at least partially opt to follow California’s
+stricter requirements.” ( Id . note 21, citing Associated Press, “17 states weigh adopting California’s electric
+car mandate”). States such as Virginia, Minnesota, Colorado and Pennsylvania are unsure to follow California’s new laws citing
+climate differences and wanting to give consumers options. 
+(iii) 
+Globally: 
+International Zero-Emission Vehicle
+Alliance: In November 2021, ZEV announced that by 2035 its members will move to all ZEV sales. ( Id .) ZEV members
+are Baden-Württemberg, British Columbia, California, Canada, Chile, Connecticut, Costa Rica, Germany, Maryland, Massachusetts, Netherlands,
+New Jersey, New York, Norway, Oregon, Québec, Rhode Island, United Kingdom, Vermont, and Washington. 
+According to the EPA, “at
+least 20 countries, as well as numerous local jurisdictions, have announced targets for shifting all new passenger car sales to zero-emission vehicles
+in the coming years, including Norway (2025); Austria, the Netherlands, Denmark, Iceland, India, Ireland, Israel, Scotland, Singapore,
+Sweden, and Slovenia (2030); Canada, Chile, Germany, Thailand, and the United Kingdom (2035); and France, Spain, and Sri Lanka (2040).”
+( Id . note 23, citing Environmental and Climate Change Canada, “Achieving a Zero-Emission Future for Light-Duty Vehicles:
+Stakeholder Engagement Discussion Document December 17”). 
+16 
+Emissions Credits 
+In January 2023, Tesla
+reported sales of carbon offset credits or carbon allowances to other manufacturers who failed to meet the emissions standards set by
+the California Air Resources board (CARB) of USD 1.78 billion. (Carbon Credits, Jennifer L., Tesla Carbon Credit Sales
+Reach Record $1.78 Billion in 2022 , Jan. 27, 2023, available at https://carboncredits.com/tesla-carbon-credit-sales-reach-record-1-78-billion-in-2022 ). 
+Thunder Power expects to
+earn carbon offset credits and other regulatory credits that it will sell to other manufacturers from its manufacture, sale, and/or registration
+of Zero Emission Vehicles (“ZEVs”). In addition, Thunder Power anticipated that it will be able to sell ZEV credits in up
+to 12 Section 177 States such as California, Connecticut, Delaware, Maine, Maryland, Massachusetts, New Jersey, New York, Oregon,
+Pennsylvania, Rhode Island, Vermont, and Washington. Thunder Power may also expect to earn and sell U.S. Department of Transportation’s
+Corporate Average Fuel Economy (“CAFÉ”) credits, EPA’s greenhouse gas credits and credits earned or saleable
+in other North American regions, UK, Europe, and Asia. 
+EPA Emissions and Certificate of Conformity 
+The U.S. Clean Air
+Act requires that Thunder Power obtain a Certificate of Conformity issued by the EPA and a California Executive Order issued by the California
+Air Resources Board (“ CARB ”) certifying that its vehicles comply with applicable emissions requirements. A Certificate
+of Conformity is required for vehicles sold in the United States, and an Executive Order from the CARB is required for vehicles
+sold in states that have adopted California standards. CARB sets the California standards for emissions control for certain regulated
+pollutants for new vehicles and engines sold in California. States that have adopted the California standards as approved by EPA also
+recognize the CARB Executive Order for sales of vehicles. In addition to California, there are 13 other states that have either adopted
+or are in the process of adopting the stricter California standards, including New York, Massachusetts, Vermont, Maine, Pennsylvania,
+Connecticut, Rhode Island, Washington, Oregon, New Jersey, Maryland, Delaware and Colorado. 
+Although the Thunder Power
+vehicles will have zero emissions, Thunder Power is required to seek an EPA Certificate of Conformity and, for vehicles sold in California
+or any of the other 13 states that have adopted the stricter California standards, a CARB Executive Order. 
+Vehicle Safety and Testing 
+Thunder Power’s vehicles
+will be subject to, and will be required to comply with, numerous regulatory requirements established by the National Highway Traffic
+Safety Administration (“ NHTSA ”), including applicable U.S. Federal Motor Vehicle Safety Standards (“ FMVSS ”).
+Thunder Power intends that its family of EVs will fully comply with all applicable FMVSSs without the need for any exemptions, and we
+expect future Thunder Power’s EVs to either fully comply or comply with limited exemptions related to new technologies. Additionally,
+there are regulatory changes being considered for several FMVSSs, and while Thunder Power anticipates compliance, there is no assurance
+that Thunder Power will comply with such changes under the final versions as enacted. 
+As a U.S.-based manufacturer,
+Thunder Power must self-certify that its EVs meet all applicable FMVSS, as well as the NHTSA bumper standard, or otherwise are exempt,
+before its EVs can be sold in the United States. Numerous FMVSS will apply to Thunder Power’s EVs, such as crash-worthiness
+requirements, crash avoidance requirements and EV-specific requirements. Thunder Power will also be required to comply with other
+federal laws and regulations administered by NHTSA, including, among other things, ensuring its EVs do not contain defects related to
+motor vehicle safety, recall requirements, the Corporate Average Fuel (CAFE) standards, Theft Prevention Act requirements, consumer information
+labeling requirements, reporting required notices, bulletins and other communications, Early Warning Information reporting, foreign recall
+reporting and owner’s manual requirements. 
+The Automobile Information
+and Disclosure Act requires manufacturers of motor vehicles to disclose certain information regarding the manufacturer’s suggested
+retail price, optional equipment and pricing. In addition, this law allows inclusion of city and highway fuel economy ratings, as determined
+by the U.S. Environmental Protection Agency (EPA), as well as crash test ratings as determined by NHTSA if such tests are conducted. 
+17 
+Thunder Power intends to
+bring production in Europe and then expand its offerings within the U.S. and outside of the U.S., and in connection with such expansion
+its EVs will be subject to foreign safety, environmental and other regulations. Many of those regulations are different from those applicable
+in the U.S. and may require redesign and/or retesting. For example, the European Union (“ E.U. ”) has established
+new approval and oversight rules requiring that a national authority certify compliance with heightened safety rules, emissions limits
+and production requirements before vehicles can be sold in each E.U. member state, the initial of which rules were rolled out on September 1,
+2020. There is also regulatory uncertainty regarding how these rules will impact sales in the United Kingdom given its withdrawal from
+the E.U. These changes could impact the rollout of new vehicle features in Europe. 
+In addition to the various
+territorial legal requirements Thunder Power is obligated to meet, Thunder Power’s family of EVs is engineered with the expectation
+that it will deliver overall five-star performance in the two main voluntary vehicle safety performance assessment programs, the
+U.S. New Car Assessment Program (“ NCAP ”) and the European New Car Assessment Programme (“ Euro NCAP ”).
+Five-star is the maximum attainable score. These independent organizations have introduced a number of additional safety related
+tests aimed at improving the safety of passenger vehicles, both for occupants and pedestrians involved in collisions with vehicles. Some
+of these tests are derived from legal requirements, such as side impact, but have higher performance requirements. Others are unique
+to the programs. Areas covered by these tests in 2020 included: 
+● Mobile
+Progressive Deformable Barrier; 
+● 
+Full Width Rigid Barrier;. 
+● 
+Mobile Side Impact Barrier; 
+● 
+Side Pole; 
+● 
+Far Side Impact; 
+● 
+Whiplash; 
+● 
+Vulnerable Road Users (Pedestrians
+and Cyclists); 
+● 
+Safety Assist; and 
+● 
+Rescue and Extrication 
+Automobile Manufacturer and Dealer Regulation 
+In the United States,
+state laws regulate the manufacture, distribution, sale and service of automobiles, and generally require motor vehicle manufacturers
+and dealers to be licensed in order to sell vehicles directly to residents. Certain states do not permit automobile manufacturers to
+be licensed as dealers or to act in the capacity of a dealer, or otherwise restrict a manufacturer’s ability to deliver or service
+vehicles. To sell vehicles to residents of states where Thunder Power is not licensed as a dealer, Thunder Power expects to conduct the
+transfer of title out of the state. In certain such states, Thunder Power expects to open studios that serve an educational purpose and
+where the title transfer may not occur. 
+Some automobile dealer trade
+associations may challenge the legality of Thunder Power’s operations and direct selling operations by OEMs in court and may use
+administrative and legislative processes to attempt to prohibit or limit such OEMs’ ability to operate existing stores or expand
+to new locations. Certain dealer associations may also actively lobbied state licensing agencies and legislators to interpret existing
+laws or enact new laws in ways not favorable to Thunder Power’s planned direct sales and service model. Thunder Power expects dealer
+trade associations to continue to lobby state licensing agencies and legislators to interpret existing laws or enact new laws in ways
+not favorable to its business model; however, Thunder Power intends to oppose such efforts to limit its ability to operate and intends
+to proactively support legislation that enables its business model. 
+18 
+Should Thunder Power not
+be allowed to develop relationships with the largest multi-brand and high-end brand dealers in the U.S. it would be difficult
+for it as a newcomer to the U.S. EV market to gain a foothold in the U.S. Thunder Power recognizes that its best strategy for
+market penetration is to align itself with a U.S. dealership network, especially for sale of the Coupe, and the eventual servicing
+of its family of EVs. 
+Battery Safety and Testing Regulation 
+Thunder Power’s battery
+packs are designed to conform to mandatory regulations that govern transport of “dangerous goods,” defined to include lithium-ion batteries,
+which may present a risk in transportation. The governing regulations, which are issued by the Pipeline and Hazardous Materials Safety
+Administration, are based on the United Nation (“ U.N. ”) Recommendations on the Safe Transport of Dangerous Goods Model
+Regulations and related U.N. Manual Tests and Criteria. The regulations vary by mode of shipping transportation, such as by ocean
+vessel, rail, truck or air. Prior to launch, Thunder Power plans to complete all applicable transportation tests for its battery packs,
+demonstrating its compliance with applicable regulations. Thunder Power intends to use lithium-ion cells in the high voltage battery
+packs in its EVs. The use, storage and disposal of battery packs is regulated under federal law. Thunder Power’s battery packs
+are intended to meet the applicable compliance requirements of the UN Manual of Tests and Criteria demonstrating its ability to ship
+battery packs by any method. These tests include: 
+● 
+Altitude simulation — simulating air transport; 
+● 
+Thermal cycling — assessing cell and battery
+seal integrity; 
+● 
+Vibration — simulating vibration during transport; 
+● 
+Shock — simulating possible impacts during transport; 
+● 
+External short circuit — simulating an external
+short circuit; and 
+● 
+Overcharge — evaluating the ability of a rechargeable
+battery to withstand overcharging. 
+Data Privacy and Security Laws 
+Numerous state, federal
+and foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and
+other personal information, and could apply now or in the future to our operations or the operations of our partners. In the United States,
+numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws
+and consumer protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal
+information. In addition, certain foreign laws govern the privacy and security of personal data, including health-related data. Privacy
+and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance
+efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions
+on data processing. 
+Employees and Human Capital Resources 
+As of December 31, 2024,
+we had 2 full-time employees. None of our employees are represented by a labor union or party to a collective bargaining agreement. 
+Our human capital objectives
+include retaining and incentivizing existing employees and recruiting and integrating new employees. The principal purposes of our compensation
+program, including our equity incentive plans, are to attract, retain and appropriately motivate employees, consultants and directors
+through the granting of stock-based compensation awards and cash-based bonus awards. 
+Corporate Information 
+Our corporate office
+is located at 221 W 9th St #848, Wilmington, DE 19801 and its telephone number is (909) 214-2482. Our telephone number is (909) 214-2482.
+Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form
+10-K, and you should not consider information on our website to be part of this Annual Report on Form 10-K. 
+19

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+Item 13. 
+Certain Relationships and
+Related Transactions, and Director Independence 
+82

raw/filings/0001912582/2025/0001213900-26-041108/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001912582,AIEV,"Thunder Power Holdings, Inc.",2025,10-K,2026-04-07,2025-12-31,2026-04-07T20:57:23.000Z,0001213900-26-041108,ea0285006-10k_thunder.htm,ANNUAL REPORT,6401300,1,1,https://www.sec.gov/Archives/edgar/data/1912582/000121390026041108/ea0285006-10k_thunder.htm,https://www.sec.gov/Archives/edgar/data/1912582/000121390026041108/

