Filed 2025-04-16 · Period ending 2024-12-31 · 55,832 words · SEC EDGAR
# Solidion Technology Inc. (STI) — 10-K **Filed:** 2025-04-16 **Period ending:** 2024-12-31 **Accession:** 0001213900-25-032301 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1881551/000121390025032301/) **Origin leaf:** b7cb51efeb907a15d46c9498fa2ae6d3bd4755891849fd441a4e5871ee381fd4 **Words:** 55,832 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM10-K** ** ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the fiscal year ended December 31, 2024** or ** TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the transition period from to** **Commission file number: 001-41323** **SOLIDION TECHNOLOGY, INC.** (Exact name of registrant as specified in its charter) | Delaware | | 87-1993879 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | 13355 Noel Rd, Suite 1100 Dallas, TX | | 75240 | | | (Address of principal executive offices) | | (Zip Code) | | **Registrants telephone number, including area code: (972) 918-5120** **Securities registered pursuant to Section12(b) of the Act:** | Title of each class | | Trading Symbol | | Name of each exchange on which registered | | | Common Stock, par value $0.0001 per share | | STI | | The Nasdaq Stock Market LLC | | Securities registered pursuant to Section12(g) of the Act: **None.** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | | | Emerging Growth Company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes No At June 30, 2024, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was $9,339,999. As of April 1, 2025, there were 135,845,569 shares of common stock of the Company issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrants definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2025, which definitive proxy statement shall be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, 2024. **EXPLANATORY NOTE** **** On February 2, 2024 (the Closing Date), Nubia Brand International Corp., a Delaware corporation (Nubia and after the Transactions described herein, the Combined Company or Solidion Technology, Inc.), consummated the previously announced business combination (the Closing) pursuant to a Merger Agreement (as amended on August 25, 2023, the Merger Agreement), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (HBC), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (Merger Sub). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the Merger, and the transactions contemplated by the Merger Agreement, the Transactions), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed Solidion Technology, Inc. upon Closing. Unless the context otherwise requires, the registrant and the Company refer to Nubia prior to the Closing and to the Combined Company and its subsidiaries following the Closing and HBC and Honeycomb refers toHoneycomb Battery Companyand its subsidiaries prior to the Closing and the business of the Combined Company and its subsidiaries following the Closing. The Companys common stock, par value $0.0001 per share (the Common Stock), is now listed on The Nasdaq Stock Market LLC (NASDAQ Global) under the symbol STI. The Companys Public Warrants to purchase Common Stock at an exercise price of $11.50 per share, previously listed under ticker NUBIW, were delisted from the Nasdaq and pending listing on The OTC Markets under the symbol STIWW. The audited financial statements for the fiscal year ended and as of December 31, 2023 included herein reflect the operations of HBC, as HBC is the accounting acquirer and predecessor. Until the Merger, Nubia neither engaged in any operations nor generated any revenue, and based on its business activities, Nubia was a shell company as defined under the Securities Exchange Act of 1934, as amended (the Exchange Act). **SOLIDION TECHNOLOGY, INC.** **ANNUAL REPORT ON FORM10-K** **FOR THE YEAR ENDED DECEMBER31, 2024** | | | Page | | | PART I | | 1 | | | Item 1. | Business | 1 | | | Item 1A. | Risk Factors | 9 | | | Item 1B. | Unresolved Staff Comments | 32 | | | Item 1C. | Cybersecurity | 32 | | | Item 2. | Properties | 32 | | | Item 3. | Legal Proceedings | 32 | | | Item 4. | Mine Safety Disclosures | 32 | | | | | | | | PART II | | 33 | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 33 | | | Item 6. | [RESERVED] | 33 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 33 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 38 | | | Item 8. | Financial Statements and Supplementary Data | 38 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 38 | | | Item 9A. | Controls and Procedures | 38 | | | Item 9B. | Other Information | 39 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 39 | | | | | | | | PART III | | 40 | | | Item 10. | Directors, Executive Officers and Corporate Governance | 40 | | | Item 11. | Executive Compensation | 40 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 40 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 40 | | | Item 14. | Principal Accounting Fees and Services | 40 | | | | | | | | PART IV | | 41 | | | Item 15. | Exhibits, Financial Statement Schedules | 41 | | | Item 16. | Form 10-K Summary | 43 | | i **** **FORWARD LOOKING STATEMENTS** This Annual Report on Form10-K contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, or the Securities Act, and Section21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our managements expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipates, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our: | | our financial and business performance, including financial and business metrics; | | | | changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; | | | | our ability to develop a high-volume manufacturing line and otherwise scale in a cost-effective manner; | | | | our ability to add manufacturing capacity and the costs and timing to add such capacity; | | | | the expected addressable market for our products; | | | | developments relating to our competitors and industry; | | | | our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; | | | | our future capital requirements and sources and uses of cash; | | | | our ability to obtain funding for our operations; | | | | our business, expansion plans and opportunities; and | | | | the outcome of any known and unknown litigation and regulatory proceedings. | | The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading Risk Factors. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: | | our ability to execute our business model, including scaling production and increasing the addressable market for our products and services; | | | | our ability to raise capital; | | | | the outcome of any legal proceedings that may be instituted against us; | | | | the ability to maintain the listing of our securities on the Nasdaq; | | | | the possibility that we may be adversely affected by other economic, business or competitive factors, including supply chain interruptions, and may not be able to manage other risks and uncertainties; | | | | changes in applicable laws or regulations; | | | | the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and | | | | other risks and uncertainties described in this Annual Report on Form 10-K, including risk factors discussed in Part I, Item 1A under the Heading, Risk Factors. | | ii **PART I** **ITEM 1. BUSINESS** *In this Annual Report on Form10-K (the Form10-K), references to the Company and to Solidion we, us, and our refer to Solidion Technology, Inc.* **Corporate History and Background** **** We were originally incorporated in Delaware on June 14, 2021 under the name Nubia Brand International Corp. as a special purpose acquisition company, formed for the purpose of effecting an initial business combination with one or more target businesses. On March 14, 2022 (the IPO Closing Date), we consummated our initial public offering (the IPO). On February 2, 2024, we consummated the previously announced business combination (the Closing) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the Merger Agreement), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (HBC), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (Merger Sub). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the Merger, and the transactions contemplated by the Merger Agreement, the Transactions), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed Solidion Technology, Inc. upon Closing and we became the owner, directly or indirectly, of all of the equity interests of Honeycomb Battery Company and its subsidiaries. **Overview** Solidion Technology, Inc. is an advanced battery technology company focused on the development and commercialization of next-generation battery materials, components, and energy storage solutions. Headquartered in Dallas, Texas, with research and development (R&D) and manufacturing operations in Dayton, Ohio, Solidion is dedicated to transforming the energy storage landscape by addressing key limitations in current lithium-ion and emerging battery technologies. The Company specializes in high-performance silicon-rich anode materials, solid-state battery technology, and fire-retardant electrolytes, aiming to enhance the energy density, safety, and cost-effectiveness of lithium-ion batteries. Solidions proprietary innovations include graphene-enabled batteries, elastomer-protected electrodes, quasi-solid and solid-state electrolytes, and biochar-derived anode materials, providing sustainable and scalable solutions for the electric vehicle (EV), energy storage system (ESS), and consumer electronics markets. Solidion holds an extensive intellectual property (IP) portfolio with over 525 active patents (pending and granted) globally, positioning the Company as a leader in silicon anode and solid-state battery technology. Its innovative silane-free production processes for silicon-based anode materials allow for lower manufacturing costs and improved scalability. Additionally, its fire-retardant and polymer-based electrolytes enable safer, high-energy-density batteries compatible with existing lithium-ion cell production infrastructure. A key milestone in Solidions technological advancements is the successful development of a high-energy cylindrical cell, which achieves an exceptional energy density of 305 Wh/kg, significantly higher than conventional lithium-ion batteries, which typically range between 240-260 Wh/kg. This innovation not only enhances the range and performance of EVs but also underscores Solidions ability to deliver cutting-edge solutions for high-energy and high-power applications. The Company has established strategic partnerships with leading industry players, including Giga Solar Materials Corp. and Bluestar Materials Company, to advance the production and commercialization of silicon oxide (SiOx) anode materials in the U.S. These collaborations, along with Solidions ongoing engagement with EV original equipment manufacturers (OEMs) and toll-manufacturing partners, position the Company to accelerate the adoption of its next-generation battery solutions. On November 14, 2024, we adopted a strategic Bitcoin allocation policy for our Corporate Treasury. As part of this strategy, Solidion is committed to leveraging Bitcoin as a long-term store of value. The Company will allocate excess cash from operations toward Bitcoin purchases, subject to board approval. Additionally, interest earnings from cash held in money market accounts will be converted into Bitcoin. The Company also plans to allocate a portion of future capital raises to Bitcoin acquisitions, demonstrating a sustained commitment to integrating Bitcoin into its financial strategy. For fiscal year 2024, the Company did not identify excess cash from operations for Bitcoin purchases. Additionally, $13,806 generated in interest income earnings during fiscal year 2024 have been designated for Bitcoin purchases in fiscal year 2025 as part of the ongoing treasury strategy. The Company did not conduct any capital raise activities between the date of its announcement and the end of the reporting period and, as a result, did not allocate any proceeds toward Bitcoin purchases. Looking ahead, during fiscal year 2025, Solidion anticipates capital raises that will include allocation of a portion of proceeds to Bitcoin acquisitions. Solidion is committed to advancing battery technology through continuous R&D efforts, expanding manufacturing capabilities, and optimizing supply chain sustainability. By integrating cutting-edge materials and scalable production methods, Solidion aims to deliver high-performance, cost-effective, and environmentally sustainable battery solutions that address the increasing demand for electrified mobility and renewable energy storage. **** **Limitations of Current Battery Technology** **Li-Ion Batteries** Lithium-ion batteries (LIBs) are pivotal in climate change mitigation as they play a key role in electrifying the transport sector and enabling the integration of renewables. They are widely used in portable electronics and electric vehicles due to their high potential for providing efficient energy storage and environmental sustainability. NMC (nickel-manganese-cobalt oxides) and LFP (lithium iron phosphate) are common LIB cathode chemistries for electric vehicle applications. Graphite is typically used as the battery anode material (BAM). 1 Despite their importance, current LIB technology has limitations: | | Anode Energy Density The use of graphite anodes restricts the batterys capacity because graphite has a low theoretical gravimetric capacity of just 372 mAh g1. Silicon (Si) is being explored as an alternative anode material because it has a higher theoretical specific capacity of 4,200 mAh g1. However, silicon anodes have issues including volume expansion during lithium insertion and extraction, unstable solid electrolyte interface (SEI) formation, low electrical conductivity, and poor lithium-ion diffusivity. | | | | CO2 Emissions During Production of Synthetic Graphite Anode Materials The carbon footprint is often underestimated due to a lack of industrial data and the use of non-representative process routes in modeling. A more accurate life cycle inventory reveals a substantially higher carbon footprint (CF) value of 42.2 t CO2eq./t of SG BAM, which is 2 to 10 times greater than previously reported values. The graphitization process, which accounts for 46% of the total CF due to high electricity consumption, and the use of graphite crucibles, responsible for 28% of the CF, contribute most to the carbon footprint. | | | | Electrolyte Safety Issues Lithium-ion batteries are susceptible to thermal runaway if abusive conditions destabilize the electrochemical system. If certain abusive conditions break the stability boundaries of the electrochemical system, an LIB is more susceptible to thermal runaway (TR), leading to fire accidents. Traditional liquid organic carbonate-based electrolytes are flammable and can be highly combustible or even explosive when exposed to air. Lithium plating can occur in the anode, caused by electrical and thermal abuse, which can lead to dendrite formation and short circuits. In contrast, various types of solid-state electrolytes, comprising less or no volatile chemical species, are being developed for both lithium-ion and lithium-metal battery types. Further, solid-state electrolytes, when used as a separator, could significantly reduce or eliminate the lithium dendrite issues. However, solid-state electrolytes bring along other types of challenges to a battery designer, including a higher internal impedance (hence, lower power), lower anode or cathode active material proportion (hence, lower-than-expected energy density), and a higher manufacturing cost. The latter challenge is largely a result of the need to develop a new process and new equipment for producing the solid-state separator and for assembling the required components into a battery cell. | | **** **Our Technology** **** | | Graphene or elastomer enhanced silicon and SiOx | | Solidion is leading the development of low-cost, high-performance silicon-rich (Si-rich) anode materials, pioneering multiple approaches to enhance the efficiency, scalability, and sustainability of next-generation lithium-ion batteries. One of Solidions most transformative innovations is its elastomer protection technology, which utilizes a flexible polymer to encapsulate silicon particles and protect the entire electrode. This design effectively addresses the mechanical stresses caused by silicon expansion during charge-discharge cycles, significantly improving battery longevity and stability. Unlike common silicon anode production methods that rely on silane gas and chemical vapor deposition (CVD) processes, Solidions approach is silane-free and CVD-free, utilizing low-cost metallurgical-grade or reclaimed silicon as a feedstock. This cost-effective and environmentally friendly method makes silicon anode technology more viable for mass adoption of suitable applications. Solidion has also pioneered a method to produce high-capacity silicon anodes via CVD but without the use of toxic and explosive silane gas, thereby enhancing both the safety and sustainability of battery manufacturing. This breakthrough is part of Solidions extensive intellectual property portfolio, which encompasses over 525 active patents. By eliminating the need for silane gas in silicon anode production, the overall cost is expected to decrease, making the product more competitive, market-friendly, and potentially preventing the painful silane supply chain issue. These advancements are set to benefit a wide range of applications, including energy storage systems and electric vehicles across land, air, and sea. Beyond silicon anode innovation, Solidion is also advancing its graphene technology platform to enhance the electrical conductivity of Si-based anode materials. Integrating graphene into Si/C composite anodes has demonstrated a 17% increase in electrical conductivity, addressing the common challenge of poor power capability in Si/C or SiOx anode materials. This enhancement is achieved with minimal additional cost, making it a practical and scalable solution for improving battery performance. | | Biochar-based anode to reduce CO2 emissions | | Solidion is pioneering the introduction of biochar-derived anode materials to the battery industry, offering a sustainable solution to reduce CO emissions while enhancing the battery industry value chain. Unlike conventional graphite anodes, which rely on petroleum coke and contribute significantly to carbon emissions, biochar provides an eco-friendly alternative. By utilizing biochar as a feedstock, atmospheric CO can be partially offset, establishing a closed-loop carbon cycle. Additionally, CO emissions per unit weight of product are projected to be 30% lower compared to petroleum-derived graphite. Solidion has successfully demonstrated a 200 mAh battery cell incorporating an NMC cathode and biochar-derived anode materials, achieving approximately 1,000 cycles at a 0.3C charge/discharge rate. While further optimization is required to enhance electrochemical performance and scalability, biochar-based anodes represent a low-carbon solution for next-generation lithium-ion batteries, accelerating the transition toward more sustainable energy storage technologies. 