raw/filings/0001912582/2025/0001213900-26-041108/item1.txt

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+Item 1. Business 
+Corporate History and Background 
+FLFV 
+Prior to June 21, 2024, we
+were known as Feutune Light Acquisition Corporation, a Delaware corporation (“FLFV”), and Feutune Light Merger Sub, Inc.,
+a Delaware corporation and wholly owned subsidiary of FLFV (“Merger Sub”). On October 26, 2023, we entered into a business
+combination agreement (as amended, the “Business Combination Agreement”) with Thunder Power Holdings Limited, a British Virgin
+Islands company (“Thunder Power”), pursuant to which on June 21, 2024, Thunder Power merged with and into Merger Sub, with
+Merger Sub surviving the merger as a wholly owned subsidiary of FLFV (the “Merger” and, together with the other transactions
+contemplated by the Business Combination Agreement and any other agreement executed and delivered in connection therewith, the “Business
+Combination”). At the closing of the Business Combination (the “Closing”), FLFV was renamed as “Thunder Power
+Holdings, Inc.” Unless the context indicates otherwise, references in this prospectus to the “Company,” “Thunder
+Power Holdings,” “we,” “us,” “our” and similar terms refer to Thunder Power Holdings, Inc.
+References to “FLFV” refer to our predecessor company prior to the consummation of the Business Combination. 
+Thunder Power 
+On March 21, 2013, Thunder
+Power Hong Kong Ltd. (“TP HK”) was established as a wholly owned subsidiary of Thunder Power with the intention to act as
+a financial and operational hub of Thunder Power, to deal with various corporate actions such as fundraising, back-office operations and
+bridge the operations between China and Europe. As from December 14, 2021, Thunder Power retains only one 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. 
+Our Company 
+Thunder Power is a technology
+innovator and a prospective manufacturer of premium electric vehicles (“EVs”). The Company has developed several proprietary
+technologies which are the building blocks of the Thunder Power family of EVs. Thunder Power’s wholly-owned subsidiary, Thunder
+Power New Energy Vehicle Development Company Limited, a company established in accordance with the laws and regulations of the British
+Virgin Islands on October 19, 2016 (“TP NEV”), has developed several proprietary technologies which are the building blocks
+of the Thunder Power family of EVs. Thunder Power is a holding company with no operations that was incorporated under the laws and regulations
+of the British Virgin Islands with limited liability on September 30, 2015. 
+You can find additional information
+on our website at www.aiev.com. The information contained on, or that can be accessed through, our website is not part of, and is not
+incorporated into, this Annual Report on Form 10-K. 
+Our Business Divisions 
+We envision to structure our
+operations into three different divisions: vehicle development, strategic alliance and mergers and acquisitions, and trade and consulting,
+each of which intends to address large and fragmented markets. 
+1 
+Vehicle Development 
+Thunder Power is strategically
+focused on the development and production of electric vehicles (EVs) that combine timeless Italian design with an emphasis on delivering
+a joyful and engaging driving experience at an accessible price point. The Company’s vehicle development efforts are structured
+around three core series: Core Products, Niche Offerings, and Collaborative Projects. 
+Core Product 
+At the heart of Thunder Power’s
+product portfolio is the Compact City Car, which is scheduled for launch in 2028. This model integrates Thunder Power’s proprietary
+innovations, developed prior to its public listing, with state-of-the-art technical solutions. The vehicle’s design is led by renown
+European designer, ensuring a blend of functionality and aesthetic appeal. We expect to outsource the initial production to facilities
+in Italy, with an option for insourced production beginning in 2030. 
+Key features of our Compact
+City Car include: 
+● Italian Craftsmanship: An affordable, compact sports car that reflects Italian design, quality, and driving
+spirit. 
+● Driver-Focused Experience: Engineered for superior ride and handling, prioritizing driver engagement with
+a human-centric design and minimal reliance on screens. 
+● Integrated Smart AI: Advanced AI software offering personalized features such as maps, driving modes,
+and individual settings to enhance the driving experience. 
+We intend to focus on achieving
+symmetry of parts to simplify both manufacturing and assembly processes, adhering to niche manufacturing principles. We also aim to minimize
+the number of unique components by promoting design repeatability. The Compact City Car is planned to integrate a combination of internal
+and external “off the shelf” parts alongside new development components, enhancing efficiency and reducing complexity in production. 
+The City Car is designed
+to cater to a younger, urban demographic of first-time car buyers who value sustainability and view their car as an extension of their
+identity and lifestyle. The initial launch will target Taiwan as a pilot market, with subsequent expansion planned in Asia
+and Europe . 
+2 
+Niche Offerings 
+Thunder Power’s niche
+vehicle development focuses on creating high-impact, emotionally compelling products that prioritize personalization and unique design.
+These offerings are positioned as complementary vehicles for households, rather than primary functional cars. 
+Leveraging its existing chassis
+and technologies, we are well-position to develop and launch the Sports Coupe, a high-performance luxury vehicle that combines European
+styling with superior craftsmanship and driving dynamics. Drawing inspiration from other successful benchmarks, this model is designed
+to deliver exceptional comfort and performance, with a targeted starting retail price of $100,000. Production will be outsourced to Italy. 
+We also expect to explore
+opportunities in tailor-made retro vehicle development and restomod projects, leveraging its modular in-house chassis as a technological
+base. These offerings are aimed at a younger generation of automotive enthusiasts who value vintage aesthetics but seek modern performance,
+comfort, and eco-conscious functionality. In particular, we intend to explore the “electromods” trend, which involve converting
+classic cars to electric powertrains. This approach provides a unique driving experience while reducing emissions, appealing to both sustainability-minded
+and performance-driven customers. 
+Through these niche offerings,
+we aim to establish ourselves as a key player in the luxury and specialty automotive markets, emphasizing the traditional values of driving
+pleasure, craftsmanship, and grand touring. 
+Collaborative Projects 
+We are actively pursuing joint ventures and collaboration opportunities
+to expand its footprint in emerging automotive segments. This includes leveraging its AIEV design framework to enhance third-party platforms
+for exclusive markets. 
+One of the Company’s
+primary areas of focus is the rapidly growing microcar segment, which offers a unique opportunity to bridge the gap between motorcycles
+and traditional passenger vehicles. Microcars are particularly well-suited for urban environments and have experienced significant growth
+in Europe, with strong potential for further expansion in Asia. According to McKinsey’s Future Mobility 2022 survey, the global
+microcar market is projected to reach a total addressable value of $340 billion annually by 2030, driven by increased consumer demand
+for sustainable and versatile urban mobility solutions. 
+The first Microcar project
+is planned as a low-volume joint venture, leveraging the platform of an existing manufacturer, with production targeted to begin in 2027.
+This model will incorporate Thunder Power’s signature Italian design elements. A fully unique Microcar is anticipated to launch
+from 2030, subject to achieving market-relevant retail pricing, which is currently under evaluation. 
+Mergers and Acquisitions (M&A) 
+We are committed to pursuing
+a proactive merger and acquisitions strategy, primarily targeting opportunities within the clean energy sector and related industries.
+The focus will be on acquisitions that are immediately revenue-generating, reinforcing the Company’s financial position while creating
+synergies with its core business. 
+On December 19, 2024, we
+entered into a share exchange agreement with certain shareholders (the “TW Company Shareholders”) of Electric Power Technology
+Limited, a Taiwan corporation (“TW Company”). On January 27, 2025, the Company and TW 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 Agreement, a portion of the TW Company Shareholders are expected to exchange
+a total of 26,783,838 ordinary shares in TW Company for an aggregate of 31,832,768 shares of newly issued Common Stock of the Company
+in weeks, with the remaining total of 1,715,000 shares of the TW Company to be transferred to the Company for 2,038,621 shares in a few
+months. Upon completion of the transaction, the Company is expected to hold approximately 33.71% of TW Company’s total issued and
+outstanding shares. The transaction has been reviewed and approved by the Taiwan government. This transaction is expected to strengthen
+Thunder Power’s position in renewable energy while providing immediate revenue streams 
+3 
+Trade and Consulting 
+At the core of our strategy
+is to generate revenue during the capital-intensive vehicle development phase. To achieve this, the Company plans to engage in complementary
+activities that do not interfere with its core business operations but provide additional revenue streams and cash flow. 
+Vehicle Trading 
+As a precursor to building
+a dealer network and cultivating sales contacts, we intend to engage in limited prestige vehicle trading. This initiative will focus on
+trading new and nearly new vehicles in the European and Asian markets, leveraging the Company’s market expertise and industry relationships. 
+In addition to the opportunity
+to bringing cash flow, we also expect these trading activities to enable us to establish valuable industry connections and insights, laying
+the groundwork for a future dealer network and strengthening the Company’s presence in key markets. 
+Consulting 
+We also intend to offer design
+consulting services and licensing access to its patent portfolio as part of its broader strategy to monetize intellectual property and
+technical expertise. 
+Capitalizing the Company’s
+in-house design capabilities and patent portfolio, we plan to unlock additional revenue opportunities while maintaining ensuring cost
+efficiency. 
+Technology 
+Thunder Power is currently
+exploring potential licensing arrangements of intellectual property from its affiliates. These technologies may include, among others,
+modular flexible chassis system, wireless charging, multi-link suspension system, light weight engineering, battery management system
+(BMS), thermal management systems (TMS), and the use of EV TDPs. No licensing agreements have been finalized, and there can be no assurance
+that the Company will obtain rights to any such technologies. 
+Intellectual Property 
+Thunder Power, as a holding
+company, does not own any patents. Patents are primarily owned by Thunder Power’s wholly owned subsidiary, TP NEV, except for the
+EV TDP, the patent for which is owned by Mr. Wellen Sham in his capacity as an individual inventor and patent holder. There is no
+licensing agreement in place between Thunder Power and TP NEV or Mr. Sham. These patents are predominantly utility patents, with a number
+of design patents. 
+Intellectual property is
+important to our business. Our commercial success depends on our ability to obtain, maintain and protect the intellectual property and
+other proprietary technology that we develop or acquire the rights to, to operate without infringing, misappropriating or otherwise violating
+the intellectual property and proprietary rights of others, and to prevent others from infringing, misappropriating or violating our intellectual
+property and proprietary rights. We expect to rely on a combination of patents, trademarks, trade secrets, know-how, continuing technological
+innovation, confidential information and other measures to develop and maintain our proprietary position including through personnel,
+contractor, consultant and third-party nondisclosure and invention assignment agreements and other contractual arrangements. 
+Regardless of the protective
+measures that we may implement to safeguard our intellectual property and proprietary technology; there is always a risk that alterations
+from our products or processes may provide sufficient basis for a competitor to avoid infringement claims. In addition, the coverage claimed
+in a patent application can be significantly reduced before a patent is issued and courts can reinterpret a patent’s scope after
+issuance. Many jurisdictions, including the United States, permit third parties to challenge issued patents in administrative proceedings,
+which may result in further narrowing or even cancellation of patent claims. We cannot provide any assurance that any patents will be
+issued from our pending or any future applications or that any current or future issued patents will adequately protect our intellectual
+property. For this and other risks related to our proprietary technology, inventions and improvements, please see the section under the
+heading “Risk Factors.” 
+4 
+TP NEV currently holds 154
+issued U.S. patents. Thunder Power does not currently have a licensing agreement in place with TP NEV with respect to such patents, and
+there can be no assurance that such agreement will be entered into. 
+We may explore potential
+licensing arrangements for certain technologies developed by our affiliates. No licensing agreements have been finalized, and there can
+be no assurance that the Company will obtain rights to any such technologies. Technologies that we hope to have access to through licensing
+agreements and intend to invest in and develop include engineering software, drivetrain systems and controls, infotainment, cybersecurity,
+telematics and electrical architecture hardware and software. As we develop our technology, we will continue to build our intellectual
+property portfolio, including by pursuing patents and other intellectual property protection when we believe it is possible, cost-effective,
+beneficial, and consistent with our overall intellectual property protection strategy. 
+Generally, the terms of individual
+issued patents extend for varying periods depending on the date of filing of the patent application or the date of patent issuance and
+the legal term of patents in the countries in which they are obtained. Generally, utility patents issued for applications filed in the
+United States are granted a term of 20 years from the earliest effective filing date of a non-provisional patent application,
+assuming the patent has not been terminally disclaimed over a commonly-owned patent or a patent naming a common inventor, or over
+a patent not commonly owned but that was disqualified as prior art as the result of activities undertaken within the scope of a joint
+research agreement. The life of a patent, and the protection it affords, is therefore limited and once the patent lives of our issued
+patents have expired, we may face competition, including other competing technologies. The duration of foreign patents varies in accordance
+with provisions of applicable local law but typically is also 20 years from the earliest effective filing date. The actual protection
+afforded by a patent may vary from country to country and can depend upon many factors, including the type of patent, the scope of its
+coverage, the availability of patent term adjustments or extensions, the availability of legal remedies in a particular country and the
+validity and enforceability of the patent. As a result, our owned patent portfolio may not provide us with sufficient rights to exclude
+others from commercializing products similar or identical to ours. 
+Furthermore, we rely upon
+trade secrets and know-how, confidential information, unpatented technologies, continuing technological innovation and other proprietary
+information to develop, protect and maintain our competitive position and aspects of our business that are not amenable to, or that we
+do not presently consider appropriate for, patent protection and prevent competitors from reverse engineering or copying our technologies.
+However, the foregoing rights, technologies and information are difficult to protect. We seek to protect them by, in part, using confidentiality
+agreements with our personnel and consultants and any potential commercial partners and collaborators and invention assignment agreements
+with our personnel We also have implemented or intend to implement confidentiality agreements or invention assignment agreements with
+our selected consultants and any potential commercial partners. These agreements are designed to protect our proprietary information and,
+in the case of the invention assignment agreements, to grant us ownership of technologies that are developed through a relationship with
+a third party. These agreements may be breached, and we may not have adequate remedies for any breach. There can be no assurance that
+these agreements will be self-executing or otherwise provide meaningful protection for our trade secrets or other intellectual property
+or proprietary information. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To
+the extent that our commercial partners, collaborators, personnel and consultants use intellectual property owned by others in their work
+for us, disputes may arise as to the rights in related or resulting know-how and inventions. 
+Our commercial success will
+also depend in part on not infringing, misappropriating or otherwise violating the intellectual or proprietary rights of third parties.
+The issuance of third-party patents could require us to alter our development or commercial strategies, change our products or processes,
+obtain licenses to additional third-party patents or other intellectual property or cease certain activities. Our breach of any license
+agreements or failure to obtain a license for proprietary rights that we may require to develop or commercialize our future products or
+technologies may have an adverse impact on us. Given that patent applications in the United States and certain other jurisdictions
+are maintained in secrecy for 18 months or potentially longer, and since publication of discoveries in the scientific or patent literature
+often lags behind actual discoveries, we cannot be certain of the patent protection being sought by third parties and/or the priority
+of inventions covered by such patent applications. Moreover, we may have to participate in interference, revocation, derivation, re-examination,
+post-grant review, inter partes review or opposition proceedings brought by third parties or declared by the U.S. Patent and
+Trademark Office or an equivalent foreign body. See “ Risk Factors ” for additional information regarding these and other
+risks related to our intellectual property portfolio and their potential effect on us. 
+5 
+Showroom rendering (source from Thunder Power): 
+Facilities and Production 
+In alignment with our focus
+on efficiency and scalability, we expect to conduct all short- and medium-term vehicle production through outsourcing partnerships with
+established manufacturing facilities. This approach enables the Company to leverage the expertise, resources, and infrastructure of its
+production partners, ensuring high-quality manufacturing standards while maintaining flexibility to scale operations in response to market
+demand. 
+For the longer term, Thunder
+Power retains the option to transition to insourced production. This potential shift will be carefully evaluated based on market conditions,
+production volumes, and cost efficiencies, with the goal of enhancing operational control and capturing additional value across the manufacturing
+process. This dual approach ensures that the Company remains agile and competitive while maintaining the ability to adapt its production
+strategy to evolving business needs and industry dynamics. 
+6 
+Funding and Revenue 
+Thunder Power is a pre-revenue company and has
+not generated any revenue from the sales of its vehicles. We expect to generate revenue from the sale of our EV Models, the sale and/or
+licensing of our technologies, and from any future research and development services that we may provide. 
+Go-To-Market Strategy 
+Thunder Power plans to establish
+a comprehensive and well-structured network of dealer partners, designed to provide both sales and after-sales service, ensuring seamless
+and reliable customer experience. These dealer partners will serve as key touchpoints for customers, offering personalized support, product
+education, and maintenance solutions to uphold the brand’s commitment to quality and customer satisfaction. This traditional dealership
+model will be complemented by centrally coordinated marketing initiatives, aimed at driving brand visibility and delivering consistent
+messaging across all markets. Furthermore, to cater to evolving consumer preferences and the growing demand for convenience, Thunder Power
+will also provide customers with the option to order vehicles directly through its online platform. This dual-channel approach allows
+the Company to reach a broader audience, offering the flexibility to engage with the brand in a manner that best suits individual preferences,
+whether through in-person interactions at dealerships or the convenience of digital commerce. 
+Competition 
+Thunder Power anticipates
+that it will face competition from both traditional automotive original equipment manufacturer (“OEMs”) and an increasing
+number of newer companies focused on electric and other alternative fuel vehicles. Thunder Power expects this competition to increase,
+particularly as the transportation sector continues to shift towards low-emission, zero-emission or carbon neutral solutions. 
+Any of the Company’s
+future vehicles are expected to compete with both traditional luxury internal combustion vehicles from established automotive OEMs and
+electric and other alternative fuel vehicles from both new manufacturers and established automotive OEMs, many of which have entered or
+have announced plans to enter the alternative fuel and EV market. Many major automobile manufacturers, including luxury automobile manufacturers,
+have EVs available today, and other current and prospective automobile manufacturers are also developing EVs. In addition, numerous manufacturers
+offer hybrid vehicles, including plug-in versions, with which Thunder Power’s vehicles will also compete. 
+Thunder Power believes the
+primary competitive factors on which it will compete include, but are not limited to: 
+● 
+product quality, reliability and safety; 
+● 
+range, efficiency and charging speeds; 
+● 
+product performance; 
+● 
+technological innovation, including with respect to AD/ADAS features; 
+● 
+access to charging options; 
+● 
+design, styling and luxury; 
+● 
+service options and customer experience; 
+● 
+management team experience at bringing electric vehicles and other disruptive technologies to market; 
+● 
+manufacturing efficiency; 
+● 
+brand recognition and prestige; and 
+● 
+product price. 
+7 
+Thunder Power believes that
+it is favorably positioned to compete on the basis of these factors. However, many of Thunder Power’s current and potential competitors
+have substantially greater financial, technical, manufacturing, marketing and other resources than Thunder Power. Thunder Power’s
+competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing
+and support of their products. Additionally, many of Thunder Power’s competitors also have greater name recognition, longer operating
+histories, larger sales forces, broader customer and industry relationships and other tangible and intangible resources that exceed Thunder
+Power’s. Furthermore, many of Thunder Power’s competitors operate with a traditional sales and dealer distribution model for
+vehicles that may be viewed more favorably by potential customers. These competitors also compete with Thunder Power in recruiting and
+retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary
+to, or necessary for, Thunder Power’s products. Additional mergers and acquisitions in the EV and luxury automotive markets may
+result in even more resources being concentrated on Thunder Power’s competitors. 
+Government Regulations and Credits 
+Environmental Regulations 
+(i) 
+At the U.S. Federal level: 
+In 2012, the Environmental
+Protection Agency (“EPA”) adopted greenhouse gas emissions (GHG) standards for light duty vehicles produced in model years
+2017 – 2025 (Control of Air Pollution from Motor Vehicles: Tier 3 Motor Vehicle Emission and Fuel Standards, 79 FR 23414
+(Apr. 28, 2014)). In 2020 (The Safer Affordable Fuel-Efficient (SAFE) Vehicles Rule for Model Years 2021-2026 Passenger
+Cars and Light Vehicles, 85 FR 24174 (Apr. 30, 2020)) and 2021 (Revised 2023 and Later Model Year Light-Duty Vehicle Greenhouse
+Gas Emissions Standards, 86 FR 74434 (Dec. 30, 2021), the EPA revised and made more stringent its GHG standards and proposed and
+finalized a rulemaking (the “2021 rulemaking”), respectively, for model years 2023 – 2026 light-duty passenger
+cars. Thunder Power’s production schedule starting in 2025 and covering 2026 will be subjected to these more stringent GHG standards. 
+On April 22, 2021, the
+Biden-Harris Administration announced a 50 to 52 percent target reduction from 2005 levels in GHGs by 2030, representing the U.S. Nationally
+Determined Contribution (NDC) under the Paris Agreement. This announcement was followed by Executive Order 14037 on August 5, 2021
+(“Strengthening American Leadership in Clean Cars and Trucks”) reinforcing the goal of at least a 50 percent GHG reductions
+from new zero-emission vehicles sales by 2030. In addition, in 2021 and 2022, respectively, Congress passed the Infrastructure Investment
+and Jobs Act (Pub. Law 117-58, Bipartisan Infrastructure Law) and the Inflation Reduction Act (Pub. Law 117-169) providing significant
+government-wide funding and support for GHG reductions, including funding for component technology and infrastructure for the manufacture,
+sales and use of electric vehicles. 
+In 2023, the EPA under its
+Clean Air Act (CAA) authority proposed new rules for light-duty vehicles with model years 2027 – 2032, specifically
+“off-cycle and air conditioning credits, treatment of upstream emissions associated with zero-emission vehicles and plug-in hybrid
+electric vehicles in compliance calculations, medium-duty vehicle incentive multipliers, vehicle certification and compliance, new
+standards to control refueling emissions from incomplete medium-duty vehicles, battery durability and warranty requirements for light-duty and
+medium-duty plug-in vehicles and minor amendments to requirements for aftermarket fuel conversions, importing vehicles and engines,
+evaporative emission test procedures, and test fuel specifications for measuring fuel economy.” (Multi-Pollutant Emissions
+Standards for Model Years 2027 and Later Light-Duty and Medium-Duty Vehicles, 88 Fed. Reg. 29184, Proposed Rule (May 5,
+2023)) Any EVs Thunder Power, as a light-duty vehicle manufacturer (manufacturing vehicles between 8,501 and 14,000 pounds gross
+vehicle weight rating (GVWR)), produces in 2027 to 2032 would be subjected to any final rules. 
+8 
+In addition, during production
+periods from 2025 to 2032, Thunder Power would have to comply with two separate EPA rules on GHG reduction standards. 
+(ii) 
+At the U.S. state level: 
+California: The
+2022 Advanced Clean Cars II rule requires all new light-duty vehicles sold in the state of California to be zero-emission vehicles
+by 2035. ( Id . at 29188, note 14, citing to the California Air Resources Board “California moves to accelerate to 100%
+new zero-emission vehicle sales by 2035.” Also, Id . note 15, citing the State of California Office of the
+Governor, “Governor Newsom Announces California Will Phase Out Gasoline-Powered Cars & Drastically Reduce Demand for Fossil
+Fuel in California’s Fight Against Climate Change”). 
+New York: In
+2021, in advance of Climate Week 2021, New York Governor Hochul signed Legislation (A.4302/A.2758) requiring all new light-duty vehicles
+sold in the state of New York to be zero-emission vehicles by 2035. ( Id . note 17, citing Governor of New York Press
+Office, “In Advance of Climate Week 2021, Governor Hochul Announces New Actions to Make New York’s Transportation Sector Greener,
+Reduce Climate-Altering Emissions”). 
+Massachusetts: Though
+not finalized, in 2022, the state of Massachusetts announced that it may ban sale of all new gas-powered vehicles by 2035. ( Id .
+note 18, citing Boston.com, “Following California’s lead, state will likely ban all sales of new gas-powered cars
+by 2035.”). 
+Washington: Also
+in 2022, the Department of Ecology in the State of Washington issued a press release regarding its plan to require 100% of new passenger
+cars and trucks to run on zero-emission technology by 2035. ( Id . note 20, citing Washington Department of Ecology “Washington
+sets path to phase out gas vehicles by 2035.”). 
+Other States: In
+2022, the Associated Press (“AP”) reported that 17 states may follow California’s rule to require all new cars, pickups
+and SUVs to be electric or hydrogen powered by 2035. According to the AP article “under the EPA’s Clean Air Act, states must
+abide by the federal governments standard vehicle emissions standards unless they at least partially opt to follow California’s
+stricter requirements.” ( Id . note 21, citing Associated Press, “17 states weigh adopting California’s electric
+car mandate”). States such as Virginia, Minnesota, Colorado and Pennsylvania are unsure to follow California’s new laws citing
+climate differences and wanting to give consumers options. 
+(iii) 
+Globally: 
+International Zero-Emission Vehicle
+Alliance: In November 2021, ZEV announced that by 2035 its members will move to all ZEV sales. ( Id .) ZEV members are
+Baden-Württemberg, British Columbia, California, Canada, Chile, Connecticut, Costa Rica, Germany, Maryland, Massachusetts, Netherlands,
+New Jersey, New York, Norway, Oregon, Québec, Rhode Island, United Kingdom, Vermont, and Washington. 
+According to the EPA, “at
+least 20 countries, as well as numerous local jurisdictions, have announced targets for shifting all new passenger car sales to zero-emission vehicles
+in the coming years, including Norway (2025); Austria, the Netherlands, Denmark, Iceland, India, Ireland, Israel, Scotland, Singapore,
+Sweden, and Slovenia (2030); Canada, Chile, Germany, Thailand, and the United Kingdom (2035); and France, Spain, and Sri Lanka (2040).”
+( Id . note 23, citing Environmental and Climate Change Canada, “Achieving a Zero-Emission Future for Light-Duty Vehicles:
+Stakeholder Engagement Discussion Document December 17”). 
+Emissions Credits 
+In January 2023, Tesla
+reported sales of carbon offset credits or carbon allowances to other manufacturers who failed to meet the emissions standards set by
+the California Air Resources board (CARB) of USD 1.78 billion. (Carbon Credits, Jennifer L., Tesla Carbon Credit Sales
+Reach Record $1.78 Billion in 2022 , Jan. 27, 2023, available at https://carboncredits.com/tesla-carbon-credit-sales-reach-record-1-78-billion-in-2022 ). 
+Thunder Power expects to
+earn carbon offset credits and other regulatory credits that it will sell to other manufacturers from its manufacture, sale, and/or registration
+of Zero Emission Vehicles (“ZEVs”). In addition, Thunder Power anticipated that it will be able to sell ZEV credits in up
+to 12 Section 177 States such as California, Connecticut, Delaware, Maine, Maryland, Massachusetts, New Jersey, New York, Oregon,
+Pennsylvania, Rhode Island, Vermont, and Washington. Thunder Power may also expect to earn and sell U.S. Department of Transportation’s
+Corporate Average Fuel Economy (“CAFÉ”) credits, EPA’s greenhouse gas credits and credits earned or saleable
+in other North American regions, UK, Europe, and Asia. 
+9 
+EPA Emissions and Certificate of Conformity 
+The U.S. Clean Air Act
+requires that Thunder Power obtain a Certificate of Conformity issued by the EPA and a California Executive Order issued by the California
+Air Resources Board (“ CARB ”) certifying that its vehicles comply with applicable emissions requirements. A Certificate
+of Conformity is required for vehicles sold in the United States, and an Executive Order from the CARB is required for vehicles sold
+in states that have adopted California standards. CARB sets California standards for emissions control for certain regulated pollutants
+for new vehicles and engines sold in California. States that have adopted the California standards as approved by EPA also recognize the
+CARB Executive Order for sales of vehicles. In addition to California, there are 13 other states that have either adopted or are in the
+process of adopting the stricter California standards, including New York, Massachusetts, Vermont, Maine, Pennsylvania, Connecticut,
+Rhode Island, Washington, Oregon, New Jersey, Maryland, Delaware and Colorado. 
+Although the Thunder Power
+vehicles will have zero emissions, Thunder Power is required to seek an EPA Certificate of Conformity and, for vehicles sold in California
+or any of the other 13 states that have adopted the stricter California standards, a CARB Executive Order. 
+Vehicle Safety and Testing 
+Thunder Power’s vehicles
+will be subject to, and will be required to comply with, numerous regulatory requirements established by the National Highway Traffic
+Safety Administration (“ NHTSA ”), including applicable U.S. Federal Motor Vehicle Safety Standards (“ FMVSS ”).
+Thunder Power intends that its family of EVs will fully comply with all applicable FMVSSs without the need for any exemptions, and we
+expect future Thunder Power’s EVs to either fully comply or comply with limited exemptions related to new technologies. Additionally,
+there are regulatory changes being considered for several FMVSSs, and while Thunder Power anticipates compliance, there is no assurance
+that Thunder Power will comply with such changes under the final versions as enacted. 
+As a U.S.-based manufacturer,
+Thunder Power must self-certify that its EVs meet all applicable FMVSS, as well as the NHTSA bumper standard, or otherwise are exempt,
+before its EVs can be sold in the United States. Numerous FMVSS will apply to Thunder Power’s EVs, such as crash-worthiness
+requirements, crash avoidance requirements and EV-specific requirements. Thunder Power will also be required to comply with other
+federal laws and regulations administered by NHTSA, including, among other things, ensuring its EVs do not contain defects related to
+motor vehicle safety, recall requirements, the Corporate Average Fuel (CAFE) standards, Theft Prevention Act requirements, consumer information
+labeling requirements, reporting required notices, bulletins and other communications, Early Warning Information reporting, foreign recall
+reporting and owner’s manual requirements. 
+The Automobile Information
+and Disclosure Act requires manufacturers of motor vehicles to disclose certain information regarding the manufacturer’s suggested
+retail price, optional equipment and pricing. In addition, this law allows inclusion of city and highway fuel economy ratings, as determined
+by the U.S. Environmental Protection Agency (EPA), as well as crash test ratings as determined by NHTSA if such tests are conducted. 
+Thunder Power intends to
+bring production in Europe and then expand its offerings within the U.S. and outside of the U.S., and in connection with such expansion
+its EVs will be subject to foreign safety, environmental and other regulations. Many of those regulations are different from those applicable
+in the U.S. and may require redesign and/or retesting. For example, the European Union (“ E.U. ”) has established
+new approval and oversight rules requiring that a national authority certify compliance with heightened safety rules, emissions limits
+and production requirements before vehicles can be sold in each E.U. member state, the initial of which rules were rolled out on September 1,
+2020. There is also regulatory uncertainty regarding how these rules will impact sales in the United Kingdom given its withdrawal from
+the E.U. These changes could impact the rollout of new vehicle features in Europe. 
+10 
+In addition to the various
+territorial legal requirements Thunder Power is obligated to meet, Thunder Power’s family of EVs is engineered with the expectation
+that it will deliver overall five-star performance in the two main voluntary vehicle safety performance assessment programs, the
+U.S. New Car Assessment Program (“ NCAP ”) and the European New Car Assessment Programme (“ Euro NCAP ”).
+Five-star score is the maximum attainable score. These independent organizations have introduced a number of additional safety related
+tests aimed at improving the safety of passenger vehicles, both for occupants and pedestrians involved in collisions with vehicles. Some
+of these tests are derived from legal requirements, such as side impact, but have higher performance requirements. Others are unique to
+the programs. Areas covered by these tests in 2020 included: 
+● 
+Mobile Progressive Deformable Barrier; 
+● 
+Full Width Rigid Barrier; 
+● 
+Mobile Side Impact Barrier; 
+● 
+Side Pole; 
+● 
+Far Side Impact; 
+● 
+Whiplash; 
+● 
+Vulnerable Road Users (Pedestrians and Cyclists); 
+● 
+Safety Assist; and 
+● 
+Rescue and Extrication 
+Automobile Manufacturer and Dealer Regulation 
+In the United States,
+state laws regulate the manufacture, distribution, sale and service of automobiles, and generally require motor vehicle manufacturers
+and dealers to be licensed in order to sell vehicles directly to residents. Certain states do not permit automobile manufacturers to be
+licensed as dealers or to act in the capacity of a dealer, or otherwise restrict a manufacturer’s ability to deliver or service
+vehicles. To sell vehicles to residents of states where Thunder Power is not licensed as a dealer, Thunder Power expects to conduct the
+transfer of title out of the state. In certain such states, Thunder Power expects to open studios that serve an educational purpose and
+where the title transfer may not occur. 
+Some automobile dealer trade
+associations may challenge the legality of Thunder Power’s operations and direct selling operations by OEMs in court and may use
+administrative and legislative processes to attempt to prohibit or limit such OEMs’ ability to operate existing stores or expand
+to new locations. Certain dealer associations may also actively lobbied state licensing agencies and legislators to interpret existing
+laws or enact new laws in ways not favorable to Thunder Power’s planned direct sales and service model. Thunder Power expects dealer
+trade associations to continue to lobby state licensing agencies and legislators to interpret existing laws or enact new laws in ways
+not favorable to its business model; however, Thunder Power intends to oppose such efforts to limit its ability to operate and intends
+to proactively support legislation that enables its business model. 
+Should Thunder Power not
+be allowed to develop relationships with the largest multi-brand and high-end brand dealers in the U.S. it would be difficult
+for it as a newcomer to the U.S. EV market to gain a foothold in the U.S. Thunder Power recognizes that its best strategy for
+market penetration is to align itself with a U.S. dealership network, especially for sale of the Coupe, and the eventual servicing
+of its family of EVs. 
+11 
+Battery Safety and Testing Regulation 
+Thunder Power’s battery
+packs are designed to conform to mandatory regulations that govern transport of “dangerous goods,” defined to include lithium-ion batteries,
+which may present a risk in transportation. The governing regulations, which are issued by the Pipeline and Hazardous Materials Safety
+Administration, are based on the United Nation (“ U.N. ”) Recommendations on the Safe Transport of Dangerous Goods Model
+Regulations and related U.N. Manual Tests and Criteria. The regulations vary by mode of shipping transportation, such as by ocean
+vessel, rail, truck or air. Prior to launch, Thunder Power plans to complete all applicable transportation tests for its battery packs,
+demonstrating its compliance with applicable regulations. Thunder Power intends to use lithium-ion cells in the high voltage battery
+packs in its EVs. The use, storage and disposal of battery packs is regulated under federal law. Thunder Power’s battery packs are
+intended to meet the applicable compliance requirements of the UN Manual of Tests and Criteria demonstrating its ability to ship battery
+packs by any method. These tests include: 
+● 
+Altitude simulation — simulating air transport; 
+● 
+Thermal cycling — assessing cell and battery seal integrity; 
+● 
+Vibration — simulating vibration during transport; 
+● 
+Shock — simulating possible impacts during transport; 
+● 
+External short circuit — simulating an external short circuit; and 
+● 
+Overcharge — evaluating the ability of a rechargeable battery to withstand overcharging. 
+Data Privacy and Security Laws 
+Numerous state, federal and
+foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and other
+personal information and could apply now or in the future to our operations or the operations of our partners. In the United States, numerous
+federal and state laws and regulations, including data breach notification laws, health information privacy and security laws and consumer
+protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal information.
+In addition, certain foreign laws govern the privacy and security of personal data, including health-related data. Privacy and security
+laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can
+result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing. 
+Employees and Human Capital Resources 
+As of December 31, 2025,
+we had 2 full-time employees. None of our employees are represented by a labor union or party to a collective bargaining agreement. 
+Our human capital objectives
+include retaining and incentivizing existing employees and recruiting and integrating new employees. The principal purposes of our compensation
+program, including our equity incentive plans, are to attract, retain and appropriately motivate employees, consultants and directors
+through the granting of stock-based compensation awards and cash-based bonus awards. 
+Corporate Information 
+Our corporate office
+is located at 221 W 9th St #848, Wilmington, DE 19801 and its telephone number is (909) 214-2482. Our telephone number is (909) 214-2482.
+Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form
+10-K, and you should not consider information on our website to be part of this Annual Report on Form 10-K. 
+12