2 | | Electrolytes (flame-retardant polymer or hybrid electrolytes for solid-state batteries) | | Solidion has developed a range of fire-retardant, quasi-solid, and hybrid solid electrolytes designed for scalability and compatibility with existing lithium-ion battery manufacturing processes and facilities. Our solvent-in-salt and solvent-in-polymer electrolytes address the common limitations of conventional fire-retardant formulations, such as high viscosity, poor wettability, and low ionic conductivity, which can hinder electrode infiltration, increase internal resistance, and reduce power capability. Compatibility issues with electrodes and separators, along with narrow electrochemical stability windows, have traditionally limited the adoption of fire-retardant electrolytes in high-voltage lithium-ion batteries. Solidions FireShield electrolytes overcome these challenges with a process-friendly formulation that enables manufacturers to integrate solid-state or quasi-solid electrolyte-based lithium batteries without requiring significant changes to existing production lines. Unlike conventional fire-retardant electrolytes, which typically have a viscosity exceeding 47 mPas, Solidions formulations achieve approximately 3.7 mPas, an order of magnitude lower, ensuring efficient electrode wetting. Additionally, while traditional fire-retardant electrolytes exhibit ionic conductivity as low as 0.63 mS/cm, Solidions electrolytes demonstrate 1.741.98 mS/cm, significantly enhancing charge transport and overall battery performance. These electrolytes have been successfully tested in 100 mAh pouch cells utilizing NMC811 cathodes and SiOx/graphite anodes, delivering 800900 cycles, proving their compatibility and long-term stability. Additionally, Solidion has developed small prototype cells with quasi-solid electrolytes, derived from our fire-retardant formulations. These prototype cells demonstrate rate capabilities comparable to conventional carbonate-based electrolytes, while offering superior safety performance, significantly reducing thermal runaway risks. Solidions next-generation battery technology is poised to deliver higher capacity, longer cycle life, enhanced safety, and fast-charging capabilityall while minimizing costs. With graphene- and elastomer-protected lithium-metal anodes, Solidion is driving the transition toward a quasi-solid and solid-state battery industry, solidifying its leadership in safer, more efficient, and scalable energy storage solutions. **Our Competitive Strengths** **Differentiated Battery Technology** Solidion stands apart in next-generation battery technology by offering silicon anodes, biochar-based anodes, and innovative electrolytes that deliver higher energy density, lower costs, and greater sustainability than conventional solutions. Unlike most silicon anode manufacturers that rely on silane gas and chemical vapor deposition (CVD), Solidion has developed silane-free, CVD-free production methods using low-cost metallurgical-grade or reclaimed silicon, reducing both manufacturing costs and supply chain dependency. Our elastomer protection technology is a breakthrough in mitigating negative effects resulted from silicon expansiona challenge that has hindered widespread adoption of silicon anodes. Solidion has also pioneered a silane-free CVD process to produce Si/C at a lower cost per our projection. Additionally, our graphene-enhanced Si-based anodes provide a 17% increase in electrical conductivity, a key differentiator that improves power output with minimal cost, addressing a common limitation in Si/C and SiOx composite anodes used by other manufacturers. Beyond silicon anodes, Solidion is among the few companies pioneering biochar-derived anodes, providing a 30% lower CO footprint compared to petroleum-based graphite, aligning with the industrys push for low-carbon battery materials. While competitors focus on graphite from fossil-fuel sources, Solidions biochar-based approach establishes a closed-loop carbon cycle, reducing environmental impact while maintaining high electrochemical performance. Our 200 mAh prototype cell, integrating biochar anodes and an NMC cathode, has achieved 1,000 cycles at 0.3C, demonstrating its viability as a scalable, sustainable alternative to conventional anodes. In battery safety and manufacturability, Solidion differentiates itself with its FireShield electrolyte technology, including solvent-in-salt and solvent-in-polymer electrolytes, designed for seamless integration into existing lithium-ion battery manufacturing lines. While many competitors require entirely new processes and equipment for solid-state battery production, Solidions electrolytes enable a cost-effective transition to quasi-solid and solid-state batteries without major infrastructure changes. Additionally, our graphene- and elastomer-protected lithium-metal anode technology is a key enabler for the widespread commercialization of lithium-metal batteries, offering both higher energy density and improved cycle life. By integrating breakthrough materials with scalable, production-friendly solutions, Solidion is setting a new industry standard, driving the battery sector toward safer, longer-lasting, and more environmentally responsible energy storage technologies. **Strong intellectual property and expertise in silicon, graphite, and safe electrolyte domains** Solidion Technology boasts a robust IP portfolio of over 525 active patents, crucial for next-generation EV batteries. As a pioneer in disruptive battery innovations, including graphene-enabled, polymer-protected, and solid-state technologies, Solidion holds over 100 key U.S. patents for enhanced silicon materials, 35+ for fire-resistant electrolytes, and 70+ for advanced solid-state and lithium metal batteries. This IP enables cutting-edge solutions like high-performance silicon anodes, cobalt-free cathodes, and protected lithium metal anodes. Solidion Technology has a robust and expansive intellectual property (IP) portfolio, comprising over 525 active and high-value patents, many of which are central to the next generation of electric vehicle (EV) battery technologies. The Company is a pioneer in disruptive battery innovations, including graphene-enabled batteries, elastic polymer-protected batteries, quasi-solid and solid-state electrolytes, as well as advanced hybrid electrolytes. Solidions portfolio includes over 100 key U.S. patents related to graphene- and polymer-enhanced silicon-based materials, more than 35 patents for fire-resistant electrolytes, and over 70 patents focused on next-generation solid-state and lithium metal battery technologies. This vast IP foundation provides the EV industry with cutting-edge solutions, such as silicon-rich anodes with superior performance-to-cost ratios, cobalt-free sulfur cathodes, process-friendly solid-state electrolytes, and protected lithium metal anodes. Additionally, Solidions innovations extend to advanced current collectors that enhance battery cycle life and performance under extreme conditions. With patent expirations ranging from 2028 to 2040, Solidions IP offers a long-term competitive advantage, with most of the patents owned outright by the Company, ensuring strategic flexibility and ongoing leadership in the battery technology sector. 3 **Strategic Partnerships**In November 2024, Solidion entered into strategic partnership with Taiwan-based Giga Solar Materials Corp. and Bluestar Materials Company, marking a significant step toward the advancement of SiOx anode materials production in the United States. This collaboration aims to develop high-quality SiOx anode solutions for lithium-ion batteries. With Bluestars design expertise, Giga Solars manufacturing experience, and Solidions cutting-edge technologies, the partnership is set to strengthen North Americas lithium battery materials supply chain, meeting the increasing demand for electric vehicle (EV) batteries and energy storage systems. The alliance leverages Solidions expansive patent portfolio and R&D capabilities to optimize SiOx anode production, which offers a fivefold increase in specific capacity over traditional graphite. This innovation is key to enhancing battery energy density, thus improving EV range and durability. Solidion and Giga Solar, with a combined 100 Metric Tons per Annum (MTA) capacity in Taiwan, are exploring U.S.-based manufacturing opportunities to further their market share in the rapidly expanding EV and energy storage sectors. **Our Products** **** **Anode Materials**Our product portfolio includes graphite-based anode materials, distinguished by our commitment to utilizing raw materials from sustainable sources. As part of our efforts to contribute to the goal of net-zero greenhouse gas emissions by 2050, we are scrutinizing our entire supply chain to identify opportunities for reducing environmental impacts. Graphite, a critical component in rechargeable batteries due to its longevity and cost-efficiency, is traditionally derived from petroleum coke and pitch. Solidions innovative approach introduces biochar produced from waste biomass as an alternative feedstock. This sustainable process not only sequesters carbon but may also result in carbon-negative production. By leveraging biochar, Solidion aims to produce anode-grade graphite with exceptional performance. By the end of 2024, Solidions anode materials containing biochar-derived materials have achieved a capacity of over 340 mAh/g and comparable cycle life to conventional graphite anodes, marking a significant step towards more environmentally responsible battery manufacturing. Solidion has also developed a series of silicon and SiOx anode materials that enable a significantly higher energy density (for example, an expected 20-30% increase in the EV driving range) likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour (kWh) when production in scale occurs. The specific capacity of these products range from 1,300 to 2,800 mAh/g aiming to suit different applications including EV, energy storage stations, drones, and consumer electronics. **** **Battery Cells**To rigorously validate the performance of its innovative anode materials, Solidion is actively engaged in the development and testing of a diverse portfolio of battery cells. By the close of 2024, Solidion, in collaboration with strategic partners, has successfully constructed and evaluated over three distinct types of cylindrical cells, each featuring either our advanced silicon (Si) or graphite-based anodes. These cells showcase a wide range of capabilities, with capacities spanning from 4.6 to an impressive 5.5Ah. Notably, our high-energy 5.5Ah 21700 cylindrical cell represents a significant leap forward in battery technology. This cell not only achieves an exceptional energy density of 305 Wh/kg, surpassing the typical 240-260 Wh/kg offered by established Asian manufacturers in the same high-energy category, but also delivers superior power performance. It boasts a continuous charging and discharging capability exceeding 2C, a substantial improvement over the performance less than 1C typically seen in competitor products. This combination of high energy density and robust power handling makes our 5.5Ah cell ideally suited for applications demanding both sustained energy delivery and moderate to high power output, such as advanced electric vehicles and high-performance portable electronics. Furthermore, Solidion is actively developing cell variants tailored for applications requiring even higher power capabilities. These cells have already demonstrated impressive fast-charging capabilities, exceeding 3C, enabling rapid replenishment of energy and minimizing downtime. This focus on high-power cells underscores our commitment to addressing the diverse needs of the evolving energy storage market. Beyond anode advancements, Solidion is also pioneering the development of next-generation electrolytes. As previously mentioned, we have successfully formulated fire-retardant and quasi-solid electrolytes, demonstrating their performance through the construction of small prototype cells. These electrolytes represent a significant step towards enhancing battery safety, a critical consideration in todays demanding applications. Looking ahead, Solidion intends to scale up production of these electrolyte-based cells, manufacturing larger format cells in common practical sizes. This initiative will not only validate the performance of our advanced electrolytes in real-world scenarios but also pave the way for the development of safer and more reliable energy storage solutions. By integrating our innovative anode materials with these advanced electrolytes, Solidion is poised to deliver a new generation of high-performance, safe, and sustainable batteries. The development of larger cells with advanced electrolytes is scheduled to conclude in 2025. **** 4 **** **Our Growth Strategy** **** **Battery Development for Customers**Solidions core strategy revolves around the meticulous design and rigorous testing of advanced battery cells, tailored to meet the specific needs of our customers and the broader market. We are dedicated to developing a diverse array of cell types, encompassing both cylindrical and pouch formats, with varying dimensions to accommodate a wide range of applications. Our approach is deeply rooted in materials innovation, leveraging our proprietary silicon and graphite-based anodes, alongside our fire-retardant and quasi-solid electrolytes. This allows us to precisely engineer cell performance characteristics, focusing on achieving optimal energy density, power output, and safety. Each cell design undergoes exhaustive testing protocols, including cycle life analysis, rate capability assessments, and safety evaluations, to ensure it meets the highest standards of performance and reliability. We are committed to pushing the boundaries of battery technology, exploring novel electrode configurations and electrolyte formulations to unlock new levels of performance. Through close collaboration with our customers, we meticulously refine our designs, incorporating feedback and tailoring solutions to address unique application requirements. Whether a client seeks a high-energy cell for an extended runtime, a high-power cell for rapid discharge, or a cell with enhanced safety features, Solidions dedicated team of engineers and scientists is focused on delivering innovative and reliable battery solutions. **** **Leverage existing global toll manufacturing capacity to produce batteries** Solidions growth strategy is strategically designed to capitalize on existing global toll manufacturing capabilities, enabling us to efficiently and cost-effectively meet the burgeoning demand for our advanced battery cells. Recognizing the critical need to provide customers with sample cells in larger, application-relevant formats, we are leveraging partnerships with established manufacturing facilities worldwide, including those within the United States. While Solidions current infrastructure for cell fabrication focuses on research and development, these collaborative relationships allow us to rapidly scale production and deliver customized cell prototypes without significant capital expenditure. By partnering with experienced toll manufacturers, we gain access to established production lines, quality control systems, and logistical expertise, ensuring consistent product quality and timely delivery. This approach not only facilitates the efficient production of sample cells for customer evaluation but also provides a robust pathway for Solidion to explore and penetrate the broader battery cell market. As we receive customer orders, we will continue to collaborate with our global network of toll manufacturing partners, ensuring seamless and scalable production. This strategic approach allows us to embrace the inherent low-cost advantages of toll manufacturing at mass-production scales, optimizing our operational efficiency and enabling us to offer competitive pricing. Furthermore, this model allows Solidion to remain agile, adapting quickly to market fluctuations and customer demands without the constraints of owning and operating large-scale manufacturing facilities. By fostering strong relationships with our toll manufacturing partners, we are building a resilient and adaptable supply chain, positioning Solidion for sustained growth and success in the rapidly evolving battery industry. **** **Partnership Development and Expansion**Solidion remains committed to strengthening its strategic partnerships with Giga Solar and Bluestar to advance the development and commercialization of SiOx anode materials and innovative production processes. By leveraging the combined expertise and resources of these partnerships, Solidion aims to optimize manufacturing efficiency and accelerate market adoption. Additionally, the Company intends to collaborate closely with EV OEMs and toll-manufacturing partners to develop and scale the production of advanced battery materials and cells. The long-term objective is to integrate these next-generation energy storage solutions into EVs, drones, and other high-performance applications, supporting the broader transition to sustainable transportation and energy systems. **** 5 **** **Advancing Battery Technologies** Solidion is dedicated to advancing battery technologies to maintain its leadership in the dynamic energy storage sector. We understand that significant progress demands a comprehensive strategy, encompassing both material and cell-level innovations. Our persistent research efforts concentrate on refining and optimizing essential components, including anodes, cathodes, and electrolytes, to create integrated systems that achieve exceptional performance. We strive to seamlessly incorporate these advancements into battery cells designed to meet the diverse and evolving needs of our customers across various applications. Utilizing our extensive expertise, Solidion is committed to developing future products that not only feature cutting-edge technology but also emphasize manufacturability, ensuring efficient scalability and cost-effectiveness. To reinforce our position as a technological pioneer, we sustain a substantial investment in research and development, focusing on pivotal areas such as cell chemistry and architecture, next-generation battery materials, and advanced manufacturing techniques. This continuous investment enables us to expand and strengthen our intellectual property portfolio, securing our ability to deliver transformative battery solutions that address the energy storage demands of the future. **Expanding our end markets and applications** Solidions strategy for growth includes a deliberate expansion of our end markets and applications. While our core focus remains on strengthening our battery material production capabilities, we recognize the significant opportunity presented by the cell business. By leveraging our established partnerships with global toll manufacturers, we plan to integrate our advanced material products and technologies into a diverse range of battery cells, tailored to meet the specific requirements of various end users. This strategic move allows us to extend our reach beyond material supply and directly address the needs of growing markets. Our target applications include, but are not limited to, EV vehicles, where foreign manufacturers are seeking U.S. partnerships to mitigate potential tariffs, production of silicon-based alloys, where domestic sourcing requirements demand U.S. entity control, consumer electronics, where demand for high-performance, compact batteries is increasing, residential energy storage systems, which require reliable and long-lasting solutions, and the rapidly expanding drone market, where lightweight, high-energy-density cells are crucial. By diversifying our offerings and entering these dynamic sectors, Solidion aims to solidify its position as a comprehensive provider of innovative energy storage solutions. **** **Our Research and Development** **** Solidion is continuously advancing energy storage technologies, refining innovations for commercial applications while expanding research and development initiatives. Our focus is on enhancing key performance characteristics and broadening the applications of our battery technologies, including anode materials, electrolytes, and next-generation energy storage solutions beyond lithium-ion. Our ongoing R&D efforts include: **** **Advancing Material Structures and Manufacturing Processes:** We are refining biochar-based, silicon-based, and SiOx-based anode materials by optimizing their structure and composition. Efforts include surface modifications, such as graphene and elastomer coatings, and production process enhancements. A key focus is the development of a silane-free production process for Si/C materials, which has the potential to significantly reduce manufacturing costs. **** **Enhancing Battery Life:** We are working on a range of electrolyte additives and binders designed to improve the cycle life of silicon-based battery cells while maintaining critical performance characteristics, such as energy density. **** **Increasing Energy Density and Power Capability:** We are actively exploring alternative cell designs and cathode materials to enhance energy storage capacity and power output. **** **Developing Larger Cell Form Factors:** Currently, we produce 5Ah 21700 cylindrical cells and pouch cells up to approximately 1Ah. As we expand our customer base, we are developing larger-format batteries to support broader energy storage applications, including electric vehicles, drones, and consumer electronics. We also are working on building larger cells that incorporate our fire-retardant and quasi-solid electrolytes to provide safer battery cells to the market. 