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+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+70

raw/filings/0001913577/2024/0001213900-25-027319/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001913577,SMNRW,"Semnur Pharmaceuticals, Inc.",2024,10-K,2025-04-02,2024-12-31,2025-04-01T21:49:18.000Z,0001213900-25-027319,ea0232165-10k_denalicap.htm,ANNUAL REPORT,5349480,1,1,https://www.sec.gov/Archives/edgar/data/1913577/000121390025027319/ea0232165-10k_denalicap.htm,https://www.sec.gov/Archives/edgar/data/1913577/000121390025027319/

raw/filings/0001913577/2024/0001213900-25-027319/item1.txt

@@ -0,0 +1,440 @@
+Item
+1. Business. 
+General 
+We
+are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset
+acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout
+this report as our initial business combination. We have neither engaged in any operations nor generated any revenue to date. Based on
+our business activities, we are a “shell company” as defined under the Securities Exchange Act of 1934 (the “Exchange
+Act”) because we have no operations and nominal assets consisting almost entirely of cash. On April 11, 2022, we consummated our
+initial public offering (the “IPO”) of 8,250,000 units, which included 750,000 units issued pursuant to the partial exercise
+by the underwriters of their over-allotment option (the “Units”), each Unit consisting of one Class A ordinary share of the
+Company, par value $0.0001 per share (the “public shares”) and one redeemable warrant (each, a “Public Warrant”),
+each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold
+at a price of $10.00 per Unit, and the IPO generated gross proceeds of $82,500,000. Simultaneously with the closing of the IPO, we consummated
+a private placement (the “Private Placement”) with our sponsor, of an aggregate of 510,000 units (the “Private Placement
+Units”) (including 30,000 Private Placement Units purchased pursuant to the partial exercise by the underwriters of their over-allotment
+option) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $5,100,000. Each Private Placement Unit consists
+of one Class A ordinary share (the “Private Placement Shares”) and one warrant. The terms and provisions of the warrants
+in the Private Placement Units (the “Private Placement Warrants”) are identical to the Public Warrants, except that, subject
+to certain limited exceptions, they are subject to transfer restrictions until 30 days following the consummation of an initial business
+combination. On April 11, 2022, a total of $84,150,000 of the net proceeds from the IPO and the Private Placement was deposited in a
+trust account (the “Trust Account”) established for the benefit of the Company’s public shareholders at a U.S. based
+trust account, with Wilmington Trust, National Association, acting as trustee. 
+On
+January 25, 2023, we entered into an Agreement and Plan of Merger (the “Longevity Merger Agreement”), by and among Longevity
+Biomedical, Inc. (“Longevity”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of the
+Company (“Holdco”), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Denali
+Merger Sub”), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Holdco (“Longevity
+Merger Sub”), and Bradford A. Zakes, solely in the capacity as seller representative (the “Seller Representative”).
+Pursuant to the Longevity Merger Agreement, the parties thereto agreed to enter into a business combination with Longevity (the “Longevity
+Business Combination”). 
+On
+October 11, 2023, our shareholders held an extraordinary general meeting (the “Extension Meeting”) to vote in favor of approving
+amendments to the Company’s amended and restated memorandum and articles of association (the “Articles”) to, amongst
+other things, extend the date by which we must consummate an initial business combination from October 11, 2023 to July 11, 2024 by electing
+to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each
+time, subject to the sponsor (or its affiliates or permitted designees) depositing into the Trust Account for each such one-month extension
+the lesser of (a) an aggregate of $50,000 or (b) $0.03 per public share that remains outstanding and is not redeemed prior to any such
+one-month extension, unless the closing of our initial business combination has occurred. 
+Furthermore,
+in connection with the Extension Meeting, shareholders holding 3,712,171 public shares (after giving effect to withdrawals of redemptions)
+exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account. As a result, approximately $40.5
+million (approximately $10.92 per share) was removed from the Trust Account to pay such holders. Following redemptions, we had 4,537,829
+public shares outstanding. 
+On
+January 9, 2024, our shareholders held an extraordinary general meeting (the “Longevity Business Combination Meeting”) and
+voted in favor of approving the Longevity Business Combination. 
+On
+June 26, 2024, pursuant to Section 11.1(a) of the Longevity Merger Agreement, the parties to the Longevity Merger Agreement entered into
+a termination agreement (the “Termination Agreement”) pursuant to which the Longevity Merger Agreement was terminated effective
+as of the date of the Termination Agreement. As a result of the Termination Agreement, the Longevity Merger Agreement is of no further
+force and effect (other than certain customary limited provisions that survive the termination pursuant to the terms of the Longevity
+Merger Agreement) and ancillary agreements entered into in connection with the Longevity Merger Agreement also automatically terminated
+in accordance with their respective terms. As a result of the termination of the Longevity Merger Agreement, Holdco filed the Registration
+Withdrawal Request on Form RW on August 9, 2024, to withdraw its registration statement on Form S-4, as amended, initially filed with
+the SEC on March 29, 2023. 
+On
+July 2, 2024, the Company issued a press release to announce that it entered into a letter of intent with Semnur, a wholly owned subsidiary
+of Scilex Holding Company (“Scilex”), for a potential business combination. 
+1 
+On
+July 10, 2024, our shareholders held an extraordinary general meeting (the “Second Extension Meeting”) to consider and vote
+upon a proposal to amend, by way of special resolution, the Articles to extend the date by which we must (i) consummate a merger, share
+exchange, asset acquisition, share purchase, reorganization or similar business combination involving Denali and one or more businesses
+or entities; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination;
+and (iii) redeem 100% of the public shares from July 11, 2024 to April 11, 2025, by electing to extend the date to consummate an initial
+business combination on a monthly basis for up to nine (9) times by an additional one month each time (such date as extended, the “Extended
+Date”), unless the closing of the initial business combination has occurred, without the need for any further approval of our shareholders,
+provided that the sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension
+the lesser of (a) an aggregate of $20,000 or (b) $0.02 per public share that remains outstanding and is not redeemed prior to any such
+one-month extension, unless the closing of the initial business combination has occurred, in exchange for a non-interest bearing promissory
+note payable upon consummation of an initial business combination. In connection with the Second Extension Meeting, shareholders holding
+3,785,992 public shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata
+portion of the funds in the Trust Account. As a result, approximately $43.4 million (approximately $11.47 per share) was removed from
+the Trust Account to pay such holders. 
+On
+July 10, 2024, we issued a promissory note (the “Sponsor Extension Convertible Promissory Note”) in the total principal amount
+of up to $180,000 to the sponsor. The Sponsor Extension Convertible Promissory Note was issued with an initial principal balance of $15,037,
+with the remaining $164,963 drawable at our request and upon the consent of the sponsor prior to the maturity of the Sponsor Extension
+Convertible Promissory Note. On July 10, 2024, the sponsor had deposited $15,037 drawn down from the Sponsor Convertible Promissory Note
+to the Trust Account to extend the time the Company has to consummate an initial business combination to August 11, 2024. 
+On
+August 9, 2024, we issued a convertible promissory note (the “Scilex Convertible Note”) in the total principal amount of
+up to $180,000 to Scilex Holding Company (“Scilex”). The Scilex Convertible Note was issued with an initial principal balance
+of $15,037, with the remaining $164,963 drawable at our request and upon the consent of Scilex prior to the maturity of the Scilex Convertible
+Promissory Note. 
+On each of August 11, 2024,
+September 11, 2024, October 11, 2024, November 11, 2024, December 11, 2024, January 6, 2025, February 11, 2025 and March 11, 2025, Scliex
+had deposited $15,064 drawn down from the Scilex Convertible Promissory Note to the Trust Account to extend the time the Company has to
+consummate an initial business combination to April 11, 2025. 
+On
+August 14, 2024, Denali Merger Sub Inc., a Delaware corporation, was incorporated as a direct wholly owned subsidiary of Denali (the
+“Merger Sub”). 
+On
+August 15, 2024, Holdco filed a Certificate of Ownership and Merger merging each of its wholly owned subsidiaries, Longevity Merger Sub
+and Denali Merger Sub, with and into Holdco, with Holdco as the sole surviving corporation. All of the outstanding shares of common stock
+of Holdco held by Denali was transferred to the Merger Sub, making Holdco a direct wholly owned subsidiary of the Merger Sub and making
+each of Denali Merger Sub and Longevity Merger Sub an indirect wholly-owned subsidiary of the Merger Sub. 
+On
+August 30, 2024, Denali entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Semnur, a wholly owned
+subsidiary of Scilex, and Merger Sub. 
+Pursuant
+to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the time at which the Business Combination
+becomes effective (the “Effective Time”), Denali will change its jurisdiction of incorporation by deregistering as a Cayman
+Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the
+“Domestication”) and (ii) at the Effective Time, and following the Domestication, Merger Sub will merge with and into Semnur
+(the “Business Combination” and together with the other transactions contemplated in the Merger Agreement, the “Transactions”),
+with Semnur continuing as the surviving entity and wholly owned subsidiary of Denali. In connection with the consummation of the Business
+Combination, Denali will be renamed as “Semnur Pharmaceuticals, Inc.” and Semnur will be renamed as Semnur, Inc. For more
+information about the Merger Agreement, see our Current Report on Form 8-K filed with the SEC on September 5, 2024 and the Semnur Disclosure
+Statement. In this document, we use the term “New Semnur” to refer to Denali after completion of the transactions contemplated
+by the Merger Agreement. 
+On November 6, 2024, we filed
+a preliminary prospectus/proxy statement included in our registration statement on Form S-4 (File No. 333-283019) relating to our proposed
+business combination with Semnur. 
+On March 27, 2025, we
+filed a definitive proxy to hold an extraordinary general meeting of shareholders to consider and vote upon a proposal to amend, by
+way of special resolution, the amended and restated memorandum and articles of association of the Company to extend the date by
+which the Company must either (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar
+business combination involving the Company and one or more businesses or entities or (ii) cease its operations, except for the
+purpose of winding up, if it fails to complete such initial business combination and redeem 100% of the Company’s Class A
+ordinary shares, included as part of the units sold in the Company’s IPO that was consummated on April 11, 2022, from April
+11, 2025 to December 11, 2025, by electing to extend the date to consummate an initial business combination on a monthly basis for
+up to eight (8) times by an additional one month each time, unless the closing of the Company’s initial business combination
+has occurred, without the need for any further approval of the Company’s shareholders, provided that the Sponsor (or its
+affiliates or permitted designees or a third party) will deposit into the Trust Account for each such one-month extension an
+extension fee, unless the closing of the Company’s initial business combination has occurred, in exchange for a non-interest
+bearing promissory note payable upon consummation of an initial business combination. 
+2 
+Business
+Strategy and Competitive Strengths 
+Our
+business strategy is to identify and complete our initial business combination with a company within the technology, hospitality or consumer
+services sector. Our selection process leveraged our team’s broad and deep relationship network, unique industry experiences and
+strong deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through
+our team’s extensive experience and demonstrated success in both investing in and operating businesses in our target sectors and
+across a variety of industries. 
+We
+believe that our management team is well positioned to identify attractive business combination opportunities with a compelling industry
+backdrop and an opportunity for transformational growth. Our team’s objectives are to generate attractive returns for shareholders
+and enhance value through improving operational performance of the acquired company. In the process of identifying Semnur as a target
+for the Business Combination, we broadly focused on potential targets that we believed (i) had attractive long-term growth potential,
+(ii) had a core product that was or had the potential to be competitively positioned within the applicable industry and (iii) had an
+experienced management team with an attractive business plan that would benefit from being a public company due to the potential for
+access to a broader source of capital and greater visibility. In addition, Denali also considered the development stage of potential
+targets’ corresponding industries and any relevant regulatory risks associated with such target businesses and their respective
+industries. 
+Business
+Combination Criteria 
+Consistent
+with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
+prospective target businesses. We used these criteria and guidelines in evaluating acquisition opportunities, which we believe Semnur
+satisfied, as we looked to identify target companies that: 
+● are
+fundamentally sound but are underperforming their potential; 
+● exhibit
+unrecognized value or other characteristics that we believe have been misevaluated by the
+marketplace; 
+● are
+at an inflection point where we believe we can drive improved financial performance; 
+● offer
+opportunities to enhance financial performance through organic initiatives and/or inorganic
+growth opportunities; 
+● can
+benefit from our founders’ knowledge of the target sectors, proven collection of operational
+strategies and tools, and past experiences in profitability and rapidly scaling businesses; 
+● are
+valued attractively relative to their potential for operational improvement; and 
+● offer
+an attractive potential return for our shareholders, weighing potential growth opportunities
+and operational improvements in the target business against any identified downside risks. 
+These
+criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
+may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria
+that our management may deem relevant. We believe that Semnur met the above criteria, as described in the Semnur Disclosure Statement. 
+Business
+Combination with Longevity 
+On
+January 25, 2023, we entered into the Longevity Merger Agreement, by and among Longevity, Holdco, Denali Merger Sub, Longevity Merger
+Sub, and Bradford A. Zakes, solely in the capacity as seller representative. 
+On
+October 11, 2023, our shareholders held the Extension Meeting to vote in favor of approving amendments to the Articles to, amongst other
+things, extend the date by which we must consummate an initial business combination from October 11, 2023 to July 11, 2024 by electing
+to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each
+time, subject to the sponsor (or its affiliates or permitted designees) depositing into the Trust Account for each such one-month extension
+the lesser of (a) an aggregate of $50,000 or (b) $0.03 per public share that remains outstanding and is not redeemed prior to any such
+one-month extension, unless the closing of our initial business combination has occurred. 
+Furthermore,
+in connection with the Extension Meeting, shareholders holding 3,712,171 public shares (after giving effect to withdrawals of redemptions)
+exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account. As a result, approximately $40.5
+million (approximately $10.92 per share) was removed from the Trust Account to pay such holders. Following redemptions, we had 4,537,829
+public shares outstanding. 
+In connection with the Second
+Extension Meeting, shareholders holding 3,785,992 public shares (after giving effect to withdrawals of redemptions) exercised their right
+to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $43.4 million (approximately
+$11.47 per share) was removed from the Trust Account to pay such holders. Following redemptions, we had 751,837 public shares outstanding. 
+3 
+On
+January 9, 2024, our shareholders held the Longevity Business Combination Meeting and voted in favor of approving the Longevity Business
+Combination. 
+On
+June 26, 2024, pursuant to Section 11.1(a) of the Longevity Merger Agreement, the parties to the Longevity Merger Agreement entered into
+the Termination Agreement pursuant to which the Longevity Merger Agreement was terminated effective as of the date of the Termination
+Agreement. As a result of the Termination Agreement, the Longevity Merger Agreement is of no further force and effect (other than certain
+customary limited provisions that survive the termination pursuant to the terms of the Longevity Merger Agreement) and ancillary agreements
+entered into in connection with the Longevity Merger Agreement also automatically terminated in accordance with their respective terms.
+As a result of the termination of the Longevity Merger Agreement, Holdco filed the Registration Withdrawal Request on Form RW on August
+9, 2024, to withdraw its registration statement on Form S-4, as amended, initially filed with the SEC on March 29, 2023. 
+Business
+Combination with Semnur 
+On
+August 30, 2024, Denali entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Semnur and Merger Sub. 
+Pursuant
+to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the time at which the Business Combination
+becomes effective (the “Effective Time”), Denali will change its jurisdiction of incorporation by deregistering as a Cayman
+Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the
+“Domestication”) and (ii) at the Effective Time, and following the Domestication, Merger Sub will merge with and into Semnur,
+with Semnur continuing as the surviving entity and wholly owned subsidiary of Denali. In connection with the consummation of the Business
+Combination, Denali will be renamed as “Semnur Pharmaceuticals, Inc.” and Semnur will be renamed as Semnur, Inc. 
+The
+consummation of the proposed Business Combination is subject to certain conditions as further described in the Merger Agreement. 
+For
+more information about the Merger Agreement and the Business Combination, see our Current Report on Form 8-K filed with the SEC on September
+5, 2024 and the Semnur Disclosure Statement. Unless specifically stated, this Annual Report on Form 10-K does not give effect to the
+Transactions and does not contain the risks associated with the proposed Transactions. Such risks and effects relating to the Transactions
+are included in the Semnur Disclosure Statement. 
+Nasdaq
+rules require that we must complete one or more business combinations with a total aggregate fair market value of at least 80% of the
+value of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income
+earned on the Trust Account) at the time of our signing of a definitive agreement in connection with our initial business combination.
+We refer to this as the 80% of net assets test. Our board of directors determined that the fair market value of the Business Combination
+equaled at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes
+payable on the interest income earned on the Trust Account). 
+We
+initially had until April 11, 2023, 12 months after the closing of the IPO (or up to 18 months by resolution of our board if requested
+by our sponsor to extend the period of time to consummate a business combination by up to two times, each time by an additional three
+months), to consummate an initial business combination. On October 11, 2023, we announced that our shareholders approved to extend the
+date by which we must consummate an initial business combination from October 11, 2023 to July 11, 2024 by electing to extend the date
+to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time. On July 10,
+2024, we announced that our shareholders approved to extend the date by which we must consummate an initial business combination from
+July 11, 2024 to April 11, 2025, by electing to extend the date to consummate an initial business combination on a monthly basis for
+up to nine times by an additional one month each time. 
+To
+the extent Semnur may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent
+in the company or its business. Although our management will endeavor to evaluate the risks inherent in a particular target business,
+we cannot assure you that we will properly ascertain or assess all significant risk factors. For more information on the risks associated
+with the Business Combination, see the Semnur Disclosure Statement. 
+4 
+Acquisition
+Process 
+In
+evaluating a prospective target business, we conducted a due diligence review which encompassed, among other things, meetings with incumbent
+management, document reviews, as well as a review of financial, operational, legal and other information which were made available to
+us. We also utilized our management team’s expertise in analyzing and evaluating operating plans, financial projections and determining
+the appropriate return expectations given the risk profile of the target business as well as the suitability of the target to become
+a public company. 
+Members
+of our management team and board of directors, directly or indirectly, own founder shares and/or Private Placement Units and, accordingly,
+may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
+our initial business combination. In particular, because the founder shares were purchased at approximately $0.012 per share, the holders
+of our founder shares (including our management team that directly or indirectly own founder shares) could make a substantial profit
+after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the
+post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction
+contemplated by the business combination). Further, such officers and directors may have a conflict of interest with respect to evaluating
+a particular business combination if the retention or resignation of any such officers and directors was included by a target business
+as a condition to any agreement with respect to our initial business combination. 
+Redemption
+Rights for Public Shareholders upon Completion of Our Initial Business Combination 
+We
+will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
+of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
+Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on
+the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, if any, divided by the number
+of then-issued and outstanding public shares, subject to the limitations described herein. The amount in the Trust Account was $12.00
+per public share as of December 31, 2024. The per share amount we will distribute to investors who properly redeem their shares will
+not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement
+that a beneficial owner must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion
+of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even
+if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member
+of our management team and our directors and Scilex have entered into an agreement with us, pursuant to which they have agreed to waive
+their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our
+initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles
+of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the
+right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we
+do not complete our initial business combination by the Extended Date or (B) with respect to any other provision relating to the rights
+of holders of our Class A ordinary shares. 
+Manner
+of Conducting Redemptions 
+We
+will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
+of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii)
+by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct
+a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
+and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing
+requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder
+approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers
+with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our
+amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct
+redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing
+requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long
+as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules. If we held a shareholder
+vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association: 
+● conduct
+the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
+of proxies, and not pursuant to the tender offer rules; and 
+● file
+proxy materials with the SEC. 
+5 
+Submission
+of Our Initial Business Combination to a Stockholder Vote 
+In
+the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection
+therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. 
+If
+we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain
+the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders
+who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team and board of
+directors have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, assuming
+our sponsor and each member of our management team and board of directors continue to own the shares they currently own, we would not
+need any additional shares to be voted in favor of a transaction, in order to have such initial business combination approved. Each public
+shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote
+at all. In addition, our sponsor and each member of our management team and Scilex and our directors have entered into an agreement with
+us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by
+them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended
+and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders
+of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
+100% of our public shares if we do not complete our initial business combination by April 11, 2025 (or as may be extended by a shareholder
+vote to further extend the time to complete an initial business combination, as applicable) or (B) with respect to any other provision
+relating to the rights of holders of our Class A ordinary shares. 
+Limitation
+on Redemption upon Completion of our Initial Business Combination if We Seek Stockholder Approval 
+If
+we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
+combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public
+shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
+a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to
+more than an aggregate of 15% of the shares sold in the IPO, which we refer to as “Excess Shares,” without our prior consent.
+We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
+to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management
+to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision,
+a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights
+if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or
+on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO without
+our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability
+to complete our initial business combination, particularly in connection with a business combination with a target that requires as a
+closing condition that we have a minimum net worth or a certain amount of cash. 
+However,
+we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our
+initial business combination. 
+Redemption
+of Public Shares and Liquidation if No Initial Business Combination 
+Our
+amended and restated memorandum and articles of association provide that we will have until the Extended Date to complete an initial
+business combination. If we have not consummated an initial business combination within such prescribed time period, we will: (i) cease
+all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days
+thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
+Account, including interest earned on the funds held in the Trust Account and not previously released to us (less tax payable and up
+to $100,000 of interest to pay dissolution expenses), divided by the number of the then issued and outstanding public shares, which redemption
+will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
+if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval
+of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman
+Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
+distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within
+the prescribed time period. Our amended and restated memorandum and articles of association provide that, if we wind up for any other
+reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation
+of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman
+Islands law. 
+6 
+Corporate
+Information 
+Our
+executive offices are located at 437 Madison Avenue, 27th Floor, New York, New York 10022, and our telephone number is 646-978-5180.
+We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required
+to disclose certain material events in Current Reports on Form 8-K, and as applicable, amendments to those reports filed or furnished
+pursuant to Section 13(a) or 15(d) of the Exchange Act. The SEC maintains an Internet website that contains reports, proxy and information
+statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located
+at http://www.sec.gov. In addition, we will provide copies of these documents without charge upon request from us by telephone at 646-978-5180. 
+Status
+as a Public Company 
+We
+believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
+offer a target business an alternative to a traditional initial public offering through a merger or other business combination with us.
+In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in
+the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary
+shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find
+this method a more expeditious and cost effective method to becoming a public company than a typical initial public offering. The typical
+initial public offering process takes a significantly longer period of time than the typical business combination transaction process,
+and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may
+not be present to the same extent in connection with a business combination with us. 
+Furthermore,
+once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
+offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could
+delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would
+then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests
+and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s
+profile among potential new customers and vendors and aid in attracting talented employees. 
+We
+are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities
+Act”) and as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible
+to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
+“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements
+of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and
+proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
+approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result,
+there may be a less active trading market for our securities and the prices of our securities may be more volatile. 
+In
+addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
+transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
+words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
+apply to private companies. We have taken and intend to continue to take advantage of the benefits of this extended transition period. 
+We
+will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
+the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed
+to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million
+as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible
+debt securities during the prior three-year period. 
+7 
+Competition 
+In
+identifying, evaluating and selecting a target business for our initial business combination, we have encountered, and expect to continue
+to encounter, intense competition from other entities having a business objective similar to ours, including other blank check companies,
+private equity groups, leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these
+entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.
+Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger
+target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage
+in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders
+who exercise their redemption rights may reduce the resources available to us for our initial business combination and potential future
+dilutions that our outstanding warrants represent, which may place us at a competitive disadvantage in successfully negotiating an initial
+business combination. 
+Facilities 
+We
+currently maintain our executive offices at 437 Madison Avenue, 27th Floor, New York, New York 10022. We consider our current office
+space adequate for our current operations. 
+Employees 
+We
+currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters but
+they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
+The amount of time they will devote in any time period will vary based on the status of the proposed Transactions and, if the proposed
+Transactions are not consummated, the stage of the business combination process we are in. We do not intend to have any full time employees
+prior to the completion of our initial business combination.

raw/filings/0001913577/2024/0001213900-25-027319/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+30

raw/filings/0001913577/2025/0001193125-26-082642/filing_metadata.csv

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+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001913577,SMNRW,"Semnur Pharmaceuticals, Inc.",2025,10-K,2026-02-27,2025-12-31,2026-02-27T21:12:59.000Z,0001193125-26-082642,smnr-20251231.htm,10-K,10379978,1,1,https://www.sec.gov/Archives/edgar/data/1913577/000119312526082642/smnr-20251231.htm,https://www.sec.gov/Archives/edgar/data/1913577/000119312526082642/

raw/filings/0001913577/2025/0001193125-26-082642/item1.txt

@@ -0,0 +1,3 @@
+Item 1. 
+Business 
+3

raw/filings/0001913577/2025/0001193125-26-082642/item13.txt

@@ -0,0 +1,3 @@
+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+118

raw/filings/0001913838/2024/0001558370-24-013063/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001913838,VWFB,"VWF Bancorp, Inc.",2024,10-K,2024-09-27,2024-06-30,2024-09-27T12:23:00.000Z,0001558370-24-013063,vwfb-20240630x10k.htm,10-K,20153555,1,1,https://www.sec.gov/Archives/edgar/data/1913838/000155837024013063/vwfb-20240630x10k.htm,https://www.sec.gov/Archives/edgar/data/1913838/000155837024013063/

raw/filings/0001913838/2024/0001558370-24-013063/item13.txt

@@ -0,0 +1,3 @@
+ITEM 13. 
+Certain Relationships and Related Transactions, and Director Independence 
+81

raw/filings/0001913971/2024/0001193125-25-054907/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001913971,BPRN,"Princeton Bancorp, Inc.",2024,10-K,2025-03-14,2024-12-31,2025-03-14T21:27:36.000Z,0001193125-25-054907,d885370d10k.htm,FORM 10-K,14631338,1,1,https://www.sec.gov/Archives/edgar/data/1913971/000119312525054907/d885370d10k.htm,https://www.sec.gov/Archives/edgar/data/1913971/000119312525054907/