6 **Supply** Solidion plans to become a supplier of solid-state cells (for the EV, energy storage systemsand portable electronics markets) and certain battery components/materials (for example, graphite-, Si oxide-, and Si-rich anode materials and electrolytes) to select customers or strategic partners. Our business is not raw-material-limited. As an example, 100,000 tons of graphite requires about 400,000 tons of biomass, which is just 0.015% of the total available source of 2,700million tons available per year. 900million tons of forest residues and wood processing residues combined are available, and an additional 1,800million tons of biomass feedstock are available from the following species: distillers grains, orchard waste, almond shells, mixed paper, corn waste, saw dust, switch-grass, cane bagasse, wheat straw, timber, acacia wood waste, fruit bunch, cassava waste and palm kernel shell. We plan to begin with the toll manufacturing/joint venture (TM/JV) model for commercializing the solid-state battery technologies. At a later stage, we may consider building our own facilities for producing certain specialty cells (such as bipolar or high-voltage cells) responsive to market demands. We expect the TM/JV partners to acquire silicon-rich anode materials and electrolyte formulations from us as part of the TM/JV agreement. We will also supply both graphite-dominant and silicon-rich anode materials to customers that choose to use liquid electrolytes in their lithium-ion cells. **Intellectual Property** Solidion has a portfolio of over 525 high-value active patents. This portfolio contains many key patents for next generation EV batteries. Solidion is the inventor of graphene-enabled batteries, elastic polymer-protected batteries, quasi-solid electrolytes, elastomeric solid-state electrolytes, advanced polymer/inorganic hybrid electrolytes, and numerous other disruptive battery technologies. This massive intellectual portfolio provides the EV industry with what we believe to be several key enabling battery technologies, such as silicon-rich anode having the highest performance/cost ratio, the highest-capacity sulfur cathode materials (free of cobalt, nickel and manganese), the most process-friendly solid-state electrolytes, protected lithium metal anode, fast chargeability, aluminum-ion cells and sodium-ion cells. Solidion holds more than 100 key U.S.patents on graphene- or polymer-enhanced silicon-based materials. It holds more than 35 key U.S.patents on fire-resistant electrolytes for lithium batteries. It holds more than 70 U.S.patents on key technologies for next-generation all-solid state or lithium metal batteries. It also holds advanced current collector patents; these technologies are capable of extending cycle life and improving operating temperatures and voltages. The year of expiration of these key U.S. patents generally ranges from as early as 2028 to as late as 2040. Most of the intellectual property to be utilized by Solidion is intellectual property that is owned by Solidion (having been transferred from G3 to Solidion via the Patent Assignment, dated as of February 8, 2023 (the Patent Assignment)). Solidion licenses a relatively small number of patents relating to graphene and graphite production from G3 pursuant to the Supply and License Agreement, under which there are no significant limitations. These patent rights are licensed on an irrevocable, non-exclusive, royalty-free basis. The strong IP portfolio enables Solidion to become a market and technology leader in the battery space for decades to come. **Competition** We compete directly and indirectly with current battery manufacturers and with an increasing number of companies that are developing new battery technologies and chemistries to address the growing market for electrified mobility solutions. The EV battery industry is fast-growing and highly competitive. We primarily compete with other silicon anode materials companies globally, such as Sila Nanotechnologies Inc., Group 14 Technologies, Inc., Enovix Corporation, Enevate Corporation, Nexeon Ltd., Storedot Ltd., BTR New Energy Material Ltd., Shanshan Corporation, and Berzelius. Some competitors produce silicon anode materials via CVD, which is believed to be expensive and challenging to scale up, and require explosive gaseous raw materials. In contrast, our patented technologies are expected to allow us to produce highly scalable low-cost silicon-rich products that could be compatible with solid-state and liquid-state electrolytes and have greater energy density and lower cost per kilowatt hour. We also compete with graphite anode materials companies globally, such as BTR New Energy Material Ltd., Shanshan Corporation, Kaijin New Energy Technology Co. Ltd., Zichen New Materials Technology Co., Ltd., XFH Technology Co., Ltd., Zhongke Shinzoom Technology Co., Ltd., POSCO Future M Co., Ltd., Resonac Holdings Corporation, Mitsubishi Chemical Corporation, Sinuo Industrial Development Co., NOVONIX Limited, Anovion Technologies, etc. While the competitors produce synthetic graphite by using petroleum coke as a raw material, Solidions products contain biochar-derived anode materials which offset CO2 from the atmosphere and reduce the overall CO2 emissions considering raw materials. Additionally, Solidion may be perceived to compete with certain other solid-state or lithium metal battery companies, such as QuantumScape, Solid Power and SES.However, we view these companies as potential strategic partners, not competitors. For instance, Solidion has complementary IP that can help each of these companies accelerate the commercialization of their lithium metal batteries (for example, by providing graphene/elastomer-protected Li metal anode technologies). Our lithium metal protection technologies are capable of addressing certain known issues associated with rigid inorganic solid electrolytes, such as large electrode/electrode interfacial impedance and the typically high stack-holding pressure. Solidions solid state batteries are expected to be produced at scale and cost-effectively using current lithium-ion cell production process and equipment, thus enabling fast time-to-market compared to all-solid-state batteries. This versatile platform technology could potentially transform the lithium-ion battery industry into producers of safe, solid-state batteries for EV, ESS, consumer electronics, and other power storage applications. As Solidion plans to extend its business to battery cells, Solidion competes with leading tier-one battery manufacturers, including Amperex Technology Limited (ATL), Contemporary Amperex Technology Co., Limited (CATL), LG Chem Ltd., Murata Manufacturing Co., Ltd., Panasonic Industry Co., Ltd., and Samsung SDI Co., Ltd. These companies possess significant financial resources, well-established supply chains, and strong relationships with automotive and electronics manufacturers. 7 **Human Capital** We believe that our success is driven by our team of technology innovators and experienced business leaders. We seek to hire and develop employees who are dedicated to our strategic mission. As of December 31,2024, we employed 28 full time employees. We are committed to maintaining equitable compensation programs including equity participation. We offer market-competitive salaries and strong equity compensation aimed at attracting and retaining team members capable of making exceptional contributions to our success. Our compensation decisions are guided by the external market, role criticality, and the contributions of each team member. **Facilities** Our corporate headquarters are located at 13355 Noel Rd., Suite 1100, Dallas, Texas, and our telephone number is (972) 918-5120. Our Research and development and manufacturing operations are located in Dayton, Ohio, where we own a building of approximately 27,646square feet and lease a building of approximately 7,097 square feet. For more information, please visit www.solidiontech.com or contact Investor Relations. **Government Regulation and Compliance** There are government regulations pertaining to battery safety, transportation of batteries, use of batteries in vehicles, factory safety and disposal of hazardous materials. We will ultimately have to comply with these regulations to sell our battery products into market. For example, we expect to become subject to federal and state environmental laws and regulations regarding the handling and disposal of hazardous substances and solid waste, to include electronic waste and battery cells. These laws regulate the generation, storage, treatment, transportation, and disposal of solid and hazardous waste and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed. In the course of ordinary operations, we, through third parties and contractors, might in the future handle hazardous substances within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and similar state statutes and, as a result, may be jointly and severally liable for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment. We might also become subject to the strict requirements of the Resource Conservation and Recovery Act (RCRA) and comparable state statutes for the generation or disposal of solid waste, which may include hazardous waste. Solidion expects to use existing factories to produce solid-state batteries. The Occupational Safety and Health Act (OSHA), and comparable laws in other jurisdictions, regulate the protection of the health and safety of workers in such factories. In addition, the OSHA hazard communication standard requires that information be maintained about any hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities, and the public. The use, storage and disposal of battery packs is regulated under federal law. We expect any batteries we produce will be required to conform to mandatory regulations governing the transport of dangerous goods that may present a risk in transportation, which includes lithium-ion batteries, and are subject to regulations issued by the Pipeline and Hazardous Materials Safety Administration (PHMSA). These regulations are based on the UN Recommendations on the Safe Transport of Dangerous Goods Model Regulations and related UN Manual Tests and Criteria. The regulations vary by mode of transportation when these items are shipped, such as by ocean vessel, rail, truck or air. We expect that the EVs that would use our battery technology would be subject to numerous regulatory requirements established by the National Highway Traffic Safety Administration (NHTSA), including applicable U.S. federal motor vehicle safety standards (FMVSS). EV manufacturers must self-certify that the vehicles meet or are exempt from all applicable FMVSSs before a vehicle can be imported into or sold in the U.S. There are numerous FMVSSs that we expect would apply to vehicles that would use our battery technology. Examples of these requirements include: | | Electric Vehicle Safety limitations on electrolyte spillage, battery retention and avoidance of electric shock following specified crash tests; | | | | Crash Tests for High-Voltage System Integrity preventing electric shock from high voltage systems and fires that result from fuel spillage during and after motor vehicle crashes. | | 8 These standards and regulations cover various aspects of battery safety, including electrical safety, mechanical safety, thermal safety, and environmental safety. They are developed by organizations such as the Society of Automotive Engineers (also known as SAE), Underwriters Laboratories (UL), and regulatory bodies such as NHTSA to ensure that batteries used in EVs meet specific safety requirements before being installed in a vehicle. There are significant similarities among these standards; different EV makers require the battery suppliers to follow different standards. We will work with UL and select EV makers to determine the required tests and to obtain the necessary safety certifications. The United States Advanced Battery Consortium (also known as USABC) provides the Battery Abuse Testing Manual for Electric and Hybrid Vehicle Applications, which defines abuse tests for rechargeable energy storage systems (RESSs) used in electric vehicle applications. These tests evaluate the response of RESS technologies to conditions or events that are outside of normal use. The manual recommends tests such as controlled crush, penetration, thermal ramp, overcharge, and external short circuit tests across the cell, module, and pack levels (except for thermal ramp testing at the pack level due to practical limitations). We plan to conduct internal safety tests at the cell levels, including nail penetration, overcharging, and over-discharging at elevated temperatures, during the final research and development and prototyping stages. For the remaining safety tests at the cell level, we will rely on third parties, such as UL, for safety certification purposes. We will also collaborate with EV manufacturers to perform safety tests at the module and pack levels. The timeline for conducting safety tests on batteries for EVs will vary depending on factors such as the battery type, required testing standards, and the availability of testing facilities. Typically, it takes several weeks to months to complete all the necessary safety tests at each level. Additionally, if any issues or failures are identified during the testing process, additional time may be required to address these issues and retest the battery. For more information, see Risk Factors Risks Related to Legal and Regulatory Compliance discussing regulations and regulatory risks related to product liability, tax, employment, export controls, trade, data collection, privacy, environmental, health and safety, anti-corruption and anti-bribery compliance. **Legal Proceedings** There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. **ITEM1A. RISK FACTORS** ** *Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. Our business, financial condition, results of operations or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. In that event, the market price of our securities could decline, and you could lose part or all of your investment.* ** 9 **Risks Related to Solidions Business and Operations** **Risks Related to Development and Commercialization** **** **If our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected.** Our batteries may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls and design changes. Our batteries are inherently complex and incorporate technology and components that have not been used for certain applications and that may contain defects and errors, particularly when first introduced to such applications. Although our batteries undergo quality control testing prior to release for shipment, there can be no assurance that we will be able to detect and fix all defects prior to shipment, and nonconformances, defects or errors could occur or be present in batteries that we release for shipment to customers. If our batteries fail to perform as expected, our customers may delay deliveries, our customer may terminate orders or we may initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, prospects and results of operations. Our battery architecture is different from our peers and may behave differently in customer use applications, certain applications of which we have not yet evaluated. This could limit our ability to deliver to certain applications. In addition, our historical data on the performance and reliability of our batteries is limited, and therefore our batteries could fail unexpectedly in the field resulting in significant warranty costs or brand damage in the market. Further, the structure of our battery is different from traditional lithium-ion batteries and therefore our batteries could be susceptible to different and unknown failure modes leading our batteries to fail and cause a safety event in the field. Such an event could result in the failure of our end customers product as well as the loss of life or property, resulting in severe financial penalties for us, including the loss of revenue, cancelation of supply contracts and the inability to win new business due to reputational damage in the market. In addition, consistent with industry norms, we would anticipate that when we enter into agreements to supply our battery products to end product manufacturers, that the terms of these agreements may require us to bear certain costs relating to recalls and replacements of end products when such recalls and replacements are due to defects of our battery products that are incorporated in such end products. **** **OEMs may elect to pursue other battery cell technologies, which likely would impair our revenue generating ability.** OEMs are motivated to develop and commercialize improved battery cell technologies. To that end, OEMs partners have invested, and are likely to continue to invest in the future, in their own development efforts and, in certain cases, in joint development agreements with our current and future competitors. If other technology is developed more rapidly than ourhigh-capacity anode and high-energy solid-state battery technology, or if such competing technologies are determined to be more efficient or effective than ourhigh-capacity anode and high-energy solid-state battery technology, our partners may elect to adopt and install a competitors technology or products over ours, which could materially impact our business, financial results, and prospects**.** **** **We have only conducted preliminary safety testing on our high-capacity anode and high-energy solid-state battery technology, and our technology will require additional and extensive safety testing prior to being installed in electric vehicles.** To achieve acceptance by automotive OEMs, our anticipatedcommercial-sizedourhigh-capacity anode and high-energy solid-state battery technology will have to undergo extensive safety testing. We cannot assure you such tests will be successful, and we may identify different or new safety issues in our development or the commercial cells that have not been present in our prototype cells. If we have to make design changes to address any safety issues, we may have to delay or suspend commercialization, which could materially damage our business, prospects, financial condition, operating results and brand.**** 10 **** **We rely on complex equipment for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.** We rely heavily on complex equipment for our operations and the production of ourhigh-capacity anode and high-energy solid-state battery technology. The work required to integrate this equipment into the production of ourhigh-capacity anode and high-energy solid-state battery technology is time intensive and requires us to work closely with the equipment providers to ensure that it works properly with our proprietary technology. This integration involves a degree of uncertainty and risk and may result in the delay in the scaling up of production or result in additional cost to ourhigh-capacity anode and high-energy solid-state battery technology. Our current manufacturing facilities require, and we expect our future manufacturing facilities will require, large-scale machinery and equipment. Such machinery and equipment may unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be available when needed. In addition, because this equipment has historically not been used to buildourhigh-capacity anode and high-energy solid-state batteries, the operational performance and costs associated with this equipment is difficult to predict and may be influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our products in a timely manner and at prices and volumes acceptable to us, environmental hazards and associated costs of remediation, difficulty or delays in obtaining governmental permits, damages or defects in systems, industrial accidents, fires, seismic activity and other natural disasters. Problems with our manufacturing equipment could result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production. In addition, in some cases operational problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities. Any of these operational problems, or a combination of them could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects. **** **We may obtain licenses on technology that has not been commercialized or has been commercialized only to a limited extent, and the success of our business may be adversely affected if such technology does not perform as expected.** From time to time, we may license from third parties technologies that have not been commercialized or which have been commercialized only to a limited extent. These technologies may not perform as expected within ourhigh-capacity anode and high-energy solid-state batteries and related products. If the cost, performance characteristics, manufacturing process or other specifications of these licensed technologies fall short of our targets, our projected sales, costs, time to market, competitive advantage, future product pricing and potential operating margins may be adversely affected. **** **Substantial increases in the prices for our raw materials and components, some of which are obtained from a limited number of sources where demand may exceed supply, could materially and adversely affect our business.** We rely on third-party suppliers for components and equipment necessary to develop ourhigh-capacity anode and high-energy solid-state battery technology. We face risks relating to the availability of these materials and components, including that we will be subject to demand shortages and supply chain challenges and generally may not have sufficient purchasing power to eliminate the risk of price increases for the raw materials and tools we need. To the extent that we are unable to enter into commercial agreements with our current suppliers or our replacement suppliers on favorable terms, or these suppliers experience difficulties meeting our requirements, the development and commercial progression of ourhigh-capacity anode and high-energy solid-state battery technology and related technologies may be delayed. Separately, we may become subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices. We may be required to incur substantial costs to comply with these requirements, which may include locating new suppliers if certain issues are discovered. We may not be able to find any new suppliers for certain raw materials or components required for our operations, or such suppliers may be unwilling or unable to provide us with products. 