raw/filings/0001913971/2024/0001193125-25-054907/item1.txt

@@ -0,0 +1,785 @@
+Item 1. Business 
+General 
+Princeton Bancorp, Inc. is a Pennsylvania corporation formed in 2022 to be the holding company for The Bank of Princeton (the “Bank”). The Bank was incorporated on March 5, 2007 under the laws of the State of New Jersey and is a New Jersey state-chartered banking institution. The Bank was granted its bank charter on April 17, 2007, commenced operations on April 23, 2007 and is a full-service bank providing personal and business lending and deposit services. As a state-chartered bank, the Bank is subject to regulation by the New Jersey Department of Banking and Insurance and the FDIC. The area served by the Bank, through its 33 branches, is generally an area within an approximate 50-mile radius of Princeton, NJ, including parts of Burlington, Camden, Gloucester, Hunterdon, Mercer, Middlesex, Ocean, and Somerset Counties in New Jersey, and additional areas in portions of Philadelphia, Montgomery and Bucks Counties in Pennsylvania. The Bank also has two retail branches and conducts loan origination activities in select areas of the New York City metropolitan area. 
+The Bank offers traditional retail banking services, one-to-four-family residential mortgage loans, multi-family and commercial mortgage loans, construction loans, commercial business loans and consumer loans, including home equity loans and lines of credit. 
+From 2007 until January 2023, the Bank was a stand-alone bank. On January 10, 2023, the Bank caused the Company to acquire all the outstanding stock of the Bank in a corporate reorganization. As a result, the Bank became the sole direct subsidiary of the Company, the Company became the holding company for the Bank and the stockholders of the Bank became stockholders of the Company. As of December 31, 2024, the Company had 249 total employees and 247 full-time equivalent employees. 
+On May 19, 2023, the Company completed the acquisition of Noah Bank, a Pennsylvania chartered state bank headquartered in Elkins Park, Pennsylvania that primarily served the Philadelphia, North New Jersey and New York City markets. On that date the Company acquired 100% of the outstanding common stock, for cash, of Noah Bank and Noah Bank was merged with and into the Bank. 
+On August 23, 2024, the Company completed the acquisition of Cornerstone Financial Corporation (“CFC”), the holding company for Cornerstone Bank, a New Jersey chartered state bank headquartered in Mt. Laurel, New Jersey that primarily served the southern New Jersey market. The Company acquired 100% of the outstanding common stock of CFC in exchange for the Company’s stock, CFC was merged into the Company, and Cornerstone Bank was merged with and into the Bank. 
+Our headquarters and one of our branches are located at 183 Bayard Lane, Princeton, New Jersey 08540. Our telephone number is (609) 921-1700 and our website address is www.thebankofprinceton.com. 
+The Company has elected to prepare this Annual Report on Form 10- K and other annual and periodic reports as a “smaller reporting company” consistent with the rules of the SEC. 
+Competition 
+We have substantial competition in originating commercial and consumer loans in our market area. This competition comes principally from other banks, savings institutions, mortgage banking companies and other 
+5 
+Table of Contents 
+lenders. Many of our competitors enjoy advantages over us, including greater financial resources and higher lending limits, more aggressive marketing campaigns, better brand recognition, a wider geographic presence, more accessible branch office locations, the ability to offer a wider array of services or more favorable pricing alternatives, as well as lower origination and operating costs. Among other things, this competition could reduce our interest income and net income by decreasing the number and size of loans that we originate and the interest rates we may charge on these loans. We compete for loans primarily on the basis of value and service by building customer relationships through addressing our customers’ entire suite of banking needs, demonstrating expertise, and providing convenience. We also consider the competitive pricing levels in each of our markets. 
+In attracting business and consumer deposits, we face substantial competition from other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds. These competitors may offer higher interest rates on deposits, which could decrease the deposits that we attract, or require us to increase the rates we pay to retain existing deposits or attract new deposits. Deposit competition could adversely affect our net interest income and net income, and our ability to generate the funds we require for our lending or other operations. As a result, we may need to seek other sources of funds that may be more expensive to obtain and could increase our cost of funds. We compete for deposits similarly on the basis of value and service and by providing convenience through a banking network of branches and ATMs within our markets and our website at https://thebankofprinceton.com. 
+FinTechs continue to emerge in key areas of banking. In addition, larger established technology platform companies continue to evaluate, and in some cases, create businesses focused on banking products. We closely monitor activity in the marketplace to ensure that our products and services are technologically competitive. Our overall strategy involves seeking to identify partnership and possible investment opportunities in technology-driven companies that can augment our distribution and product capabilities. 
+Lending Activities 
+Our loan portfolio consists of variable-rate and fixed-rate loans with a significant concentration in commercial real estate lending. While most loans and other credit facilities are appropriately collateralized, major emphasis is placed upon the financial condition of the borrower and the borrower’s cash flow versus debt service requirements. 
+Loan growth is driven by customer demand, which in turn is influenced by individual and business indebtedness and consumer demand for goods. Loaning money will always entail some risk. Without loaning money, however, a bank cannot generate enough net interest income to be profitable. The risk involved in each loan must be carefully evaluated before the loan is made. The interest rate at which the loan is made should always reflect the risk factors involved, including the term of the loan, the value of collateral, if any, the reliability of the projected source of repayment, and the amount of the loan requested. Credit quality and repayment capacity are generally the most important factors in evaluating loan applications. 
+The majority of our loans are to borrowers in our immediate markets. We believe that no single borrower or group of borrowers presents a credit concentration whereby the borrowers’ loan default would have a material adverse effect on our financial condition or results of operations. 
+Commercial Real Estate and Multi-family. At December 31, 2024, commercial real estate and multi-family loans amounted in the aggregate to $1.39 billion, or 76.1% of the total loans receivable. Our commercial real estate portfolio has increased $242.2 million or 21.1% since December 31, 2023, when commercial real estate and multi-family loans amounted to $1.14 billion, or 73.8%, of our total portfolio. 
+The commercial real estate and multi-family loan portfolio consists primarily of loans secured by small office buildings, strip shopping centers, small apartment buildings and other properties used for commercial and multi-family purposes located in the Company’s market area. At December 31, 2024, the average commercial and multi-family real estate loan size was approximately $1.8 million. 
+6 
+Table of Contents 
+Although terms for commercial real estate and multi-family loans vary, our underwriting standards generally allow for terms up to 7 years with loan-to-value ratios of not more than 75%. Most of the loans are structured with balloon payments of 5 years or less and amortization periods of up to 25 years. Interest rates are either fixed or adjustable, based upon designated market indices such as the Wall Street Journal prime rate plus a margin. 
+Commercial real estate and multi-family real estate lending involves different risks from single-family residential lending. These risks include larger loans to individual borrowers and loan payments that are dependent upon the successful operations of the project or the borrower’s business. These risks can be affected by supply and demand conditions in the project’s market area of rental housing units, office and retail space and other commercial space. We attempt to minimize these risks by limiting loans to proven businesses, only considering properties with existing operating performance which can be analyzed, using conservative debt coverage ratios in our underwriting, and periodically monitoring the operation of the business or project and the physical condition of the property. 
+Various aspects of commercial and multi-family loan transactions are evaluated in an effort to mitigate the additional risk in these types of loans. In our underwriting procedures, consideration is given to the stability of the property’s cash flow history, future operating projections, current and projected occupancy levels, location and physical condition. Generally, we impose a debt service ratio (the ratio of net cash flows from operations to debt service) of not less than 1.25 X. We also evaluate the credit and financial condition of the borrower, and if applicable, the guarantor. With respect to loan participation interests we purchase; we underwrite the loans as if we were the originating lender. Appraisal reports prepared by independent appraisers are reviewed by an outside third party prior to closing. 
+Set forth below is a brief description of our three largest commercial real estate or multi-family loans: 
+- 
+The largest commercial real estate loan is a $31 million loan (split between 2 loans $29 million and $2 million). The proceeds were used to refinance an existing loan, with cash out being escrowed and released in the future upon meeting certain requirements. The property is an eight-story mixed use property located in Brooklyn, NY with 69 residential units and one commercial unit with a LTV of 70%. The borrower is paying in accordance with the loan terms as of December 31, 2024. 
+- 
+The second largest commercial real estate loan is a $22.7 million loan. The proceeds were used to refinance an existing loan with cash out for future real estate investments. The property is an industrial warehouse located in East Windsor, NJ with a LTV of 55%. The borrower is paying in accordance with the loan terms as of December 31, 2024. 
+- 
+The third largest commercial real estate loan is a $20.7 million loan. The proceeds were used to refinance an existing loan. The property is an eight-story mixed use property located in Queens, NY with 49 residential units and two commercial units with a LTV of 56%. The borrower is paying in accordance with the loan terms as of December 31, 2024. 
+Commercial and Industrial Loans. At December 31, 2024, commercial and industrial loans amounted in the aggregate to $93.0 million, or 5.1%, of the total loan portfolio . Our commercial and industrial portfolio has increased $42.0 million, or 82.2%, since December 31, 2023, when commercial and industrial loans amounted to $51.0 million, or 3.3%, of our total loan portfolio. 
+Commercial business loans are made to small to mid-sized businesses in our market area primarily to provide working capital. Small business loans may have adjustable or fixed rates of interest and generally have terms of three years or less but may be as long as 15 years. Our commercial business loans have historically been underwritten based on the creditworthiness of the borrower and generally require a debt service coverage ratio of at least 1.25 X. In addition, we generally obtain personal guarantees from the principals of the borrower with respect to commercial business loans and frequently obtain real estate as additional collateral. 
+7 
+Table of Contents 
+Set forth below is a brief description of our three largest commercial and industrial loans: 
+- 
+The largest commercial and industrial loan is a $9.4 million loan. The proceeds were used for business purposes and completion of capital improvements. The collateral is a lien on all business assets. The borrower is paying in accordance with the loan terms as of December 31, 2024. 
+- 
+The second largest commercial and industrial loan is a $9.4 million loan. The proceeds were used as a fully drawn business line of credit for general purposes. The loan is secured by real estate and cash collateral. The borrower is paying in accordance with the loan terms as of December 31, 2024. 
+- 
+The third largest commercial and industrial loan is a $7.6 million loan. The proceeds were used for working capital for future business opportunities. The loan is unsecured. The borrower is paying in accordance with the loan terms as of December 31, 2024. 
+Construction Loans. We originate various types of commercial loans, including construction loans, secured by collateral such as real estate, business assets and personal guarantees. The loans are solicited on a direct basis and through various professionals with whom we maintain contact and by referral from our directors, stockholders and customers. At December 31, 2024, our construction loans amounted to $257.2 million, or 14.1% of our total loans receivable. The average size of a construction loan was approximately $5.0 million at December 31, 2024. Our construction loans portfolio has decreased $53.0 million or 17.1% since December 31, 2023, when construction loans amounted to $310.2 million, or 20.0% of our total loans receivable. Construction lending represents a segment of our loan portfolio and is driven primarily by market conditions. Loans to finance construction of condominium projects or single-family homes and subdivisions are generally offered to experienced builders in our primary market area with whom we have an established relationship. The maximum loan-to-value limit applicable to these loans is 75% of the appraised post construction value and does not require amortization of the principal during the term of the loan. We often establish interest reserves and obtain personal and corporate guarantees as additional security on the construction loans. Interest reserves are used to pay monthly payments during the construction phases of the loan and are treated as an addition to the loan balance. Interest reserves pose an additional risk to the Bank if it does not become aware of deterioration in the borrower’s financial condition before the interest reserve is fully utilized. In order to mitigate risk, financial statements and tax returns are obtained from borrowers on an annual basis. Construction loan proceeds are disbursed periodically in increments as construction progresses and as inspection by approved appraisers or loan inspectors warrants. Construction loans are negotiated on an individual basis but typically have floating rates of interest based on a common index plus a stipulated margin. Additional fees may be charged as funds are disbursed. As units are completed and sold, we require that payments to reduce principal outstanding be made prior to them being released. We may permit a pre-determined limited number of model homes to be constructed on an unsold or “speculative” basis. Construction loans also include loans to acquire land and loans to develop the basic infrastructure, such as roads and sewers. The majority of the construction loans are secured by properties located in our primary areas. 
+Set forth below is a brief description of our three largest construction loans or loan relationships: 
+- 
+The largest construction loan is a $32.5 million participation loan. The Bank’s share is 76.9% of the total loan amount. The proceeds are being used to construct a 9-story residential building consisting of 89 residential units in Brooklyn, NY. The project is approximately 88% complete. The borrower is paying in accordance with the loan terms as of December 31, 2024. 
+- 
+The second largest construction loan is a $21.7 million loan to purchase and renovate a mixed-use property consisting of residential units and retail space in Newark NJ. The project is approximately 97% complete. The borrower is paying in accordance with the loan terms as of December 31, 2024. 
+- 
+The third largest construction loan is a $25.0 million loan to purchase land for future construction of a mixed-use property consisting of residential units and commercial/retail office space in Jersey City, NJ. The borrower is paying in accordance with the loan terms as of December 31, 2024. 
+8 
+Table of Contents 
+Residential First-Lien Mortgage Loans. We offer a narrow range of prime residential first-lien mortgage loans at competitive rates. Our customers, stockholders and local real estate brokers are a significant source of these loans. We strive to process, approve and fund loans in a timeframe that meets the needs of our borrowers. Generally, we originate and retain non-conforming residential first-lien mortgage loans and refer conforming residential first-lien mortgage loans to a third party, whereby we may earn a fee. At December 31, 2024, our residential first-lien loans amounted to $68.0 million, or 3.7%, of our total portfolio. Our residential first-lien loan portfolio has increased $30.0 million, or 78.8%, since December 31, 2023, when residential first-lien loans amounted to $38.0 million, or 2.5%, of our total loan portfolio. This substantial increase was due to our acquisition of CFC in August 2024. 
+Home Equity Loans and Consumer Loans. We generate these loans and lines of credit primarily through direct marketing at our branch locations, referrals from local real estate brokers and, to a lesser extent, by targeted direct marketing programs such as mail and electronic mail. Consumer loans are solicited on a direct basis and upon referrals from our directors, stockholders and existing customers. 
+Loans Receivable, Net. Loans receivable, net increased from $1.55 billion at December 31, 2023, to $1.82 billion at December 31, 2024, an increase of $270.5 million, or 17.5%. The increase was attributable to an increase in commercial real estate loans of $242.2 million, an increase in commercial and industrial loans of $42.0 million and an increase in residential first-lien mortgage loans of $30.0, partially offset by a decrease of $53.0 million in construction loans. The acquisition of CFC in August 2024 resulted in an increase of $255.5 to the loan portfolio. 
+The following table details our loan maturities by loan segment and interest rate type: 
+December 31, 2024 
+Due in one year 
+or less 
+Due after one 
+through five 
+years 
+Due after five 
+years through 
+fifteen years 
+Due after fifteen 
+years 
+Total 
+(Dollars in thousands) 
+Commercial real estate 
+$ 
+75,425 
+$ 
+475,306 
+$ 
+467,819 
+$ 
+366,535 
+$ 
+1,385,085 
+Commercial and industrial 
+34,261 
+19,976 
+30,519 
+8,101 
+92,857 
+Construction 
+208,382 
+48,787 
+—  
+—  
+257,169 
+Residential first-lien mortgage 
+—  
+16 
+9,337 
+58,677 
+68,030 
+Home equity/consumer 
+1 
+375 
+3,490 
+14,267 
+18,133 
+Total loans 
+$ 
+318,069 
+$ 
+544,460 
+$ 
+511,165 
+$ 
+447,580 
+$ 
+1,821,274 
+Amount due after one year 
+Fixed Rate 
+Variable Rate 
+(Dollars in thousands) 
+Commercial real estate 
+$ 
+394,551 
+$ 
+915,109 
+Commercial and industrial 
+33,493 
+25,103 
+Construction 
+—  
+48,787 
+Residential first-lien mortgage 
+40,380 
+27,650 
+Home equity/consumer 
+3,224 
+14,908 
+Total loans 
+$ 
+471,648 
+$ 
+1,031,557 
+The accrual of interest is discontinued when the contractual payment of principal or interest is 90 days past due or management has serious doubts about further collectability of the principal or interest, even if the loan is currently performing. 
+9 
+Table of Contents 
+The following table sets forth certain information regarding our nonaccrual loans, accruing loans 90 days or more past-due, and other real estate owned.  
+December 31, 
+2024 
+2023 
+(Dollars in thousands) 
+Commercial real estate 
+$ 
+26,101 
+$ 
+4,485 
+Commercial and industrial 
+627 
+2,116 
+Construction 
+—  
+—  
+Residential first-lien mortgage 
+113 
+107 
+Home equity/consumer 
+—  
+—  
+Total nonaccrual loans 
+26,841 
+6,708 
+Accruing loans 90 days or more past due 
+—  
+—  
+Total nonperforming loans 
+26,841 
+6,708 
+Other real estate owned 
+295 
+—  
+Total nonperforming assets 
+$ 
+27,136 
+$ 
+6,708 
+See Note 5 - “Loans Receivable” in the Notes to Consolidated Financial Statements within this Form 10-K for additional information regarding our loans not classified as nonperforming assets as of December 31, 2024 and for other information on our loan ratings of special mention, substandard and doubtful, all of which contain varying degrees of potential credit problems that could result in the loans being classified as nonaccrual, past-due 90 or more days or modifications to borrowers with financial difficulty in a future period. 
+Analysis of Allowance for Credit Losses. On January 1, 2023, the Company adopted Accounting Standard Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL” or “ASC 326”) , which requires the recognition of the allowance for credit losses be estimated using the CECL methodology. The measurement of expected credit losses under CECL methodology is applicable to financial measured assets at amortized cost, including loan receivables. Available-for-sale (“AFS”) debt securities are included and require credit losses to be presented as an allowance rather than as a write-down. It also applies to off-balance sheet credit exposure, such as unfunded loan commitments, standby letters of credit and other similar instruments. 
+The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. The Company recorded a net decrease of $284 thousand to retained earnings as of January 1, 2023 for the cumulative effect of adopting ASC 326, which included a net deferred asset of $110 thousand. The transition adjustment includes a $301 thousand decrease to the allowance for credit losses and the increase of $695 thousand in the allowance of credit losses on off-balance sheet credit-exposures. 
+The credit loss estimation process involves procedures to appropriately consider the unique characteristics of loan portfolio segments, which consist of commercial real estate loans, construction loans, commercial and industrial loans, residential loans and HELOC/consumer loans. These segments are further disaggregated into loan classes, the level at which credit risk is monitored. For each of these segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical data. The quantitative component of the ACL on loans is model-based and utilizes a forward-looking macroeconomic forecast. The Company uses a discounted cash flow method, incorporating probability of default and loss given default forecasted based on statistically derived economic variable loss drivers, to estimate expected credit losses. This process includes estimates which involve modeling loss projections attributed to existing loan balances, and 
+10 
+Table of Contents 
+considering historical experience, current conditions, and future expectations for segments of loans over a reasonable and supportable forecast period. The historical information used is that experienced by the Company or by a selection of peer banks, when appropriate. 
+Commercial real estate – Loans in this segment include owner-occupied commercial real estate, non-owner-occupied commercial real estate and multi-family dwellings within the Company’s market area. The underlying cash flows generated by the properties or operations can be adversely impacted by a downturn in the economy due to increased vacancy rates or diminished cash flows, which in turn, would have an effect on the credit quality in this segment. Management obtains financial information annually and monitors the cash flow of these loans. 
+Construction – Loans in this segment include primarily construction of condominium projects or single-family homes and subdivisions. Exposure to loans in this segment can come from construction delays, slow unit sales and insufficient interest reserves. The Company often requires personal and corporate guarantees as additional security on the loan. Management relies on progress reports and third-party experts prior to the release of additional funds. 
+Commercial and industrial loans – Loans in this segment are primarily for commercial business assets and/or purposes, which usually carry a personal guarantee from the business owners. Repayment is expected from the cash flow of the business. A weakened economy, and resultant decrease in consumer spending, will have an effect on quality in this segment. 