11 Any disruption in the supply of components, equipment or materials could temporarily disrupt research and development activities or production of ourhigh-capacity anode and high-energy solid-state battery technology until an alternative supplier is able to supply the required material. Changes in business conditions, unforeseen circumstances, governmental changes, and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers ability to deliver components or equipment to us on a timely basis. Any of the foregoing could materially and adversely affect our results of operations, financial condition and prospects. Currency fluctuations, trade barriers, tariffs or shortages and other general economic or political conditions may limit our ability to obtain key components or equipment for ourhigh-capacity anode and high-energy solid-state battery technology or significantly increase freight charges, raw material costs and other expenses associated with our business, which could further materially and adversely affect our results of operations, financial condition and prospects. **** **We may be unable to adequately control the costs associated with our operations and the components necessary to build our high-capacity anode and high-energy solid-state batteries, and, if we are unable to control these costs and achieve cost advantages in our production of ourhigh-capacity anode and high-energy solid-state batteries at scale, our business will be adversely affected.** We require significant capital to develop ourhigh-capacity anode and high-energy solid-state battery technology and expect to incur significant expenses, including those relating to research and development, raw material procurement, leases, sales and distribution as we build our brand and market our technologies, and general and administrative costs as we scale our operations. Our ability to become profitable in the future will not only depend on our ability to successfully develop and market ourhigh-capacity anode and high-energy solid-state battery technology, but also to control our costs. If we are unable to efficiently design, appropriately price, sell and distribute ourhigh-capacity anode and high-energy solid-state battery technology, our anticipated margins, profitability and prospects would be materially and adversely affected. **** **If we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed.** Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, and our operations may be severely disrupted if we lost their services. As we build our brand and become more well known, there is increased risk that competitors or other companies will seek to hire our personnel. Our success also depends on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel. Competition for these employees can be intense, and our ability to hire, attract and retain them depends on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the future, and our failure to do so could seriously harm our business and prospects. In addition, we are highly dependent on the services of our senior technical and management personnel, including our executive officers, who would be difficult to replace. Further, our Executive Chairman and Chief Science Officer will continue to be employed by G3 following the closing of the business combination, and his time and attention may be diverted from Solidions business, which may have an impact on our business. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our business, financial condition, results of operations and prospects could be adversely affected. **** **Our insurance coverage may not be adequate to protect us from all business risks.** We may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God, and other claims against us, for which we may have no insurance coverage. As a general matter, the policies that we do have may include significant deductibles, and we cannot be certain that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and operating results. Furthermore, although we plan to obtain and maintain insurance for damage to our property and the disruption of our business, this insurance may be challenging to obtain and maintain on terms acceptable to us and may not be sufficient to cover all of our potential losses. **** **Our facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events, including fire and explosions.** **** We currently conduct our operations in two facilities in Dayton, Ohio. Our current and future development and manufacturing facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, health pandemics and epidemics such as potentialviruspandemics, and other calamities.We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, explosions, floods, cyber-attacks (including ransomware attacks), typhoons, earthquakes, power loss, telecommunications failures,break-ins,war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to conduct our research and development activities as and on the timeline currently contemplated. **** 12 **Risks Related to Industry and Market Trends** **** **The battery cell market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.** The battery cell market in which we compete continues to evolve and is highly competitive. To date, we have focused our efforts on ourhigh-capacity anode and high-energy solid-state battery technology, a promising alternative to conventionallithium-ionbattery cell technology. However,lithium-ionbattery cell technology has been widely adopted and our current competitors have, and future competitors may have, greater resources than we do and may also be able to devote greater resources to the development of their current and future technologies. These competitors also may have greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and competitive positioning. In addition, traditionallithium-ionbattery cell manufacturers may continue to reduce cost and expand supply of conventional batteries and, therefore, reduce the prospects for our business or negatively impact the ability for us to sell our products at a market-competitive price and yet at sufficient margins. Many automotive OEMs are researching and investing in solid-state battery cell efforts and, in some cases, in battery cell development and production. We do not have exclusive relationships with any OEM to provide their future battery cell technologies, and it is possible that the investments made by these OEMs might result in technological advances earlier than, or superior in certain respect to, the high-capacity anode and high-energy solid-state battery technology we are developing. There are a number of companies seeking to develop alternative approaches to high-capacity anodes and solid-state battery cells. We expect competition in battery cell technology and electric vehicles to intensify due to increased demand for these vehicles and a regulatory push for electric vehicles, continuing globalization, and consolidation in the worldwide automotive industry. As new companies and larger, existing vehicle and battery cell manufacturers enter the high-capacity anode and solid-state battery cell space, we may lose any perceived or actual technological advantage we may have in the marketplace and suffer a decline in our position in the market. Furthermore, the battery cell industry also competes with other emerging or evolving technologies, such as natural gas, advanced diesel and hydrogen-based fuel cell powered vehicles. Developments in alternative technologies or improvements in batteries technology made by competitors may materially adversely affect the sales, pricing and gross margins of our products. As technologies change, we will attempt to upgrade or adapt our products to continue to provide products with the latest technology. However, our products may become obsolete, or our research and development efforts may not be sufficient to adapt to changes in or to create the necessary technology to effectively compete. If we are unable to keep up with competitive developments, including if such technologies achieve lower prices or enjoy greater policy support than thelithium-ionbattery cell industry, our competitive position and growth prospects may be harmed. Similarly, if we fail to accurately predict and ensure that ourhigh-capacity anode and high-energy solid-state battery technology can address customers changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from ourhigh-capacity anode and high-energy solid-state battery technology, our business will be harmed. We must continue to commit significant resources to develop ourhigh-capacity anode and high-energy solid-state battery technology in order to establish a competitive position, and these commitments must be made without knowing whether our investments will result in products potential customers will accept. There is no assurance we will successfully identify new customer requirements, develop and bring ourhigh-capacity anode and high-energy solid-state battery technology to market on a timely basis, or that products and technologies developed by others will not render ourhigh-capacity anode and high-energy solid-state battery technology obsolete or noncompetitive, any of which would adversely affect our business and operating results. 13 We expect that automotive OEMs and top tier battery cell suppliers will be less likely to license our high-capacity anode and high-energy solid-state battery technology if they are not convinced that our business will succeed in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed in the long term. Accordingly, in order to build and maintain our business, we must instill and maintain confidence among current and future partners, customers, suppliers, analysts, ratings agencies and other parties in our long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as: | | our limited operating history; | | | | market unfamiliarity with our products; | | | | delays in or impediments to completing or achieving our research and development goals; | | | | unexpected costs that automotive OEM and top tier cell partners may be required to incur to scale manufacturing, delivery and service operations to meet demand for electric vehicles containing our technologies or products; | | | | competition and uncertainty regarding the future of electric vehicles; | | | | the development and adoption of competing technologies that are less expensive and/or more effective than our products; and | | | | our eventual production and sales performance compared with market expectations. | | **** **Our future growth and success are dependent upon consumers willingness to adopt electric vehicles.** Our growth and future demand for our products is highly dependent upon the adoption by consumers of alternative fuel vehicles in general and electric vehicles in particular. The market for new energy vehicles is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and factors, evolving government regulation and industry standards, and changing consumer demands and behaviors. If the market for electric vehicles in general does not develop as expected, or develops more slowly than expected, our business, prospects, financial condition and operating results could be harmed. **** **The unavailability, reduction or elimination of, or uncertainty regarding, government and economic incentives or subsidies available to us, end-users or OEMs could have a material adverse effect on our business, financial condition, operating results and prospects.** The availability of government incentives and subsidies available to end-users and OEMs is an important factor considered by customers when purchasing EVs, and growth in the battery market will depend in part on the availability and amounts of these subsidies and incentives for EVs. Currently, government programs, including in China and Europe, favor the purchase of EVs, including through disincentives that discourage the use of gasoline-powered vehicles. In the United States, the Inflation Reduction Act provides tax credits for the purchase of electric vehicles, and many U.S. states have banned the sale of new gas-powered vehicles by 2035. Other states may follow. Given the current political climate in the United States, the future of these incentives and subsidies for end-users and OEMs remains uncertain, including with respect to federal programs. Since taking office, President Trump and certain Republican members of Congress have criticized the Inflation Reduction Act and clean energy initiatives, and President Trump has stated that he supports revising current federal agency rules that incentivize the EV market and ending state emissions waivers that limit gas-powered vehicle sales. If government laws or programs incentivizing the growth of the EV market are reduced or eliminated, or the available benefits are exhausted earlier than anticipated, demand for EVs may decrease and our anticipated sales of EV battery products could be adversely affected, which may adversely affect our business, financial condition, operating results and prospects. Any reduction or elimination of government and economic incentives or subsidies may result in the diminished competitiveness of the alternative fuel vehicle industry generally. **** **We may not succeed in attracting customers during the development stage or for high volume commercial production, and our future growth and success depend on our ability to attract customers.** We may not succeed in attracting customers during our development stage or for high volume commercial production. Customers may be wary of unproven products or not be inclined to work with less established businesses. In addition, if we are unable to attract new customers in need of high-volume commercial production of our products, our business will be harmed. Automotive OEMs are often large enterprises. Therefore, our future success will depend on our or our partners ability to effectively sell our products to such large customers. Sales to theseend-customersinvolve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i)increased purchasing power and leverage held by large customers in negotiating contractual arrangements with us and (ii)longer sales cycles and the associated risk that substantial time and resources may be spent on a potentialend-customerthat elects not to purchase our products. Automotive OEMs that are large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers. **** 14 **** **We may not be able to accurately estimate the future supply and demand for ourhigh-capacity anode and high-energy solid-state battery technology, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.** It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for ourhigh-capacity anode and high-energy solid-state battery technology or our ability to develop, manufacture, and deliver such products, or our profitability in the future. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues. In addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of product components in a timely manner, the delivery of ourhigh-capacity anode and high-energy solid-state battery technology to our potential customers could be delayed, which would harm our business, financial condition and operating results. **** **Risks Related to Limited Operating History** **** **Our business model has yet to be tested and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.** Investors should be aware of the difficulties normally encountered by a new enterprise, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, organizing operations and undertaking marketing activities. The likelihood of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. There is, therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital requirements of our business, we can be expected to continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures. Any investment in our Company is therefore highly speculative and could result in the loss of your entire investment. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results, prospects and financial position could be materially affected. The projected financial information appearing elsewhere in these materials was prepared by management and reflects current estimates of future performance. The projected results depend on the successful implementation of managements growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes. 15 **** **We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future.** We incurred a net loss of approximately $5.3 million for the year ended December 31, 2023 and approximately $25.9 million for the year ended December 31, 2024. We believe that we will continue to incur operating and net losses each quarter until the time significant production of ourhigh-capacity anode and high-energy solid-state battery technology begins. We expect the rate at which we will incur losses to be significantly higher in future periods as we, among other things, continue to incur significant expenses in connection with the design, development and manufacturing of ourhigh-capacity anode and high-energy solid-state battery technology; expand our research and development activities; invest in additional research and development and manufacturing capabilities; build up inventories of raw materials and other components; commence sales and marketing activities; develop our distribution infrastructure; and increase our general and administrative functions to support our growing operations. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses. **** **Our history of recurring losses and anticipated expenditures raise substantial doubts about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.** We have incurred operating losses to-date and it is possible we will never generate profit. Our ability to continue as a going concern depends on generating cash from operations, and the potential of obtaining additional debt or equity financing. There can be no assurance that we will be successful in these efforts. The financial statements include in this Annual Report do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related to our ability to operate on a going concern basis. If we are unable to raise sufficient capital when needed, our business, financial condition and results of operations will be materially and adversely affected, and we will need to significantly modify our operational plans to continue as a going concern. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements. Our lack of cash resources and our potential inability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital or to enter into critical contractual relations with third parties due to concerns about our ability to meet our contractual obligations. **** **We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. There is substantial doubt as to our ability to continue as a going concern.** We may need additional capital before we commence generating revenues, and it may not be available on acceptable terms, if at all. For example, our capital budget assumes, among other things, that our development timeline progresses as planned and our corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein. 16 In addition, as discussed above, we have experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about our ability to continue as a going concern, which has also been cited in our independent auditors reports. Our ability to continue as a going concern depends on generating cash from operations, and the potential of obtaining additional debt or equity financing; however, there can be no assurance we will be successful in these efforts. More specifically, we expect our capital expenditures and working capital requirements to increase materially in the near future, as we accelerate our research and development efforts and scale up production operations with our partners. As we approach commercialization, we expect our operating expenses will increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company. As a result, we may need to access the debt and equity capital markets to obtain additional financing in the future. However, these sources of financing may not be available on acceptable terms, or at all. Our ability to obtain additional financing will be subject to a number of factors, including: | | market conditions; | | | | the level of success we have experienced with our research and development programs; | | | | our operating performance; | | | | investor sentiment; and | | | | our ability to incur additional debt in compliance with any agreements governing our then-outstanding debt. | | These factors may make the timing, amount, terms or conditions of additional financings unattractive to us. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, references or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing stockholders may experience dilution. If we are unable to generate sufficient funds from operations or raise additional capital, we may be forced to take actions to reduce our capital or operating expenditures, including by not seeking potential acquisition opportunities, eliminating redundancies, or reducing or delaying our production facility expansions, which may adversely affect our business, operating results, financial condition and prospects. **** **We may have potential business conflicts of interest with G3 with respect to our past and ongoing relationships. We may not be able to resolve any potential conflicts, and, even if we do so, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.** Conflicts of interest may arise with G3 in a number of areas relating to our past and ongoing relationships, including labor, tax, employee benefit, indemnification and other matters arising from the Restructuring; intellectual property matters, including the Patent Assignment (as defined above); and employee recruiting and retention, including matters related to the dual employment arrangement of our Executive Chairman and Chief Science Officer with Solidion and G3. In addition, certain of our directors and employees may have actual or potential conflicts of interest because of their financial interests in G3. Because of their current or former positions with G3, certain of our executive officers and directors, including our Executive Chairman and Chief Science Officer, own equity interests in G3. Continuing ownership of equity interests in G3 could create, or appear to create, potential conflicts of interest if Solidion and G3 face decisions that could have implications for both Solidion and G3. 17 **** **If we fail to effectively manage our future growth, we may not be able to market and license the technology andknow-howto manufacture or sell ourhigh-capacity anode and high-energy solid-state battery technology successfully.** We intend to expand our operations significantly, with a view toward accelerating our research and development activities and positioning our Company for potential commercialization of our technologies. In connection with these efforts, we anticipate hiring, retaining and training personnel, acquiring and installing equipment to support the commercialization process of our products, and implementing administrative infrastructure, systems and processes. That said, our management team will have considerable discretion in the application of the funds available to us following completion of the business combination. We may use these funds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the cash held at closing of the business combination in a manner that does not produce income or that loses value. If we cannot manage our growth effectively, including by controlling our expenditures for these initiatives to the greatest extent possible, our business could be harmed. **** **Most of our management does not have experience in operating a public company.** Most of our executive officers do not have experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the policies, practices or internal controls over financial reporting required of public companies in the UnitedStates. As a result, we may be required to pay higher outside legal, accounting or consulting costs than our competitors, and our management team members may have to devote a higher proportion of their time to issues relating to compliance with the laws applicable to public companies, both of which might put us at a disadvantage relative to competitors. **** **We may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our technologies and our business, revenues and prospects.** Our business and prospects depend on our ability to develop, maintain and strengthen our brand. If we are not able to establish, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. The automobile industry is intensely competitive, and we may not be successful in building, maintaining and strengthening our brand. Our current and potential competitors, including many battery cell manufacturers and automotive OEMs around the world, have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially and adversely impacted. 18 **Risks Related to Intellectual Property** **** **We rely heavily on owned intellectual property, which includes patent rights, trade secrets, copyright, trademarks, andknow-how.If we are unable to protect and maintain access to these intellectual property rights, our business and competitive position would be harmed.** We may not be able to prevent unauthorized use of our owned intellectual property, which could harm our business and competitive position. We rely on a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the UnitedStates and other jurisdictions, as well as contractual protections, to establish, maintain and enforce rights and competitive advantage in our proprietary technologies. Despite our efforts to protect our proprietary rights, third parties, including our business partners, may attempt to copy or otherwise obtain and use our intellectual property without our consent or may decline to license necessary intellectual property rights from us on terms favorable to our business. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be sufficient. Any enforcement efforts we undertake, including litigation, could require involvement of the licensor, be time-consuming and expensive, and could divert managements attention, all of which could harm our business, results of operations and financial condition. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard our proprietary technologies. Patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as the UnitedStates. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the UnitedStates and efforts to protect against the unauthorized use of our intellectual property rights, technology and other proprietary rights may be impossible outside of the UnitedStates. Failure to adequately protect our owned intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage, a decrease in our revenue and reputational harm caused by inferior products offered by third parties, which would adversely affect our business, prospects, financial condition and operating results. **** **Our patent applications may not result in issued patents, which would result in the disclosures in those applications being available to the public. Also, our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with commercialization of our products.** Our patent portfolio includes many patent applications. Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to our products to our disadvantage. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology, any number of which could be considered prior art and prevent us from obtaining a patent. Any of our future or existing patents or pending patent applications may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries may be subject to laws, rules and procedures that differ from those of the UnitedStates, and thus we cannot be certain that foreign patent applications related to issued U.S.patents will be issued. **** **We have not performed exhaustive searches or analyses of the intellectual property landscape of the battery industry; therefore, we are unable to guarantee that our technology, or its ultimate integration into electric vehicle battery packs, does not infringe intellectual property rights of third parties. We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.** Companies, organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell, license, lease or market our products or technologies, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from third parties relating to whether we are infringing their intellectual property rights and/or seek court declarations that they do not infringe upon our intellectual property rights. Companies holding patents or other intellectual property rights relating to batteries may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed upon a third partys intellectual property rights, we may be required to do one or more of the following: | | cease selling, leasing, incorporating or using products that incorporate the challenged intellectual property; | | | | pay substantial damages; | | 19 | | materially alter our research and development activities and proposed production processes; | | | | obtain a license from the holder of the infringed intellectual property right, which may not be available on reasonable terms or at all; or | | | | redesign our battery cells at significant expense. | | In the event of a successful claim of infringement against us and our failure or inability to obtain a license to continue to use the technology on reasonable terms, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not well-founded, could result in substantial costs, negative publicity, reputational harm and diversion of resources and managements attention. **** **Risks Related to Finance and Accounting** **** **Our expectations and targets regarding the times when we will achieve various technical,pre-productionand production-level performance objectives depend in large part upon assumptions, estimates, measurements, testing, analyses and data developed and performed by us, which if incorrect or flawed, could have a material adverse effect on our actual operating results and performance.** Our expectations and targets regarding the times when we will achieve various technical,pre-productionand production objectives reflect our current expectations and estimates. Whether we will achieve these objectives when we expect depends on a number of factors, many of which are outside our control, including, but not limited to: | | success and timing of our development activity and ability to develop ourhigh-capacity anode and high-energy solid-state batteries that achieves our desired performance metrics and achieves the requisite automotive industry validations before our competitors; | | | | unanticipated technical or manufacturing challenges or delays; | | | | technological developments relating tolithium-ion,lithium-metalall-solid-stateor other batteries that could adversely affect the commercial potential of our technologies; | | | | the extent of consumer acceptance of electric vehicles generally, and those deploying our products, in particular; | | | | competition, including from established and future competitors in the battery cell industry or from competing technologies such as hydrogen fuel cells that may be used to power electric vehicles; | | | | whether we can obtain sufficient capital when required to sustain and grow our business, including through the acquisition and installation of equipment to support the commercialization process of our products and the operation and maintenance of our facilities; | | | | our ability to manage our growth; | | | | whether we can manage relationships with key suppliers and the availability of the raw materials we need to procure from them; | | | | our ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel; and | | | | the overall strength and stability of domestic and international economies. | | 20 Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our ability to achieve our objectives when planned and our business, results of operations and financial results. **** **Incorrect estimates or assumptions by management in connection with the preparation of our financial statements could adversely affect our reported assets, liabilities, income, revenue or expenses.** The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, revenue or expenses during the reporting periods. Incorrect estimates and assumptions by management could adversely affect our reported amounts of assets, liabilities, income, revenue and expenses during the reporting periods. If we make incorrect assumptions or estimates, our reported financial results may be over or understated, which could materially and adversely affect our business, financial condition and results of operations. **** **Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.** We are subject to certain reporting requirements of the ExchangeAct. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the ExchangeAct is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected. **** **We have identified five material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.** **** Prior to the Closing of our business combination, we were a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. In connection with the audits of our consolidated financial statements as of December 31, 2023 and 2024, and for the years ended December 31, 2022, 2023 and 2024, we identified five material weaknesses in our internal control over financial reporting: control environment, risk assessment, control activities, information and communication and monitoring. For more information, see Item 9A. Controls and ProceduresManagements Report on Internal Control Over Financial ReportingMaterial Weaknesses. We cannot assure you that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or to implement our remediation plans or any difficulties we encounter in our implementation thereof, could result in additional significant deficiencies or material weaknesses or result in material misstatements in our financial statements. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, lenders and investors may lose confidence in the accuracy and completeness of our financial reports and we may face restricted access to various sources of financing in the future. These material weaknesses, if not remediated, could result in misstatements of accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Our management anticipates that our internal control over financial reporting will not be effective until the above material weaknesses are remediated. If our remediation of these material weaknesses is not effective, or we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the Nasdaq listing requirements, investors may lose confidence in our financial reporting, and the price of our common stock may decline as a result. As further discussed in Item 9A,Controls and ProceduresRemediation Plans and Status, we have implemented a remediation plan and, while progress has been made to remediate the material weaknesses, they will not be considered remediated until the applicable remedial processes and procedures have been in place for a sufficient period of time and management has concluded, through testing, that associated controls are effective. Therefore, while we expect to have remediated the material weaknesses well in advance of December 31, 2025, there is no guarantee that our remediation plan will be successful or that our remediation efforts will be completed prior to the audit of our 2025 financial statements. **** **We have incurred and will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.** We face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company prior to our merger with Nubia. The Sarbanes-Oxley Act, including the requirements of Section404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Actof2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (United States) (PCAOB) and the securities exchanges, impose additional reporting and other obligations on public companies. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the UnitedStates may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods. **** 21 Compliance with public company requirements has increased and will continue to increase costs and make certain activities more time-consuming. A number of those requirements require us to carry out activities we have not done previously. For example, we have created new Board committees and adopted new internal controls and disclosure controls and procedures. In addition, we have incurred and will incur expenses associated with SEC reporting requirements. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify additional material weaknesses or significant deficiencies in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It will also be more expensive to obtain director and officer liability insurance. The additional reporting and other obligations imposed by these rules and regulations have increased and will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs have required us and will require us to spend money that could otherwise be used on our research and development programs and to achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. **** **The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results.** We currently, and expect to continue to, benefit from certain government subsidies and economic incentives including tax credits, rebates and other incentives that support the development and adoption of clean energy technology. We cannot assure you that these subsidies and incentive programs will be available to us at the same or comparable levels in the future. Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, or the reduced need for such subsidies and incentives due to the perceived success of clean and renewable energy products or other reasons, may require us to seek additional financing, which may not be obtainable on commercially attractive terms or at all, and may result in the diminished competitiveness of the battery cell industry generally or ourhigh-capacity anode and high-energy solid-state battery technology in particular. Any change in the level of subsidies and incentives from which we benefit could materially and adversely affect our business, prospects, financial condition and operating results. **** **Risks Related to Legal and Regulatory Compliance** **** **We are subject to regulations regarding the storage and handling of various products. We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.** We may become subject to product liability claims which could harm our business, prospects, operating results, and financial condition. We face inherent risk of exposure to claims in the event ourhigh-capacity anode and high-energy solid-state battery technology does not perform as expected or malfunction resulting in personal injury or death. Our risks in this area are particularly pronounced given ourhigh-capacity anode and high-energy solid-state battery technology is still in the development stage and have not yet been commercially tested or mass produced. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our technology and business and inhibit or prevent commercialization of ourhigh-capacity anode and high-energy solid-state battery technology and future product candidates, which would have a material adverse effect on our brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under then-existing policies. **** 22 **From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and consolidated financial position.** We may be involved in a variety of litigation, other claims, suits, regulatory actions or government investigations and inquiries and commercial or contractual disputes that, from time to time, are significant. In addition, from time to time, we may also be involved in legal proceedings and investigations arising in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with potential customers, former employees and suppliers, intellectual property matters, personal injury claims, environmental issues, tax matters, and employment matters. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect our reputation. **** **We are subject to substantial regulation, and unfavorable changes to, or failure by us to comply with, these regulations could substantially harm our business and operating results.** The sale of electric vehicles, and motor vehicles in general, is subject to substantial regulation under international, federal, state and local laws, including export control laws and other international trade regulations, which are continuously evolving as technology develops and becomes more widely adopted. We anticipate that ourhigh-capacity anode and high-energy solid-state battery technology also would be subject to these regulations, and we expect to incur significant costs in complying with these regulations. The U.S.government has made and continues to make significant changes in U.S.trade policy and has taken certain actions that could negatively impact U.S.trade, including imposing tariffs on certain goods imported into the UnitedStates, increasing scrutiny on foreign direct investment, and modifying export control laws applicable to certain technologies. In retaliation, other countries have implemented, and continue to evaluate, imposing additional trade controls on a wide range of American products and companies. The U.S.or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere with our ability to source and procure the raw materials we need for our research and development activities and, in the future, to sell products in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the UnitedStates and its trading partners could result in a global economic slowdown and long-term changes to global trade. Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes could be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes. To the extent the laws change, our products may not comply with applicable international, federal, state or local laws, which would have an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected. Internationally, there may be laws in jurisdictions we have not yet entered or laws we are unaware of in jurisdictions we have entered that may restrict our sales or other business practices. The laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles that may interfere with our ability to commercialize our products could have a negative and material impact on our business, prospects, financial condition and results of operations. 23 **Our technology and our website, systems, and data we maintain may be subject to intentional disruption, security breaches and other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales. We may be required to expend significant resources to continue to modify or enhance our protective measures to detect, investigate and remediate vulnerabilities to security breaches and incidents. Any actual or alleged failure to comply with applicable cybersecurity or data privacy legislation or regulation could have a material adverse effect on our business, reputation, results of operations or financial condition.