+Residential real estate loans – This portfolio segment consists of first lien secured by one-to-four family residential properties. The overall health of the economy, including unemployment rates and housing pricing, will have an effect on the credit quality in this segment. 
+Consumer/HELOC loans – Loans in this segment are substantially secured and repayment is dependent on the credit quality of the individual borrower and include junior-lien mortgages. 
+Credits with Similar Risk Characteristics. 
+The Company is using DCF in estimating the component of the allowance for credit losses for loans that share similar risk characteristics with other loans, such loans are segregated into loan segments. The model calculates an expected loss percentage for each segment by considering the probability of default, using life-of-loan analysis periods for all segments, and the historical severity of loss, based on the aggregate net lifetime losses incurred per loan segment. The default and severity factors used to calculate the allowance for credit losses for loans that share similar risk characteristics with other loans are adjusted for differences between historical period used to calculate historical severity of loss, based on the aggregate net lifetime losses incurred per loan segment. The default and severity factors used calculate the allowance for credit losses for loans that share similar risk characteristics with other loans adjusted for differences between the historical loss and severity rates and expected conditions over the remaining lives of the loans in the portfolio related to: a) lending policy and procedures; b) economic conditions; c) volume of the loan portfolio; d) experience and depth of lending management; e) level of delinquencies; f) quality of our loan review system; g) the value of underlying collateral for collateralized loans and h) level of concentration of a particular segment. 
+Individually Evaluated Financial Assets. 
+For a loan that does not share risk characteristics with other loans, expected credit loss is measured based on net realizable value. We generally consider these to be nonperforming loans. For these loans, we recognize expected credit loss equal to the amount by which the net realizable value of the loan is less than the amortized cost basis of the loan, except when the loan is collateral dependent, that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale of the collateral. In these cases, expected credit loss is measured as the difference between amortized cost basis and the loan and the fair value of the collateral less disposal costs (such as sales costs, transfer taxes and unpaid real estate taxes). 
+11 
+Table of Contents 
+Allowance for Credit Losses on Off-Balance Sheet Credit Exposures, Including Unfunded Loan Commitments. 
+The Company maintains a separate allowance for credit losses from off-balance-sheet credit exposures, including unfunded loan commitments, which are included in other liabilities on the consolidated statements of financial condition. Management estimates the amount of expected losses by calculating a commitment usage factor over the contractual period of exposure that are not unconditionally cancellable by the Company by applying the loss factors used in the ACL methodology to the result of the usage calculation to estimate the liability for credit losses related to unfunded commitments for each loan type. The allowance for credit losses on off-balance sheet credit exposures is adjusted as credit loss expense. 
+As of December 31, 2024, the allowance for credit losses on loans was $23.7 million as compared to $18.5 million as of December 31, 2023. The $5.2 million increase in the allowance for credit losses was attributed to a $2.3 million provision related to the Bank’s loan portfolio, $3.2 million associated with non-purchase credit deteriorated loans associated with loans acquired in the CFC acquisition, partially offset by $353 thousand of net-charge offs recorded during 2024. 
+At December 31, 2024, non-performing assets totaled $27.1 million, an increase of $20.4 million when compared to the amount at December 31, 2023. The increase was due to the delinquency of two commercial real estate loans totaling $25.4 million with collateral supporting each loan. The Company is a participant in these loans and is currently evaluating its options with the lead bank, including but not limited to placing the loans on the market for sale. 
+The following table presents a summary of our allowance for credit losses on loans and nonaccrual loans by total loans and a summary of net charge-offs by loan segments: 
+As of and for Year Ended 
+December 31, 
+2024 
+2023 
+(Dollars in thousands) 
+Allowance for credit losses to total loans outstanding: 
+1.30 
+% 
+1.19 
+% 
+Allowance for credit losses on loans 
+$ 
+23,657 
+$ 
+18,492 
+Total loans outstanding 
+$ 
+1,821,274 
+$ 
+1,550,133 
+Nonaccrual loans 
+$ 
+26,841 
+$ 
+6,708 
+Allowance for credit losses to nonaccrual loans 
+88.1 
+% 
+275.7 
+% 
+Nonaccrual loans to total loans outstanding 
+1.47 
+% 
+0.43 
+% 
+Net charge-offs (recoveries) during the period to average loans outstanding 
+Commercial real estate 
+0.01 
+% 
+0.17 
+% 
+Net charge-offs 
+$ 
+151 
+$ 
+1,659 
+Average amount outstanding 
+$ 
+1,252,464 
+$ 
+986,974 
+Commercial and industrial 
+0.39 
+% 
+0.00 
+% 
+Net charge-offs (recoveries) 
+$ 
+237 
+$ 
+(2 
+) 
+Average amount outstanding 
+$ 
+60,665 
+$ 
+42,850 
+Construction 
+-0.01 
+% 
+0.04 
+% 
+Net charge-offs (recoveries) 
+$ 
+(35 
+) 
+$ 
+148 
+Average amount outstanding 
+$ 
+289,851 
+$ 
+371,037 
+Residential first-lien 
+0.00 
+% 
+0.00 
+% 
+Net charge-offs 
+$ 
+—  
+$ 
+2 
+Average amount outstanding 
+$ 
+48,392 
+$ 
+40,831 
+Home equity/consumer 
+0.00 
+% 
+0.00 
+% 
+Net charge-offs 
+$ 
+—  
+$ 
+—  
+Average amount outstanding 
+$ 
+11,641 
+$ 
+7,812 
+Total loans 
+0.02 
+% 
+0.12 
+% 
+Net charge-offs 
+$ 
+353 
+$ 
+1,807 
+Average amount outstanding 
+$ 
+1,663,013 
+$ 
+1,449,504 
+12 
+Table of Contents 
+The following table presents the allocation of the allowance for credit losses by portfolio segment for the years presented. The allocation of a portion of the allowance for credit losses to one category of loans does not preclude its availability to absorb losses in other categories. 
+(Dollars in thousands) 
+2024 
+2023 
+Amount 
+Loan 
+Balance 
+as % of 
+Total Loans 
+Amount 
+Loan 
+Balance 
+as % of 
+Total Loans 
+Commercial real estate 
+$ 
+20,821 
+76.1 
+% 
+$ 
+16,047 
+73.7 
+% 
+Commercial and industrial 
+1,173 
+5.1 
+% 
+488 
+3.3 
+% 
+Construction 
+609 
+14.1 
+% 
+1,145 
+20.0 
+% 
+Residential first-lien mortgage 
+893 
+3.7 
+% 
+725 
+2.5 
+% 
+Home equity/consumer 
+161 
+1.0 
+% 
+87 
+0.5 
+% 
+Total loans 
+$ 
+23,657 
+100.0 
+% 
+$ 
+18,492 
+100.0 
+% 
+See Note 5 – “Loans Receivable” in the Notes to Consolidated Financial Statements within this Form 10-K for additional information regarding our allowance for credit losses. 
+Investment Securities (available-for-sale and held-to-maturity) 
+We hold securities that are available to fund increased loan demand or deposit withdrawals and other liquidity needs, and which provide an additional source of interest income. Securities are classified as held-to-maturity (“HTM”) or available-for-sale (“AFS”) at the time of purchase. Securities are classified as HTM if we have the ability and intent to hold them until maturity. HTM securities are carried at cost, adjusted for unamortized purchase premiums and discounts. Securities that are classified as AFS are carried at fair value with unrealized gains and losses, net of income taxes, reported as a component of equity within accumulated other comprehensive income (loss). 
+Securities available-for-sale, which are carried at fair value, increased $155.8 million, or 170.6%, to $247.2 million at December 31, 2024 from $91.4 million at December 31, 2023. The increase was primarily due to $179.5 million in purchases of available-for-sale securities during 2024, the addition of $13.9 million from the CFC acquisition, partially offset by an increase of $2.5 million attributed to the unrealized losses associated with the available-for-sale portfolio, principal repayments of $34.5 million and $300 thousand of maturities or calls. 
+13 
+Table of Contents 
+The following table summarizes the weighted-average yields based on maturity distribution schedule of the amortized cost of AFS debt securities at December 31, 2024. Interest income presented in this Form 10-K for tax-advantaged obligations of state and political subdivisions has not been adjusted to reflect fully taxable-equivalent interest income. Expected maturities may differ from contractual maturities because the securities may be called without any penalties. 
+One year or 
+less 
+After one 
+through five 
+years 
+After five 
+through ten 
+years 
+After ten 
+years 
+Total 
+(Dollars in thousands) 
+Mortgage-backed securities - U.S. Government Sponsored Enterprises (GSEs) 
+$ 
+14 
+$ 
+2,155 
+$ 
+893 
+$ 
+187,483 
+$ 
+190,545 
+U.S. government agencies 
+—  
+966 
+6,704 
+2,529 
+10,199 
+Obligations of state and political subdivisions 
+1,408 
+5,831 
+28,728 
+3,763 
+39,730 
+Small business association (SBA) securities 
+—  
+531 
+627 
+699 
+1,857 
+U.S. treasury securities 
+1,994 
+2,846 
+—  
+—  
+4,840 
+Total 
+$ 
+3,416 
+$ 
+12,329 
+$ 
+36,952 
+$ 
+194,474 
+$ 
+247,171 
+(Yield on securities) 
+Mortgage-backed securities - U.S. Government Sponsored Enterprises (GSEs) 
+3.56 
+% 
+4.56 
+% 
+2.52 
+% 
+5.09 
+% 
+5.07 
+% 
+U.S. government agencies 
+—  
+2.84 
+% 
+4.24 
+% 
+2.33 
+% 
+3.64 
+% 
+Obligations of state and political subdivisions 
+3.54 
+% 
+2.96 
+% 
+2.55 
+% 
+2.34 
+% 
+2.63 
+% 
+Small business association (SBA) securities 
+—  
+7.33 
+% 
+4.57 
+% 
+5.92 
+% 
+5.87 
+% 
+U.S. treasury securities 
+4.88 
+% 
+3.93 
+% 
+—  
+—  
+4.32 
+% 
+Total 
+4.32 
+% 
+3.64 
+% 
+2.89 
+% 
+5.00 
+% 
+4.61 
+% 
+At December 31, 2024, there were no security holdings of any one issuer in an amount greater than 10.0% of our total stockholders’ equity. See Note 4 – “Investment Securities” in the Notes to Consolidated Financial Statements within this Form 10-K for additional information regarding debt securities. 
+Cash and Due from Banks and Interest-earning Bank Balances 
+Cash and due from banks and interest-earning bank balances decreased from $34.5 million at December 31, 2023 to $33.6 million at December 31, 2024, a decrease of $888 thousand, or 2.6%. 
+Federal Funds Sold 
+Federal funds sold decreased from $116.0 million at December 31, 2023 to $83.7 million at December 31, 2024, a decrease of $32.3 million, or 27.9%. The decrease in federal funds sold was primarily due to increases in investment securities and in loans and partially offset by an increase in deposits. 
+Premises and Equipment 
+Premises and equipment, net increased $3.4 million from December 31, 2023 to December 31, 2024 resulting from $3.5 million in premises and equipment acquired in connection with the CFC acquisition, and $1.6 million in a combination of purchases of new equipment and improvements, partially offset by $1.7 million in depreciation and disposals. 
+Goodwill and Core Deposit Intangible 
+At December 31, 2024, the Company had $14.4 million of goodwill, an increase of $5.5 million when compared to December 31, 2023, related to the acquisition of CFC. At December 31, 2024 the Company had 
+14 
+Table of Contents 
+$3.6 million in core deposit intangible assets, an increase of $2.2 million when compared to December 31, 2023. The remaining balance is comprised of $2.6 million from the CFC acquisition, $900 thousand from the WSFS branch acquisition that occurred in May 2019, and $73 thousand from the Noah acquisition.  
+Operating Lease Right-of-Use Asset 
+Operating lease right-of-use asset decreased $1.5 million from $23.4 million at December 31, 2023 to $21.9 million at December 31, 2024 due to $1.3 million in leases acquired as part of the CFC acquisition, $1.8 million of new leases, offset by $4.6 million in amortization. 
+Equity Method Investments 
+The Company is a limited partner in a Small Business Investment Company (“SBIC”) and committed to contribute capital of $5.0 million to the partnership. At December 31, 2024, the SBIC had a book value of $3.3 million. The unfunded commitment to the partnership was $1.7 million at December 31, 2024. 
+The Company invested in a CRA eligible investment that acquires SBA loans within qualifying census tracts in which the Bank operates. The Company decides which loans are included in its investment. The Company had an outstanding commitment to fund up to $6.9 million and currently has $6.9 million funded. There is currently no unfunded commitment at December 31, 2024. 
+Accrued Interest Receivable and Other Assets 
+Accrued interest receivable increased $1.9 million from December 31, 2023 to December 31, 2024, primarily due to an increase in the outstanding principal balance of loans and investment securities at December 31, 2024. Deferred taxes increased $8.8 million from December 31, 2023 to December 31, 2024, primarily due to the CFC acquisition. Bank owned life insurance increased $13.3 million from December 31, 2023 to December 31, 2024, primarily due to $8.7 million acquired from CFC, $2.9 million in purchases and a $1.7 million increase in cash surrender value resulting from the increase in interest rates. Other assets increased $1.3 million from December 31, 2023 to December 31, 2024. 
+Deposits 
+Our deposit services are generally comprised of a traditional range of deposit products, including checking accounts, savings accounts, attorney trust accounts, money market accounts, and certificates of deposit. 
+We offer our customers access to ATMs and other services which increase customer convenience and encourage continued and additional banking relationships. 
+We endeavor to maintain competitive rates on deposit accounts, and actual rates are established at the time that they are offered, and subsequently, based on contractual terms, taking into consideration competitor offerings. Although from time to time we advertise in local newspapers, our primary source of deposit relationships is satisfied customers. We offer a range of direct deposit products ranging from social security and disability payments to direct deposit of payroll checks. 
+During normal business practices the Bank will utilize deposits originated by brokers to support the Bank’s funding needs. At December 31, 2024 the balance of brokered deposits was $44.6 million, a decrease of $42.6 million from the $87.2 million outstanding at December 31, 2023. 
+At December 31, 2024, there were no customers whose deposit balances individually exceeded 5% of total deposits. 
+15 
+Table of Contents 
+The following table presents the average balance of our deposit accounts and the average cost of funds for each category of our deposits, total uninsured deposits, and amount of uninsured portion of time deposits by maturity. 
+2024 
+2023 
+Average 
+Amount 
+Average 
+Rate 
+Paid 
+Average 
+Amount 
+Average 
+Rate 
+Paid 
+(Dollars in thousands) 
+Non-interest-bearing checking 
+$ 
+264,418 
+0.00 
+% 
+$ 
+248,233 
+0.00 
+% 
+Demand interest-bearing 
+258,462 
+1.91 
+% 
+250,312 
+1.46 
+% 
+Money market 
+421,934 
+3.79 
+% 
+311,478 
+3.07 
+% 
+Savings deposits 
+157,538 
+2.52 
+% 
+159,175 
+1.72 
+% 
+Time deposits 
+724,060 
+4.35 
+% 
+538,343 
+3.17 
+% 
+$ 
+1,826,412 
+3.09 
+% 
+$ 
+1,507,541 
+2.19 
+% 
+Amount 
+Amount 
+Uninsured deposits 
+$ 
+573,727 
+$ 
+427,384 
+The following table represents the uninsured time deposits by maturity. 
+As of December 31, 
+2024 
+2023 
+Uninsured time deposits maturity 
+(Dollars in thousands) 
+Three months or less 
+$ 
+18,756 
+$ 
+10,796 
+Over three through six months 
+28,202 
+22,609 
+Over six through twelve months 
+40,150 
+28,715 
+Over twelve months 
+2,553 
+6,678 
+Total uninsured time deposits 
+$ 
+89,661 
+$ 
+68,798 
+The uninsured portion of deposits is any balance that exceeds the FDIC insurance limit of $250,000.  
+See the liquidity discussion within Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations within this Form 10-K for more information regarding our available funds. 
+Total deposits increased from $1.64 billion at December 31, 2023 to $2.03 billion at December 31, 2024, an increase of $396.9 million, or 24.26%. Included in this increase was $282.8 million in deposits acquired from CFC. Non-interest-bearing deposits increased $51.7 million, or 20.7%, to $301.0 million at December 31, 2024. The Company acquired $67.6 million of non-interest-bearing deposits from CFC. Interest-bearing deposits increased $345.2 million, or 24.9%. Included in this increase was $215.2 million of interest-bearing deposits acquired from CFC. 
+Borrowings 
+The Company had no outstanding borrowings at December 31, 2024 or December 31, 2023. 
+Accrued Interest Payable, Lease Liabilities and Other Liabilities 
+Accrued interest payable increased $6.2 million from $9.2 million at December 31, 2023 to $15.4 million at December 31, 2024. The increase was primarily the result of the increase in interest rates offered on deposit accounts during 2024 as well as the increase in deposit balances due partially to the CFC acquisition. Lease liabilities increased $1.3 million, while other liabilities increased $123 thousand. 
+16 
+Table of Contents 
+Stockholders’ Equity 
+Total stockholders’ equity at December 31, 2024, increased $21.8 million or 9.09% when compared to December 31, 2023. The increase was primarily due to the $21.6 million increase in paid-in capital which is primarily associated with the issuance of $20.0 million of common stock related to the acquisition of CFC, and an increase in retained earnings of $2.5 million, which consisted of $10.2 million in net income, partially offset by $7.7 million of cash dividends recorded during the period, which increases were partially offset by an increase in accumulated other comprehensive loss of $1.4 million. The ratio of equity to total assets at December 31, 2024 and at December 31, 2023 was 11.2% and 12.5%, respectively. The current period ratio decrease was primarily due to the CFC acquisition. 
+Other Services 
+To further attract and retain customer relationships, we provide a standard array of additional community banking services, which include the following: 
+Money orders 
+Direct deposit 
+Automated teller machines 
+Cashier’s checks 
+Safe deposit boxes 
+On-line banking 
+Wire transfers 
+Night depository 
+Remote deposit capture 
+Debit cards 
+Bank-by-mail 
+Automated telephone banking 
+We also offer, on a limited basis, payroll-related services and credit card and merchant credit card processing through third parties whereby we do not undertake credit or fraud risk. 
+Internet Banking 
+We advertise but do not actively solicit new deposits or loans through our website. We utilize a qualified and experienced internet service provider to furnish the following types of customer account services: 
+Full on-line statements 
+Transaction histories 
+On-line bill payment 
+Transaction details 
+Account inquiries 
+Account-to-account transfers 
+Mobile banking 
+Fee Income 
+Fee income is a component of our non-interest income. By charging non-customers fees for using our ATMs and charging customers for banking services such as money orders, cashier’s checks, wire transfers and check orders, as well as other deposit and loan-related fees, we earn fee income. Prudent fee income opportunities are sought to supplement net interest income but may be limited by our efforts to remain competitive and by regulatory constraints. 
+Staffing 
+As of December 31, 2024, we had approximately 247 full-time equivalent employees. 
+Supervision and Regulation 
+General. We are extensively regulated under both federal and state law. These laws restrict permissible activities and investments and require compliance with various consumer protection provisions applicable to lending, deposit, brokerage and fiduciary activities. They also impose capital adequacy requirements and conditions to our ability to repurchase stock or to pay dividends. The Company is a registered bank holding company and, as such is subject to the provisions of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to supervision and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Bank is also subject to the supervision and examination by the FDIC, as their primary 
+17 
+Table of Contents 
+federal regulator and as the insurer of the Banks’ deposits. The Bank is also regulated and examined by the New Jersey Department of Banking and Insurance (the “Department”). These regulators have broad discretion to impose restrictions and limitations on our operations. This supervisory framework could materially impact the conduct and profitability of our activities. 
+To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. Proposals to change the laws and regulations governing the banking industry are frequently raised at both the state and federal levels. The likelihood and timing of any changes in these laws and regulations, and the impact such changes may have on us, is difficult to ascertain. Changes in applicable laws and regulations, or in the manner such laws or regulations are interpreted by regulatory agencies or courts, may have a material effect on our business, financial condition and results of operations. 
+We are subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types, amount and terms and conditions of loans that may be originated, and limits on the type of other activities in which we may engage and the investments we may make. Banking regulations permit us to engage in certain additional activities, such as insurance sales and securities underwriting, through the formation of a “financial subsidiary.” In order to be eligible to establish or acquire a financial subsidiary, we must be “well capitalized” and “well managed” and may not have less than a “satisfactory” CRA rating. At this time, we do not engage in any activity which would require us to maintain a financial subsidiary. We are also subject to federal laws that limit the amount of transactions between us and any nonbank affiliates. Under these provisions, transactions, such as a loan or investment, by us with any nonbank affiliate are generally limited to 10% of our capital and surplus for all covered transactions with such affiliate or 20% percent of capital and surplus for all covered transactions with all affiliates. Any extensions of credit, with limited exceptions, must be secured by eligible collateral in specified amounts. We are also prohibited from purchasing any “low quality” assets from an affiliate. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) significantly expands the coverage and scope of the limitations on affiliate transactions within a banking organization. 
+Holding Company. The Federal Reserve has issued regulations under the BHCA that require a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. As a result, the Federal Reserve, pursuant to such regulations, may require the Company to stand ready to use its resources to provide adequate capital funds to the Bank during periods of financial stress or adversity. The BHCA requires the Company to secure the prior approval of the Federal Reserve before it can acquire all or substantially all of the assets of any bank or acquire ownership or control of 5% or more of any voting shares of any bank. Such a transaction would also require approval of the Department. 
+A bank holding company is prohibited under the BHCA from engaging in, or acquiring direct or indirect control of, more than 5% of the voting shares of any company engaged in non-banking activities unless the Federal Reserve, by order or regulation, has found such activities to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Under the BHCA, the Federal Reserve has the authority to require a bank holding company to terminate any activity or relinquish control of a non-bank subsidiary (other than a non-bank subsidiary of a bank) upon the Federal Reserve’s determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company. 
+As a public company with our securities listed for trading on the NASDAQ stock market, the Company is subject to the disclosure and regulatory requirements of the SEC, including under the Securities Act of 1933, as amended, and the Exchange Act, and the rules and listing standards of the NASDAQ stock market. 
+Pause on Major Federal Reserve Rulemakings. In January 2025, the Federal Reserve stated that Vice Chair for Supervision Michael Barr would step down from the position, effective, February 28, 2025. The 