** We expect to face significant challenges with respect to information security and maintaining the security and integrity of our systems and other systems used in our business, as well as with respect to the data stored on or processed by these systems. We also anticipate receiving and storing confidential business information of our partners and customers. Advances in technology, an increased level of sophistication and expertise of hackers, and new discoveries in the field of cryptography can result in a compromise or breach of the systems used in our business or of security measures used in our business to protect confidential information, personal information, and other data. We may be a target for attacks designed to disrupt our operations or to attempt to gain access to our systems or to data that we possess, including proprietary information that we obtain from our partners pursuant to our agreements with them. We also are at risk for interruptions, outages and breaches of our and our outsourced service providers operational systems and security systems, our integrated software and technology, and data that we or our third-party service providers process or possess. These may be caused by, among other causes, physical theft, viruses, or other malicious code, denial or degradation of service attacks, ransomware, social engineering schemes, and insider theft or misuse. The security risks we and our outsourced service providers face could also be elevated in connection with the Russian invasion of Ukraine, as we and our outsourced service providers are vulnerable to a heightened risk of cyberattacks from or affiliated with nation-state actors, including retaliatory attacks from Chinese or Russian actors against U.S.-based companies. The availability and effectiveness of our technology and our ability to conduct our business and operations depend on the continued operation of information technology and communications systems, some of which we have yet to develop or otherwise obtain the ability to use. Systems we currently use or may use in the future in conducting our business, including data centers and other information technology systems, will be vulnerable to damage or interruption. Such systems could also be subject tobreak-ins,sabotage and intentional acts of vandalism, as well as disruptions and security breaches and security incidents as a result ofnon-technicalissues, including intentional or inadvertent acts or omissions by employees, service providers, or others. We currently use, and may use in the future, outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system disruption risks as us. Our ability to monitor our outsourced service providers security measures is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of personal, confidential, or other data, including data relating to individuals. Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, prospects and results of operations. Significant capital and other resources may be required in efforts to protect against information security breaches, security incidents, and system disruptions, or to alleviate problems caused by actual or suspected information security breaches and other data security incidents and system disruptions. The resources required may increase over time as the methods used by hackers and others engaged in online criminal activities and otherwise seeking to obtain unauthorized access to systems or data, and to disrupt systems, are increasingly sophisticated and constantly evolving. In particular, ransomware attacks have become more prevalent in the industrial sector, which could materially and adversely affect our ability to operate and may result in significant expense. In addition, we may face increased compliance burdens regarding such requirements with regulators and customers regarding our battery products and also incur additional costs for oversight and monitoring of our supply chain. These additional compliance and logistical burdens are attenuated through our international partnerships. We also cannot be certain that these systems, networks, and other infrastructure or technology upon which we rely, including those of our third-party suppliers or service providers, will be effectively implemented, maintained or expanded as planned, or will be free from bugs, defects, errors, vulnerabilities, viruses, ransomware, or other malicious code. We may be required to expend significant resources to make corrections or to remediate issues that are identified or to find alternative sources. 24 Any failure or perceived failure by us or our service providers to prevent information security breaches or other security incidents or system disruptions, or any compromise of security that results in or is perceived or reported to result in unauthorized access to, or loss, theft, alteration, release or transfer of, our information, or any personal information, confidential information, or other data could result in loss or theft of proprietary or sensitive data and intellectual property, could harm our reputation and competitive position and could expose us to legal claims, regulatory investigations and proceedings, and fines, penalties, and other liability. Any such actual or perceived security breach, security incident or disruption could also divert the efforts of our technical and management personnel and could require us to incur significant costs and operational consequences in connection with investigating, remediating, eliminating and putting in place additional tools, devices, policies, and other measures designed to prevent actual or perceived security breaches and other incidents and system disruptions. Moreover, we could be required or otherwise find it appropriate to expend significant capital and other resources to respond to, notify third parties of, and otherwise address the incident or breach and its root cause, and most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Further, we cannot assure that any limitations of liability provisions in our current or future contracts that may be applicable would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover claims related to a security breach or incident, or that the insurer will not deny coverage as to any future claim. The successful assertion of claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible orco-insurancerequirements, could have a material adverse effect on our business, including our reputation, financial condition, and results of operations. Additionally, laws, regulations, and other actual and potential obligations relating to privacy, data hosting and other processing of data, data protection, and data security are evolving rapidly, and we expect to potentially be subject to new laws and regulations, or new interpretations of laws and regulations, in the future in various jurisdictions. These laws, regulations, and other obligations, and changes in their interpretation, could require us to modify our operations and practices, restrict our activities, and increase our costs. Further, these laws, regulations, and other obligations are complex and evolving rapidly, and we cannot provide assurance that we will not be subject to claims, allegations, or other proceedings related to actual or alleged obligations relating to privacy, data protection, or data security. It is possible that these laws, regulations, and other obligations may be inconsistent with one another or be interpreted or asserted to be inconsistent with our business or practices. We anticipate needing to dedicate substantial resources to comply with laws, regulations, and other obligations relating to privacy and data security in order to comply. Any failure or alleged or perceived failure to comply with any applicable laws, regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a negative impact on our business, financial condition, prospects and results of operations. **** **We are subject to various existing and future environmental health and safety laws, which may result in increased compliance costs or additional operating costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that could adversely impact our financial results or operations.** Our Company and our operations, as well as our contractors, suppliers, and customers, are subject to numerous federal, state, local and foreign environmental laws and regulations governing, among other things, the generation, storage, transportation, and disposal of hazardous substances and wastes. We are also subject to a variety of product stewardship and manufacturer responsibility laws and regulations, primarily relating to the collection, reuse and recycling of electronic waste, as well as regulations regarding the hazardous material contents of electronic product components and product packaging, andnon-hazardouswastes. We or others in our supply chain may be required to obtain permits and comply with procedures that impose various restrictions and operations that could have adverse effects on our operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operations requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business. There are also significant capital, operating and other costs associated with compliance with these environmental laws and regulations. 25 Environmental and health and safety laws and regulations are subject to change and may become more stringent in the future, such as through new regulations enacted at the supranational, national,sub-national,and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, could cause additional expenditures, restrictions, and delays in connection with our operations as well as our other future projects, or may require us to manufacture with alternative technologies and materials. Our manufacturing process creates regulated air emissions which are typically managed within established permit limits by available emissions control technology. Should permitted limits or other requirements change in the future, the Company may be required to install additional, more costly control technology. If we were to violate any such permit or related permit conditions, we may incur significant fines and penalties. We rely on third parties to ensure compliance with certain environmental laws, including those relating to the disposal of wastes. Any failure to properly handle or dispose of wastes, regardless of whether such failure is ours or our contractors, may result in liability under environmental laws, as well as liability for any impacts to human health or natural resources. The costs of liability with respect to contamination could have a material adverse effect on our business, financial condition, or results of operations. Additionally, we may not be able to secure contracts with third parties and contractors to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations. Our research and development activities expose our employees to potential occupational hazards such as, but not limited to, the presence of hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Employees may be exposed to toxic hydrogen sulfide as a result of the components we use being exposed to moisture. If released in an uncontrolled manner, this hydrogen sulfide can create hazardous working conditions. Consequences may include litigation, fines, increased insurance premiums, mandates to temporarily halt production, workers compensation claims, or other actions that impact our brand, finances, or ability to operate. Some of our operations involve the manufacture and/or handling of a variety of explosive and flammable materials. We might experience incidents such as leaks and ruptures, explosions, fires, transportation accidents involving our chemical products, chemical spills and other discharges or releases of toxic or hazardous substances or gases and environmental hazards in the future or that these incidents will not result in production delays or otherwise have a material adverse effect on our business, financial condition or results of operations, for which we may not be adequately insured. **** **We are or will be subject to anti-corruption and anti-bribery and anti-money laundering and similar laws, andnon-compliancewith such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.** We are subject to the FCPA, the U.S.domestic bribery statute contained in 18 U.S.C. 201, the U.S.Travel Act, and possibly other anti-bribery and anti-corruption laws and anti-money laundering laws in various jurisdictions in which we conduct, or in the future may conduct, activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recentyears and are interpreted broadly to generally prohibit us and our officers, directors, employees, business partners agents, representatives and third-party intermediaries from corruptly offering, promising, authorizing or providing, directly or indirectly anything of value to recipients in the public or private sector. 26 We may leverage third parties to sell our battery products and conduct our business abroad. We, our officers, directors, employees, business partners agents, representatives and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize such activities. We cannot assure you that all of our officers, directors, employees, business partners agents, representatives and third-party intermediaries will not take actions in violation of applicable law, for which we may be ultimately held responsible. As our international activities and sales expand, our risks under these laws may increase. These laws also require companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls and compliance procedures designed to prevent any such actions. While we have certain policies and procedures to address compliance with such laws, we cannot assure you that none of our officers, directors, employees, business partners agents, representatives and third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could subject us to whistleblower complaints, adverse media coverage, investigations, settlements, prosecutions, enforcement actions, fines, damages, loss of export privileges, and severe administrative, civil and criminal sanctions, suspension or debarment from government contracts, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our reputation, business, financial condition, prospects and results of operations. Responding to any investigation or action will likely result in a materially significant diversion of managements attention and resources and significant defense costs and other professional fees. **** **Recent and potential tariffs imposed by the U.S.government or a global trade war could increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations.** The U.S.government has and continues to make significant changes in U.S.trade policy and has taken certain actions that could negatively impact U.S.trade, including imposing tariffs on certain goods imported into the UnitedStates. In retaliation, China has implemented, and continues to evaluate imposing additional tariffs on a wide range of American products. There is also a concern that the imposition of additional tariffs by the UnitedStates could result in the adoption of tariffs by other countries as well, leading to a global trade war. More specifically, the U.S.government has from time to time imposed significant tariffs on certain product categories imported from China. Such tariffs, if expanded to other categories, could have a significant impact on our business, particularly the importation of parts of our batteries and certain production equipment that are manufactured in China. If we attempt to renegotiate prices with suppliers or diversify our supply chain in response to tariffs, such efforts may not yield immediate results or may be ineffective. We might also consider increasing prices to the end consumer; however, this could reduce the competitiveness of our products and adversely affect net sales. If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected. As of the date of this report, tariffs have not had a material impact on our business, but increased tariffs or trade restrictions implemented by the UnitedStates or other countries in connection with a global trade war could have a material adverse effect on our business, financial condition and results of operations. We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the UnitedStates and China or other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. Any further deterioration in the relations between the UnitedStates and China could exacerbate these actions and other governmental intervention. For example, a future event that created additional U.S.-China tensions could potentially increase the risks associated with the business and operations of U.S.-based technology companies in China. The U.S.or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere with our ability to sell products in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the UnitedStates and its trading partners, especially China, could result in a global economic slowdown and long-term changes to global trade, including retaliatory trade restrictions that restrict our ability to operate in China. Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes would be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes. **** 27 **** **Risks Related to Ownership of Our Common Stock** **** **A significant portion of Solidions Common Stock is restricted from immediate resale, but may be sold into the market in the future pursuant to registration rights granted to the holders thereof. The exercise of such rights could cause the market price of Solidions Common Stock to drop significantly, even if our business is doing well.** The market price of shares of Solidions Common Stock could decline as a result of substantial sales of common stock, particularly by our significant stockholders, a large number of shares of common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. G3 and certain other stockholders of Solidion entered into a registration rights agreement (the Registration Rights Agreement) with Solidion. An aggregate of 78,616,000 shares of Common Stock will be entitled to registration pursuant to the Registration Rights Agreement, which consist of 3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division of Benchmark Investments, LLC, 5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor, and 69,800,000 shares of stock issued to the HBC Shareholders as Merger Consideration. Up to an additional 22,500,000 shares of common stock may be entitled to registration under the Registration Rights Agreement in the event that the Earnout Shares vest in accordance with the terms of the Merger Agreement. At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Each of G3 and the Sponsor are entitled to exercise two demand registrations under the Registration Rights Agreement. If at any time following the Closing, Solidion proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration rights and piggy-back registration rights under the Registration Rights Agreement are subject to certain requirements and customary conditions. In addition, the maximum number of shares of common stock underlying the Series C Warrants and Series D Warrants would be an aggregate of approximately 123,076,923 shares and 49,320,990 shares, respectively, and the Company has included these shares in a shelf registration statement on Form S-1 that has not yet been declared effective. As such, sales of a substantial number of shares of Solidions Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Solidions Common Stock. 28 **** **Solidion is a controlled company within the meaning of Nasdaq listing standards and, as a result, qualifies for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.** Because G3 holds approximately 85.3% of the voting power of Solidion, Solidion qualifies as a controlled company within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that (i)a majority of our board of directors consist of independent directors, (ii)we have a compensation committee that is composed entirely of independent directors and (iii)director nominees be selected or recommended to the board by independent directors. We do not plan to rely upon the controlled company exemptions. However, Solidion may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. Solidion may rely on the corporate governance exemptions only so long as we qualify as a controlled company. To the extent we rely on any of these exemption, our public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our public shares. **** **We may issue additional shares of Solidions Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.** We may issue additional shares of Solidions Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan, without stockholder approval, in a number of circumstances. Our issuance of additional shares of Solidions Common Stock or other equity securities of equal or senior rank could have the following effects: | | your proportionate ownership interest in Solidion will decrease; | | | | the relative voting strength of each previously outstanding share of common stock may be diminished; or | | | | the market price of our shares of Solidion stock may decline. | | **** **A market for Solidions securities may not continue, which would adversely affect the liquidity and price of Solidions securities.