+18 
+Table of Contents 
+Federal Reserve stated that it will not issue any major rulemakings from the time of the announcement until a new vice chair for supervision is confirmed by the U.S. Senate. 
+Monetary Policy. Our business, financial condition and results of operations are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The monetary policies of the Federal Reserve have a significant effect upon the operating results of commercial banks such as ours. The Federal Reserve has a major effect upon the levels of bank loans, investments and deposits through its open market operations in United States government securities transactions and through its regulation of, among other things, the discount rate on borrowings of member banks and the reserve requirements against member banks’ deposits. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies. 
+Deposit Insurance. The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC (“DIF”). No institution may pay a dividend if in default of the federal deposit insurance assessment. 
+The DIF has a designated reserve (target) ratio (“DRR”) of 2.00% of the estimated insured deposits. When the reserve ratio was 1.30 percent as of June 30, 2020, the FDIC adopted a restoration plan to ensure that the DIF reserve ratio reaches 1.35 percent within 8 years. However, increased loss provisions associated with the failures of Silicon Valley Bank, Signature Bank and First Republic Bank in 2023 that reduced the DIF balance coupled with strong growth in uninsured deposits, resulted in the reserve ratio declining to 1.10 percent as of June 30, 2023. The reserve ratio increased to 1.21 percent as of June 30, 2024. The Restoration Plan maintains the current schedule of assessment rates for all insured depository institutions. Dividends are required to be paid to the industry should the DRR exceed 1.50%, but grants the FDIC sole discretion in determining whether to suspend or limit the declaration or payment of dividends. The assessment base for insured depository institutions is the average consolidated total assets during an assessment period less average tangible equity capital during that assessment period. 
+The limit for federal deposit insurance is $250,000 and the cash limit of Securities Investor Protection Corporation protection is also $250,000. 
+The FDIC has authority to increase insurance assessments. A significant increase in insurance assessments would likely have an adverse effect on our operating expenses and results of operations. Management cannot predict what insurance assessment rates will be in the future. 
+Deposit insurance may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. 
+Dividend Restrictions. Under the New Jersey Banking Act of 1948, as amended (the “Banking Act”), a bank may declare and pay cash dividends only if, after payment of the dividend, the capital stock of the bank will be unimpaired and either the bank will have a surplus of not less than 50% of its capital stock or the payment of the dividend will not reduce the bank’s surplus. The FDIC prohibits payment of cash dividends if, as a result, the institution would be undercapitalized, or the institution is in default with respect to any assessment due to the FDIC. 
+Under Pennsylvania law, the Company may not pay a dividend, if, after giving effect thereto, it would be unable to pay its debts as they become due in the usual course of business and, after giving effect to the dividend, the total assets of the Company would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of shareholders whose rights are superior to those receiving the dividend. 
+It is also the policy of the Federal Reserve that a bank holding company generally may only pay dividends on common stock out of net income available to common shareholders over the past twelve months and only if 
+19 
+Table of Contents 
+the prospective rate of earnings retention appears consistent with a bank holding company’s capital needs, asset quality, and overall financial condition. A bank holding company also should not maintain a dividend level that places undue pressure on the capital of such institution’s subsidiaries, or that may undermine the bank holding company’s ability to serve as a source of strength for such subsidiaries. 
+Regulatory Capital Requirements . Federally insured, state-chartered non-member banks are required to maintain minimum levels of regulatory capital. Current FDIC capital standards require these institutions to satisfy a common equity Tier 1 capital requirement, a leverage capital requirement and a risk-based capital requirement. 
+The common equity Tier 1 capital component generally consists of retained earnings and common stock instruments and must equal at least 4.5% of risk-weighted assets. 
+Leverage capital, also known as “core” capital, must equal at least 3.0% of adjusted total assets for the most highly rated state-chartered non-member banks. Core capital generally consists of common stockholders’ equity (including retained earnings). An additional cushion of at least 100 basis points is required for all other banking associations, which effectively increases their minimum Tier 1 leverage ratio to 4.0% or more. Under the FDIC’s regulations, the most highly-rated banks are those that the FDIC determines are strong banking organizations and are rated composite 1 under the Uniform Financial Institutions Rating System. 
+Under the risk-based capital requirements, “total” capital (a combination of core and “supplementary” capital) must equal at least 8.0% of “risk-weighted” assets. The FDIC also is authorized to impose capital requirements in excess of these standards on individual institutions on a case-by-case basis. 
+Capital rules require a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets, which is in addition to the other minimum risk-based capital standards described above. Institutions that do not maintain this required capital buffer become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. At December 31, 2023, the Bank met all capital adequacy requirements on a fully phased-in basis. 
+In determining compliance with the risk-based capital requirement, a banking organization is allowed to include both core capital and supplementary capital in its total capital, provided that the amount of supplementary capital included does not exceed the bank’s core capital. Supplementary capital generally consists of general allowances for loan losses up to a maximum of 1.25% of risk-weighted assets, together with certain other items. In determining the required amount of risk-based capital, total assets, including certain off-balance sheet items, are multiplied by a risk-weight based on the risks inherent in the type of assets. At December 31, 2024, the Bank exceeded all its regulatory capital requirements. 
+Any banking organization that fails any of the capital requirements is subject to possible enforcement action by the FDIC. Such action could include a capital directive, a cease-and-desist order, civil money penalties, the establishment of restrictions on the institution’s operations, termination of federal deposit insurance and the appointment of a conservator or receiver. The FDIC’s capital regulations provide that such actions, through enforcement proceedings or otherwise, could require one or more of a variety of corrective actions. 
+The Company qualifies as a “small bank holding company” with respect to the application of consolidated capital requirements because it has less than $3 billion of consolidated assets. “Small bank holding companies” are not subject to the consolidated capital requirements unless otherwise directed by the Federal Reserve. 
+Prompt Corrective Action. In addition to the required minimum capital levels described above, federal law establishes a system of “prompt corrective actions” that federal banking agencies are required to take, or have discretion to take, based upon the capital category into which a federally-regulated depository institution falls. Regulations set forth detailed procedures and criteria for implementing prompt corrective action in the case of 
+20 
+Table of Contents 
+any institution which is not adequately capitalized. The following table shows the amount of capital associated with the different capital categories set forth in the prompt corrective action regulations. 
+Capital Category 
+Total 
+Risk-Based 
+Capital 
+Tier 1 
+Risk-Based 
+Capital 
+Common Equity 
+Tier 1 
+Capital 
+Tier 1 
+Leverage 
+Capital 
+Well capitalized 
+10% or more 
+8% or more 
+6.5% or more 
+5% or more 
+Adequately capitalized 
+8% or more 
+6% or more 
+4.5% or more 
+4% or more 
+Undercapitalized 
+Less than 8% 
+Less than 6% 
+Less than 4.5% 
+Less than 4% 
+Significantly undercapitalized 
+Less than 6% 
+Less than 4% 
+Less than 3% 
+Less than 3% 
+In addition, a banking organization is “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. Under specified circumstances, a federal banking agency may reclassify a well-capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category (except that the FDIC may not reclassify a significantly undercapitalized institution as critically undercapitalized). 
+A banking organization generally must file a written capital restoration plan which meets specified requirements within 45 days of the date that the institution receives notice or is deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. A federal banking agency must provide the institution with written notice of approval or disapproval within 60 days after receiving a capital restoration plan, subject to extensions by the agency. A banking organization which is required to submit a capital restoration plan must concurrently submit a performance guaranty by each company that controls the institution. In addition, undercapitalized organizations are subject to various regulatory restrictions, and the appropriate federal banking agency also may take any number of discretionary supervisory actions. At December 31, 2024, the Bank was not subject to any of the above mentioned restrictions. 
+Community Reinvestment Act. The Community Reinvestment Act (“CRA”) requires that banks meet the credit needs of all of their assessment area, as established for these purposes in accordance with applicable regulations based principally on the location of branch offices, including those of low-income areas and borrowers. The CRA also requires that the FDIC assess all financial institutions that it regulates to determine whether these institutions are meeting the credit needs of the community they serve. Under the CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to improve” or “unsatisfactory.” Our record in meeting the requirements of the CRA is made publicly available and is taken into consideration in connection with any applications with federal regulators to engage in certain activities, including approval of a branch or other deposit facility, mergers and acquisitions, office relocations, or expansions into non-banking activities. As of December 31, 2024, we maintained a “satisfactory” CRA rating. On October 24, 2023, the FDIC, the Federal Reserve, and the Office of the Comptroller of the Currency issued a final rule to strengthen and modernize the CRA regulations. The rule materially revises the current CRA framework, including the assessment areas in which a bank is evaluated to include activities associated with online and mobile banking, the tests used to evaluate the Bank in its assessment areas, new methods of calculating credit for lending, investment, and service activities, and additional data collection and reporting requirements. Under the final rule, banks with assets of at least $600 million as of December 31 in both of the prior two calendar years and less than $2 billion as of December 31 in either of the prior two calendar years will be an “intermediate bank.” The agencies will evaluate intermediate banks under the Retail Lending Test and either the current community development test, referred to in the final rule as the Intermediate Bank Community Development Test, or, at the bank’s option, the Community Development Financing Test. The rule was expected to take effect on April 1, 2024, with most of its provisions becoming applicable on January 1, 2026, and additional requirements becoming applicable on January 1, 2027. Several banking industry groups filed a lawsuit seeking to invalidate the CRA final rule, in which they argued that the federal banking agencies exceeded their statutory authority in adopting the CRA final rule. In March 2024, a federal judge granted an injunction to extend the CRA final rule’s effective date, originally set for 
+21 
+Table of Contents 
+April 1, 2024. The effective date will be extended each day the injunction remains in place, pending the resolution of the lawsuit. 
+Dodd-Frank Act. The Dodd-Frank Act became law on July 21, 2010. The Dodd-Frank Act implemented far-reaching changes across the financial regulatory landscape. Among other things, the Dodd-Frank Act created the Consumer Financial Protection Bureau (the “CFPB”), which is an independent bureau within the Federal Reserve System with broad authority to regulate the consumer finance industry, including regulated financial institutions such as us, as well as non-banks and others who are involved in the consumer finance industry. The CFPB has exclusive authority through formal rulemaking, as well as through the issuance of orders, policy statements, guidance and enforcement actions to administer and enforce federal consumer financial protection laws, to oversee non-federally regulated entities, to prevent practices that the CFPB deems unfair, deceptive or abusive. While the CFPB has these extensive powers to interpret, administer and enforce federal consumer financial protection laws, the Dodd-Frank Act provides that the FDIC continues to have examination and enforcement powers over us on matters otherwise falling within the CFPB’s jurisdiction because we have less than $10 billion in assets. The Dodd-Frank Act also gives state attorneys general the ability to enforce federal consumer protection laws. 
+Federal Home Loan Bank (“FHLB”) Membership. We are a member of the FHLB-NY. Each member of the FHLB-NY is required to maintain a minimum investment in capital stock of the FHLB-NY. The Board of Directors of the FHLB-NY can increase the minimum investment requirements in the event it has concluded that additional capital is required to allow it to meet its own regulatory capital requirements. Any increase in the minimum investment requirements outside of specified ranges requires the approval of the Federal Housing Finance Agency. Because the extent of any obligation to increase our investment in the FHLB-NY depends entirely upon the occurrence of a future event, potential payments to the FHLB-NY are not determinable. 
+Additionally, in the event that we fail, the right of the FHLB-NY to seek repayment of funds loaned to us will take priority over certain other creditors. 
+The Sarbanes-Oxley Act. As a public company, the Bank is subject to the Sarbanes-Oxley Act of 2002 which addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, our principal executive officer and principal financial officer are required to certify that our quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the SEC under the Sarbanes-Oxley Act require these officers to certify that they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal control over financial reporting; they have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or in other factors that could materially affect internal control over financial reporting. 
+Loans to One Borrower. New Jersey banking law limits the total loans and extensions of credit by a bank to one borrower at one time to 15% of the capital funds of the bank, or up to 25% of the capital funds of the bank if the additional 10% is fully secured by collateral having a market value (as determined by reliable and continuously available price quotations) at least equal to the amount of the loans and extensions of credit over the 15% limit. At December 31, 2024, the Bank’s lending limit to one borrower under regulatory guidelines was $40.6 million, but our Board of Directors has set an internal lending limit of approximately 75.0% of the legal lending limit or $30.5 million. 
+Concentration and Risk Guidance . The federal banking regulatory agencies promulgated joint interagency guidance regarding material direct and indirect asset and funding concentrations. The guidance defines a concentration as any of the following: (i) asset concentrations of 25% or more of Total Capital (loan related) or Tier 1 Capital (non-loan related) by individual borrower, small interrelated group of individuals, single repayment source or individual project; (ii) asset concentrations of 100% or more of Total Capital (loan related) 
+22 
+Table of Contents 
+or Tier 1 Capital (non-loan related) by industry, product line, type of collateral, or short-term obligations of one financial institution or affiliated group; (iii) funding concentrations from a single source representing 10% or more of Total Assets; or (iv) potentially volatile funding sources that when combined represent 25% or more of Total Assets (these sources may include brokered, large, high-rate, uninsured, internet-listing-service deposits, Federal funds purchased or other potentially volatile deposits or borrowings). If a concentration is present, management must employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, third party review and increasing capital requirements. The Bank adheres to the practices recommended in this guidance. 
+Restrictions on Transactions with Affiliates, Directors, and Officers. Under the Federal Reserve Act, the Bank may not lend funds or otherwise extend credit to its parent holding company or any other affiliate, except on specified types and amounts of collateral generally upon market terms and conditions. The Federal Reserve also has authority to define and limit the transactions between banks and their affiliates. The Federal Reserve’s Regulation W and relevant federal statutes and regulations, among other authorities, impose significant limitations on transactions in which the Bank may engage with us or with other affiliates, including per-affiliate and aggregate limits on affiliate transactions. 
+Federal Reserve Regulation O restricts loans to the Bank and its parent holding company’s insiders, which includes directors, certain officers, and principal shareholders and their respective related interests. All extensions of credit to the insiders and their related interests must be on the same terms as, and subject to the same loan underwriting requirements as, loans to persons who are not insiders. In addition, Regulation O imposes lending limits on loans to insiders and their related interests and imposes, in certain circumstances, requirements for prior approval of the loans by the Bank board of directors. 
+Changes in New Jersey Tax Laws. On September 29, 2020, New Jersey Governor Phil Murphy signed into law A.4721, extending through December 31, 2023, the 2.5% surtax imposed on Corporation Business Tax (CBT) filers with allocated taxable net income over $1 million. As originally enacted, the surtax rate was scheduled to decrease from 2.5% to 1.5% for privilege periods beginning on or after January 1, 2020 through December 31, 2021 and expire for privilege periods beginning on or after January 1, 2022. On June 28, 2024, New Jersey Gov. Phil Murphy signed legislation, A.B. 4704, which enacted a 2.5% surtax, termed the “Corporate Transit Fee,” on certain CBT taxpayers that have New Jersey allocated taxable net income over $10 million. The new surtax is in addition to the CBT and applies to privilege periods beginning on or after January, 1, 2024, through December, 31, 2028. 
+Cyber-security. Federal and state legislation and regulations contain extensive cybersecurity and data privacy provisions. Our regulatory agencies including the CFPB, FDIC, and Federal Reserve also have oversight over us with respect to cybersecurity and data privacy. We are subject to the rules and regulations promulgated under the authority of the CFPB and Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to cybersecurity and data privacy. In addition, effective April 1, 2022, the Federal Reserve and FDIC issued a rule that, among other things, requires a banking organization to notify its primary federal regulator as soon as possible and within 36 hours after identifying a “computer-security incident” that the banking organization believes in good faith could materially disrupt, degrade or impair its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the stability of the U.S. financial sector. 
+Federal regulators have issued two related statements regarding cyber-security. One statement indicates that financial institutions should design multiple layers of security controls to establish lines of defense and ensure their risk management processes also address the risk posed by compromised client credentials, including security measures to reliably authenticate clients accessing internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient 
+business continuity planning processes to ensure the rapid recovery, resumption, and maintenance of the 
+23 
+Table of Contents 
+institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. If we fail to observe the regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties. 
+In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive data. We employ a variety of preventative and detective controls and tools to monitor, block, and provide alerts regarding suspicious activity and to report on any suspected advanced persistent threats. We also offset cyber risk through internal training, testing of our employees, and we procure insurance to provide assistance on significant incidents and to offset potential liability. 
+We have not experienced a significant compromise, significant data loss, or any material financial losses related to cyber-security attacks. Risks and exposures related to cyber-security attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of third-party service providers, internet banking, mobile banking, and other technology-based products and services by us and our clients. 
+Compensation. The scope and content of compensation regulation in the financial industry are continuing to develop, and we expect that these regulations and resulting market practices will continue to evolve over a number of years. The federal bank regulatory agencies have issued joint guidance on executive compensation designed to ensure that the incentive compensation policies of banking organizations, such as the Company and the Bank, do not encourage imprudent risk taking and are consistent with the safety and soundness of the organization. The SEC has a rule that directs stock exchanges to require listed companies to implement clawback policies to recover incentive-based compensation from current or former executive officers in the event of certain financial restatements and requires companies to disclose their clawback policies and their actions under those policies. 
+Other Laws and Regulations. We are subject to a variety of laws and regulations which are not limited to banking organizations. For example, in lending to commercial and consumer borrowers, and in owning and operating our own property, we are subject to regulations and potential liabilities under state and federal environmental laws. 
+We are heavily regulated by regulatory agencies at the federal and state levels. As a result of events in the financial markets and the economy in recent years, we, like most of our competitors, have faced and expect to continue to face increased regulation and regulatory and political scrutiny, which creates significant uncertainty for us and the financial services industry in general. 
+Future Legislation and Regulation. Regulators have increased their focus on the regulation of the financial services industry in recent years. Proposals that could substantially intensify the regulation of the financial services industry have been and are expected to continue to be introduced in the U.S. Congress, in state legislatures and by applicable regulatory authorities. These proposals may change banking statutes and regulation and our operating environment in substantial and unpredictable ways. If enacted, these proposals could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. We cannot predict whether any of these proposals will be enacted and, if enacted, the effects that such laws or any implementing regulations would have on our business, financial condition and results of operations.

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raw/filings/0001915328/2024/0001410578-25-000601/item13.txt

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+​