** The price of Solidions securities may fluctuate significantly due to general market and economic conditions. An active trading market for Solidions securities may not be sustained. In addition, the price of Solidions securities can vary due to general economic conditions and forecasts, Solidions general business condition and the release of Solidions financial reports. Additionally, if Solidions securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of Solidions securities may be more limited than if Solidion was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained. **** 29 **** **There can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless.** The exercise price for our Public Warrants is $11.50 per share. There can be no assurance that the Public Warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of Public Warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer& Trust Company, as warrant agent, and us, dated March 10, 2022, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. Our ability to amend the terms of the Public Warrants with the consent of a majority of the then-outstanding Public Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of shares of Solidion Common Stock purchasable upon exercise of a Public Warrant. **** **Solidion may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants.** We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last sale price of Solidion Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20)trading days within a thirty (30)trading-day period ending on the thirdtrading day prior to proper notice of such redemption and provided that certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Solidion Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Solidion Common Stock is available throughout the thirty (30-)day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders thereof to (i)exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii)sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii)accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants. **** **If securities or industry analysts do not publish or cease publishing research or reports about Solidion, its business, or its market, or if they change their recommendations regarding Solidions Common Stock adversely, then the price and trading volume of Solidions Common Stock could decline.** The trading market for Solidions Common Stock is influenced by the research and reports that industry or securities analysts may publish about us, Solidions business and operations, Solidions market, or Solidions competitors. Securities and industry analysts do not currently, and may never, publish research on Solidion. If no securities or industry analysts commence coverage of Solidion, Solidions stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover Solidion change their recommendation regarding Solidions stock adversely, or provide more favorable relative recommendations about Solidions competitors, the price of Solidions Common Stock would likely decline. If any analyst who may cover Solidion were to cease coverage of Solidion or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause Solidions stock price or trading volume to decline. **** 30 **** **Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect Solidions business, investments and results of operations.** Solidion will be subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, Solidion will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Solidions business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on Solidions business and results of operations. **** **The JOBS Act permits emerging growth companies like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.** We currently qualify as an emerging growth company as defined in Section2(a)(19)of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i)the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section404 of the Sarbanes-Oxley Act; (ii)the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii)reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i)the lastday of the fiscal year: (a)following March15, 2027, the fifth anniversary of our IPO; (b)in which we have total annual gross revenue of at least $1.07billion; or (c)in which we are deemed to be a large accelerated filer, which means the market value of Solidions common stock that is held by non-affiliates exceeds $700million as of the last businessday of our prior second fiscal quarter, and (ii)the date on which we have issued more than $1.0billion in non-convertible debt during the prior three-year period. In addition, Section107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section7(a)(2)(B)of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. We cannot predict if investors will find Solidions common stock less attractive because we rely on these exemptions. If some investors find Solidions common stock less attractive as a result, there may be a less active trading market for Solidions common stock and our stock price may be more volatile. **** 31 **ITEM1B. UNRESOLVED STAFF COMMENTS** None. **ITEM1C. CYBERSECURITY** **** **Cybersecurity Risk Management** Our management oversees the assessment and management of cybersecurity threats and regularly considers cybersecurity risks in the context of other material risks to the Company. In the event of any reportable cybersecurity incident, our management shall promptly notify our board of directors, including determining the necessary actions such as disclosure, mitigation, or other appropriate responses. We obtain input, as appropriate, for our cybersecurity risk management program on the security industry and threat trends from external experts. During the reporting period, we have not experienced any material cybersecurity incidents, which would require disclosure. In the course of our business operations, we collect, store, and process data, including information related to our employees, partners, collaborators, and vendors. To effectively manage cybersecurity risks, we have established a range of policies and procedures designed to prevent, detect, and respond to potential threats. Our Chief Executive Officer manages our external IT and cybersecurity experts. Under the CEOs direction, we work with trusted third-party information technology IT professionals who employ a variety of software tools to ensure the security of our systems. Additionally, we rely on reputable cybersecurity software vendors to further enhance our protection. The Company takes steps to manage cybersecurity risks by identifying, assessing, and addressing potential threats to our data and systems, ensuring our security measures are effective. We continuously monitor for cybersecurity risks using automated tools, test for potential threats, and maintain standards, policies, and procedures to guide our security practices. We use a variety of security tools across our systems, require multifactor authentication for access to critical systems, and enforce access control policies to help protect the data within those systems. We consult with outside counsel as appropriate, including on materiality analysis and disclosure matters, and our senior management makes the final materiality determinations and disclosure and other compliance decisions. Our management apprises our independent public accounting firm of matters and any relevant developments. Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. For more information on our cybersecurity related risks, see Item 1A Risk Factors of this Annual Report on Form 10-K. **Governance** The Audit Committee has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and it reports any findings and recommendations, as appropriate, to the full Board for consideration. **ITEM2. PROPERTIES** We maintain our corporate headquarters located at 13355 Noel Rd., Suite 1100, Dallas, Texas, and our telephone number is (972) 918-5120. We maintain our research and development and manufacturing operations located in Dayton, Ohio, where we own a building of approximately 27,646square feet and lease a building of approximately 7,097 square feet. **ITEM3. LEGAL PROCEEDINGS** From time to time, a public company can become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. **ITEM4. MINE SAFETY DISCLOSURES** None. 32 **** **PART II** **ITEM5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** Our Common Stock have traded on the Nasdaq Global Market, or Nasdaq, under the symbol STI on February 5, 2024. Prior to that date, Nubias Class A Common Stock and Public Warrants were listed on the Nasdaq Global under the symbols NUBI and NUBIW respectively. **Holders of Record** As of April 14, 2025, there were 27 holders of record of our common stock. The actual number of stockholders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares of common stock are held in street name by banks, brokers and other nominees. **Dividends** We have not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. **Securities Authorized for Issuance Under Equity Compensation Plans** None. **Recent Sales of Unregistered Securities** None. **Purchases of Equity Securities by the Issuer and Affiliated Purchasers** None. **ITEM6. [RESERVED]** None. **ITEM7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** *References in this report (the Annual Report) to we, us or the Company refer to Solidion Technology, Inc. References to our management or our management team refer to our officers and directors. The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.* **** **Cautionary Note Regarding Forward-Looking Statements** This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would, expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. 33 **Overview** Solidion Technology, Inc. is a Dallas, TX, USA-based advanced battery technology company focused on the development and commercialization of battery materials, components, cells, and selected module/pack technologies. Solidion holds a portfolio of over 550 patents, covering innovations such as high-capacity, non-silane gas and graphene-enabled silicon anodes, biomass-based graphite, advanced lithium-sulfur and lithium-metal technologies. Solidion offers two lines of battery products: (i) advanced anode materials (ready for production expansion); and (ii) three classes of solid-state batteries, including Silicon-rich all-solid-state lithium-ion cells (Gen 1), anode less lithium metal cells (Gen 2), and lithium-sulfur cells (Gen 3), all featuring an advanced polymer- or polymer/inorganic composite-based solid electrolyte that is process-friendly. **History** Honeycomb Battery Company Merger On February 2, 2024, Nubia Brand International Corp., a Delaware corporation (Nubia and after the Transactions described herein, Solidion or Solidion Technology, Inc.), consummated a merger (the Closing) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the Merger Agreement), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (HBC), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (Merger Sub). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the Merger, and the transactions contemplated by the Merger Agreement, the Transactions), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed Solidion Technology, Inc. upon Closing. We received net proceeds from the Merger totaling $17,555. The Company is applying the proceeds from the Merger toward its corporate growth strategy related to the commercialization of our battery technology and the scaling of its manufacturing operations. Equity Financings On March 13, 2024, Solidion entered into a private placement transaction (the March Private Placement), pursuant to a Securities Purchase Agreement (the March Subscription Agreement) with certain institutional investors (the Purchasers) for aggregate gross proceeds of $3,850,000, before deducting fees to the placement agent and other expenses payable by the Company in connection with the March Private Placement. The net proceeds from the March Private Placement were used for working capital and general corporate purposes. The March Private Placement closed on March 15, 2024. As part of the March Private Placement, the Company issued an aggregate of 5,133,332 units and pre-funded units (collectively, the Units) at a purchase price of $0.75 per unit (less $0.0001 per pre-funded unit). Each Unit consists of (i) one share of Solidion Common Stock, (ii) two Series A warrants (Series A Warrants) each to purchase one share of Common Stock, and (iii) one Series B warrant (Series B Warrants) to purchase such number of shares of Common Stock as determined on the reset date, and in accordance with the terms therein. The reset period ended on July 2, 2024 (the Reset Date), with the lowest 10-day VWAP on June 28, 2024, being $0.4347. Consequently, the reset price was established at $0.3478. As a result, the Series A Warrants and Series B Warrants held by investors were reset to 22,141,701 shares and 5,749,598 shares, respectively. As of December 31, 2024, investors had exercised 13,742,879 Series A Warrants and 5,749,598 Series B Warrants, resulting in the issuance of 19,492,477 common shares. As of December 31, 2024, 8,398,822 Series A Warrants and no Series B Warrants remained outstanding. On August 30, 2024, the Company entered into a private placement transaction (the August Private Placement), pursuant to a Securities Purchase Agreement (the August Subscription Agreement) with certain institutional investors (the Purchasers) for aggregate gross proceeds of $4,000,000, before deducting fees to the placement agent and other expenses payable by the Company in connection with the August Private Placement. The Company intends to use the net proceeds from the August Private Placement for working capital and general corporate purposes. As part of the August Private Placement, the Company issued an aggregate of 12,217,468 units and pre-funded units (collectively, the Units) at a purchase price of $0.3274 per unit. Each Unit consists of (i) one share of common stock, par value $0.0001 per share of the Company (the Common Stock) (or one pre-funded warrant to purchase one share of Common Stock (the Pre-Funded Warrant)), (ii) two Series C warrants each to purchase one share of Common Stock (the Series C Warrant) and (iii) one Series D warrant to purchase such number of shares of Common Stock as determined on the Reset Date (as defined in Note 10) and in accordance with the terms therein (the Series D Warrant and together with the Pre-Funded Warrant and the Series C Warrant, the Warrants). The Company accounts for the outstanding Series A, Series B, Series C, and Series D warrants issued in connection with the March and August 2024 private placement financings (the PIPE Warrants) as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under ASC 815-40. 34 **Components of Results of Operations** **** **Revenue** **** The Company is focused on commercializing and manufacturing battery materials and next-generation battery cells. Historically, and during the periods presented, we have generated minimal revenue from product samples. We do not expect to begin generating significant revenue until we complete the commercialization process and build out manufacturing capacity. Future capacity may come from joint ventures with strategic partners, sourcing third-party manufacturing from our network, or pursuing mergers and acquisitions. **Operating Expenses** **** *Research and Development* Research and development expenses consist primarily of personnel expenses, including salaries, benefits, third party technology validation testing, equipment, engineering, maintenance of facilities, data analysis, and materials. *Selling, general and, administrative* Selling, general and administrative expenses primarily consist of personnel expenses, including salaries, benefits, and stock-based compensation related to executive management, finance, legal, and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, such rent, office supplies and information technology costs. **Other Income (Loss)** *Change in fair value of Derivative Liabilities* Change in fair value of Derivative Liabilities consists of fluctuations in the fair value of an agreement between the Company and investors facilitating future purchases of the Companys stock by the Investor based on a Monte Carlo simulation model. **** *Interest Income* Interest income is derived from the Companys operating cash account, which is periodically invested in short-term money market funds. *Interest Expense* Interest expense consists primarily of the interest on the Companys short-term notes and D&O insurance premium financing arrangement. **** **Results of Operations** This data should be read in conjunction with Solidions financial statements and accompanying notes. These results of operations are not necessarily indicative of future performance. 35 **Summary of Statements of Operations for the Years Ended December 31, 2024 and 2023** | | | Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | | | | | | | | | | Net sales | | $ | - | | | $ | 6,944 | | | | Cost of goods sold | | | - | | | | - | | | | Operating expenses | | | 13,299,537 | | | | 5,329,623 | | | | Total other income (loss) | | | (12,629,466 | ) | | | (1,945 | ) | | | Net loss | | $ | (25,929,003 | ) | | $ | (5,324,624 | ) | | *Operating Expenses* Operating expenses increased by $7,969,914 for the year ended December 31, 2024. This increase was primarily driven by third party validation testing of our proprietary silicon anode, professional fees, stock-based compensation, insurance, and other administrative costs associated with the Company operating as a public entity as of February 2, 2024. *Other Income (loss)* Other loss increased by $12,627,521 for the year ended December 31, 2024. This increase was largely driven by a gain of $18,011,100 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the March and August private placement financing. This was offset by a loss of $30,281,475 from the issuance of common stock and warrants related to the convertible note and private placement financing activity. **Summary of Cash Flows for the Years Ended December 31, 2024 and 2023** | | | Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Net cash provided by (used in): | | | | | | | | | Operating Activities | | $ | (7,377,807 | ) | | $ | (4,068,302 | ) | | | Investing Activities | | | (246,074 | ) | | | (376,150 | ) | | | Financing Activities | | | 10,976,833 | | | | 3,823,657 | | | | Net increase (decrease) in cash | | $ | 3,352,952 | | | $ | (620,795 | ) | | *Net Cash used in Operating Activities* For the year ended December 31, 2024, cash used in operating activities was $7,377,807. This primarily resulted from a net loss of $25,929,003, which included non-cash gains and losses, driven by a gain of $18,011,100 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and private placement warrants, and a loss of $30,281,475 from the issuance of common stock and warrants related to the convertible note and private placement financing activity. These non-cash losses were added back to reconcile net loss to net cash used in operating activities, as part non-cash adjustments that also included depreciation and amortization, stock-based compensation and equity compensation expense for services, totaling $17,266,959. Additionally, changes in operating assets and liabilities provided $1,284,237 of cash from operating activities, driven primarily by a $1,344,669 increase in accounts payable and accrued expenses. The increase in accounts payable and accrued expenses was mainly due to higher accrual expense associated with the Company operating as a public entity as of February 2, 2024. For the year ended December 31, 2023, cash used in operating activities was $4,068,302. This primarily resulted from a net loss of $5,324,624, which included non-cash losses, depreciation and amortization, totaling $552,855 Additionally, changes in operating assets and liabilities provided $703,467 of cash from operating activities, driven primarily by a $872,485 increase amounts due to related parties. *Net Cash used in Investing Activities* For the year ended December 31, 2024, the Company used cash of $246,074 in investing activities consisting of capitalized patent costs. For the year ended December 31, 2023, the Company used cash of $376,150 in investing activities consisting of capitalized patent costs. 36 *Net Cash provided by Financing Activities* For the year ended December 31, 2024, the Company generated cash of $10,976,833 from financing activities. This primarily resulted from proceeds from private placement financing, and warrant exercises of $7,850,000 and $4,259,241, respectively. These increases were offset by repayment of short-term notes and related party advances of $1,389,146 and $1,026,091, respectively. For the year ended December 31, 2023, the Company generated cash of $3,823,657 from financing activities, consisting of capital contributions by G3. **Going Concern Considerations, Liquidity and Capital Resources** Since Solidions inception, the Company has experienced recurring net losses and has generated minimal sales. This raises substantial doubt about the Companys ability to continue as a going concern. Managements ability to fund our operations and capital expenditures depends on our ability to raise additional external capital. This is subject to our future operating performance and general economic, financial, competitive, legislative, regulatory, and other conditions, some of which are beyond our control. We are currently engaged in discussions with various financing counterparties to secure sufficient capital to meet our business needs for the foreseeable future. The Company plans to finance its operations with proceeds from the sale of equity securities, government grants and loans, or debt; however, there is no assurance that managements plans to obtain additional debt, grants or equity financing will be successfully implemented or implemented on terms favorable to the Company. As of December 31, 2024, we had an accumulated deficit of $115,880,509. Additionally, $1,400,717 in NUBI transaction costs incurred at the Closing Date in connection with the Merger remain outstanding and are due within the next twelve months. For the year ended December 31, 2024, we incurred losses from operations totaling $25,929,003 and net cash used in operating activities of $7,377,807. We expect to continue to incur such losses for at least the next twelve (12) months. **Critical Accounting Estimates** ** We prepare our financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statement that require estimation but are not deemed critical, as defined above.We have identified the following as our critical accounting estimate as of and for the year ended December 31, 2024: **Forward Purchase Agreement** The Company accounts for the forward purchase agreement as either equity-classified or liability-classified instruments based on an assessment of the Forward Purchase Agreement (FPA) specific terms and applicable authoritative guidance in FASB ASC 480 Distinguishing Liabilities from Equity (ASC 480), and FASB ASC 815, Derivatives and Hedging (ASC 815). The assessment considers whether the FPA is a freestanding financial instrument pursuant to ASC 480, meets the definition of a liability pursuant to ASC 480, and whether the FPA meets all of the requirements for equity classification under ASC 815, including whether the FPA is indexed to the Companys own common shares and whether the FPA holders could potentially require net cash settlement in a circumstance outside of the Companys control, among other conditions for equity classification. This assessment is conducted at the time of FPA issuance and as of each subsequent quarterly period end date while the FPA is outstanding. 37 For issued or modified FPA that meet all of the criteria for equity classification, the FPA is required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified FPAs that do not meet all of the criteria for equity classification, the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for outstanding FPA as liability-classified instrument. The fair value of the FPA is Level 3. The determination of the fair value requires significant estimates and judgments. Please see Note 14 Fair Value Measurements to the financial statements for the significant assumptions and estimates. Changes in the significant assumptions and estimates could materially impact the valuation and the amounts recorded in the financial statements. **Recently Adopted Accounting Standards** In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. The standard did not change the definition of a segment, the method for determining segments or the criteria for aggregating operating segments into reportable segments. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption is required for all prior periods presented in the financial statements. The Company adopted the amendment effective January 1, 2024 for annual reporting purposes. The adoption did not have a material impact to the Companys financial statements or disclosures. **Recently Issued Accounting Standards** In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Companys management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures. **ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** As a smaller reporting company, we are not required to make disclosures under this Item. **ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** Our financial statements and the notes thereto begin on page F-1 of this Annual Report. **ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** None. **ITEM9A. CONTROLS AND PROCEDURES** **Evaluation of Disclosure Controls and Procedures** Based on an evaluation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2024, because of certain material weaknesses in our internal control over financial reporting, as further described below. Notwithstanding these material weaknesses, our management concluded that our consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with accounting principles generally accepted in the United States (U.S. GAAP). 38 **Managements Report on Internal Control Over Financial Reporting** The management of Solidion Technology, Inc.is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of Solidions internal control over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth in the framework in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under these criteria, management determined, based upon the existence of the material weaknesses described below, that we did not maintain effective internal control over financial reporting as of December 31, 2024. *Material Weaknesses* A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified deficiencies in the principles associated with the control environment, risk assessment, control activities, information & communication, and monitoring components of internal control, based on the criteria established by the COSO framework, that constitute material weaknesses, either individually or in the aggregate as described below. Control Environment: Solidion does not maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including those related to complex and/or non-routine transactions. Additionally, Solidion did not implement sufficient segregation of duties within its financial reporting function in order to demonstrate independence and proper oversight. This material weakness contributed to the additional material weaknesses further described below. Risk Assessment: Solidion did not design and implement an effective risk assessment based on the criteria established in the COSO framework. A material weakness, either individually or in the aggregate, was identified pertaining to (i) identifying, assessing, and communicating appropriate objectives; (ii) identifying and analyzing risks to achieve these objectives; and (iii) implementing an effective risk assessment to identify and assess changes in the business if such changes were to occur. Control Activities: Solidion did not effectively design and implement control activities to support the operating effectiveness of controls to prevent and detect potential material errors based on the criteria established in the COSO framework. As a result, the following control deficiencies constitute material weaknesses, individually or in the aggregate: (i) ineffective controls related to the review and approval of journal entries and reconciliations, and (ii) a lack of appropriate accounting policies and procedures. Information and Communication: We identified control deficiencies that constitute material weaknesses, either individually or in the aggregate, related to (i) internal communication of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control; and (ii) communicating relevant information to external parties timely. Monitoring: Solidion did not maintain effective monitoring activities to determine whether the components of internal control over financial reporting were present and functioning based on the criteria established in the COSO framework. **Remediation Plans and Status** We are committed to maintaining a strong internal control environment and implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated as soon as practicable. We plan to engage a third party to assist in our remediation efforts. We will design and implement a risk assessment process and establish processes and controls to support an effective control environment. These actions are intended to enable Solidion to enhance our monitoring of our internal controls over financial reporting as well as enhance required communication. In addition, we will design and implement controls to address material weaknesses in control activities including the proper review and approval of journal entries and reconciliations. As Solidion continues to evaluate its internal controls, it may take additional remediation actions. The material weaknesses will be considered remediated when Solidions management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Solidions management will monitor the effectiveness of its remediation plans and will make changes management determines to be appropriate. **Changes in Internal Control over Financial Reporting** **** Except for the identification of the material weaknesses described above, there were no changes during the quarter ended December 31, 2024, in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **ITEM9B. OTHER INFORMATION** None. **ITEM9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS** None. 39 **** **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE** Information about our executive officers is contained in the section titled Executive Officers in Part I of this Annual Report. The other information required by this Item will be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions Director Nominees, Continuing Members of the Board of Directors, Additional Information Concerning the Board of Directors of the Company, Committees of the Board of Directors and Section 16(a) Beneficial Ownership Reporting Compliance, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report. **** **ITEM 11. EXECUTIVE COMPENSATION** The information required by this Item will be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions Executive Compensation and Director Remuneration, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report. **** **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** The information required by this Item will be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the caption Security Ownership of Certain Beneficial Owners and Management and Securities Authorized for Issuance under Equity Compensation Plans, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report. **** **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE** The information required by this Item will be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions Certain Relationships and Related Party Transactions and Director Independence, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report. **** **ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES** **Public Accounting Fees** The firms of Deloitte & Touche LLP (Deloitte) and GBQ Partners (GBQ) act as our independent registered public accounting firms. The following is a summary of fees billed by Deloitte and GBQ for services rendered. *Audit Fees.* For the years ended December 31, 2024, and 2023, fees for our independent registered public accounting firms were approximately $775,985 and $98,500, respectively, for audit services performed by Deloitte and GBQ in connection with the audit of our financial statements included in this Annual Report on Form 10-K. *Audit-Related Fees.*For the years ended December 31, 2024 and 2023, Deloitte and GBQ did not render audit-related services. Tax Fees. For the years ended December 31, 2024 and 2023, Deloitte and GBQ did not render tax compliance, tax advice and tax planning services. *All Other Fees.* For the year ended December 31, 2024 and 2023, there were no fees billed for products and services provided by Deloitte and GBQ other than those set forth above. 40 **PART IV** **ITEM15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** (a) Financial Statements: | (1) | The financial statements required to be included in this Annual Report on Form10-K are included in Item8 therein. | | | (2) | All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable. | | | (3) | See attached Exhibit Index of this Annual Report on Form10-K | | 41 **SOLIDION TECHNOLOGY, INC.** **TABLE OF CONTENTS** | | Page | | | Reports of Independent Registered Public Accounting Firm (PCAOB Firm #34) | F-2 | | | Reports of Independent Registered Public Accounting Firm (PCAOB Firm #1808) | F-3 | | | Consolidated and Combined Financial Statements: | | | | Balance Sheets | F-4 | | | Statements of Operations | F-5 | | | Statements of Changes in Stockholders Equity (Deficit) | F-6 | | | Statements of Cash Flows | F-7 | | | Notes to Consolidated and Combined Financial Statements | F-8 | | F-1 **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the shareholders and the Board of Directors of Solidion Technology, Inc. **Opinion on the Financial Statements** We have audited the accompanying consolidated and combined balance sheet of Solidion Technology, Inc. and subsidiaries (the Company) as of December 31, 2024, the related consolidated and combined statements of operations, changes in stockholders (deficit) equity, and cash flows, for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (US GAAP). **Substantial Doubt About the Entitys Ability to Continue as a Going Concern** The accompanying financial statements for the year ended December 31, 2024 have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced recurring net losses and net cash used in operating activities, has generated minimal sales, is not in compliance with Nasdaq listing rules, and has stated that substantial doubt exists about its ability to continue as going concern. Managements evaluation of the events and conditions and managements plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Dayton, Ohio April 15, 2025 We have served as the Companys auditor since 2024. F-2 **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Shareholders and the Board of Directors of Solidion Technology, Inc. **** **Opinion on the Financial Statements** We have audited the accompanying combined carved-out balance sheet of the Battery Group of Global Graphene Group, Inc. (the Company) as of December 31, 2023 and the related combined carved-out statements of operations, parents net equity and cash flows for the year then ended (collectively referred to as the financial statements). In our opinion, the carved-out financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. **Continuation as a Going Concern** The accompanying combined carved-out financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Summary of Significant Accounting Policies note to the financial statements, the Company has experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in the notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ GBQ Partners LLC We served as the Companys auditor from 2022 to 2024 Columbus, Ohio April 15, 2024 **** F-3 **** **SOLIDION TECHNOLOGY, INC.** **CONSOLIDATED AND COMBINED BALANCE SHEETS** | | | December31, 2024 | | | December31, 2023 | | | | ASSETS | | | | | | | | | Current Assets: | | | | | | | | | Cash | | $ | 3,353,732 | | | $ | 780 | | | | Accounts receivable | | | 999 | | | | 2,164 | | | | Other receivable | | | 302,500 | | | | 187,500 | | | | Inventory | | | 24,430 | | | | 22,730 | | | | Prepaid expenses | | | 206,784 | | | | 44,892 | | | | Total Current Assets | | | 3,888,445 | | | | 258,066 | | | | | | | | | | | | | | | Property and Equipment, net of depreciation | | | 2,094,536 | | | | 2,319,152 | | | | Patents, net of amortization | | | 1,972,830 | | | | 1,852,649 | | | | Total Assets | | $ | 7,955,811 | | | $ | 4,429,867 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 2,135,586 | | | $ | 144,923 | | | | Income taxes payable | | | 6,369 | | | | - | | | | Excise tax payable | | | 909,871 | | | | - | | | | Derivative liabilities | | | 25,272,650 | | | | - | | | | Due to related party | | | 87,873 | | | | 872,485 | | | | Convertible notes | | | 527,500 | | | | - | | | | Short-term notes payable | | | 1,917,962 | | | | - | | | | Total Liabilities | | | 30,857,811 | | | | 1,017,408 | | | | | | | | | | | | | | | Commitments and contingencies (Note 7) | | | | | | | | | | | | | | | | | | | | | | Stockholders Equity (Deficit): | | | | | | | | | | | Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | | | - | | | | - | | | | Common stock, $0.0001 par value, 300,000,000 shares authorized, 131,697,982 and 69,800,000 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | | | 13,169 | | | | 6,980 | | | | Additional paid-in capital | | | 93,045,581 | | | | 28,850,985 | | | | Stock subscription receivable | | | (80,241 | ) | | | - | | | | Accumulated deficit | | | (115,880,509 | ) | | | (25,445,506 | ) | | | Total Stockholders Equity (Deficit) | | | (22,902,000 | ) | | | 3,412,459 | | | | Total Liabilities and Stockholders Equity (Deficit) | | $ | 7,955,811 | | | $ | 4,429,867 | | | **** The accompanying notes are an integral part of these consolidated financial statements. F-4 **** **SOLIDION TECHNOLOGY, INC.** **CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS** **** | | | Year Ended December31, | | | | | 2024 | | 2023 | | | Net sales | | $ | - | | | $ | 6,944 | | | | Cost of goods sold | | | - | | | | - | | | | Gross profit | | | - | | | | 6,944 | | | | | | | | | | | | | | | Operating Expenses | | | | | | | | | | | Research and development | | | 2,375,163 | | | | 3,023,435 | | | | Selling, general and administrative | | | 10,924,374 | | | | 2,306,188 | | | | Total operating expenses | | | 13,299,537 | | | | 5,329,623 | | | | | | | | | | | | | | | Operating loss | | | (13,299,537 | ) | | | (5,322,679 | ) | | | | | | | | | | | | | | Other Income (Expense) | | | | | | | | | | | Change in fair value of derivative liabilities | | | 18,011,100 | | | | - | | | | Loss on issuance of common stock and warrants | | | (30,281,475 | ) | | | - | | | | Interest income | | | 13,806 | | | | - | | | | Interest expense | | | (366,963 | ) | | | - | | | | Other (expense) | | | (5,934 | ) | | | (1,945 | ) | | | Total other income (expense) | | | (12,629,466 | ) | | | (1,945 | ) | | | | | | | | | | | | | | Net (loss) income before provision for income taxes | | | (25,929,003 | ) | | | (5,324,624 | ) | | | | | | | | | | | | | | Provision for income taxes | | | - | | | | - | | | | | | | | | | | | | | | Net Income (loss) | | $ | (25,929,003 | ) | | $ | (5,324,624 | ) | | | | | | | | | | | | | | Weighted average number of shares of common stock outstanding basic and diluted | | | 99,683,113 | | | | 69,800,000 | | | | Basic and diluted net income (loss) per share of common stock | | $ | (0.26 | ) | | $ | (0.08 | ) | | The accompanying notes are an integral part of these consolidated financial statements. F-5 **SOLIDION TECHNOLOGY, INC.** **** **Consolidated AND COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERs (DEFICIT) EQUITY** **** **FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023** | | | | | | | | | Additional | | | | | | Stock | | | Stockholders | | | | | | Common Stock | | | Paid-in | | | Accumulated | | | Subscription | | | Equity | | | | | | Shares | | | Amount | | | Capital | | | Deficit | | | Receivable | | | (Deficit) | | | | Balance at December 31, 2022 | | | | | | $ | | | | $ | 26,104,308 | | | $ | (20,120,882 | ) | | | | | | $ | 5,983,426 | | | | Retroactive application of recapitalization to December 31, 2022 | | | 69,800,000 | | | | 6,980 | | | | (6,980 | ) | | | | | | | | | | | | | | | Adjusted beginning balance | | | 69,800,000 | | | | 6,980 | | | | 26,097,328 | | | | (20,120,882 | ) | | | | | | | 5,983,426 | | | | Contributions and net transfers with related parties | | | | | | | | | | | 2,753,657 | | | | | | | | | | | | 2,753,657 | | | | Net loss | | | | | | | | | | | | | | | (5,324,624 | ) | | | | | | | (5,324,624 | ) | | | Balance at December 31, 2023 | | | 69,800,000 | | | $ | 6,980 | | | $ | 28,850,985 | | | $ | (25,445,506 | ) | | | | | | $ | 3,412,459 | | | | Capital contributions from related party | | | | | | | | | | | 487,273 | | | | | | | | | | | | 487,273 | | | | Issuance of common stock upon consummation of the Merger | | | 6,004,741 | | | | 600 | | | | (27,888,519 | ) | | | | | | | | | | | (27,887,919 | ) | | | Conversion of convertible notes into common stock upon consummation of the Merger | | | 5,962,325 | | | | 596 | | | | 3,174,404 | | | | | | | | | | | | 3,175,000 | | | | Stock subscription receivable | | | | | | | | | | | | | | | | | | | (80,241 | ) | | | (80,241 | ) | | | Earnout Arrangement | | | | | | | | | | | 63,600,000 | | | | (63,600,000 | ) | | | | | | | | | | | Contingent consideration | | | | | | | | | | | 906,000 | | | | (906,000 | ) | | | | | | | | | | | Convertible note stock issuance loss | | | | | | | | | | | 2,805,678 | | | | | | | | | | | | 2,805,678 | | | | Private Placements | | | 17,350,800 | | | | 1,735 | | | | 12,930,262 | | | | | | | | | | | | 12,931,997 | | | | Issuance costs in connection with the Private Placements | | | | | | | | | | | (419,499 | ) | | | | | | | | | | | (419,499 | ) | | | Shares issued from exercise of Series A Warrants | | | 13,742,879 | | | | 1,375 | | | | 4,255,907 | | | | | | | | | | | | 4,257,282 | | | | Shares issued from exercise of Series B Warrants | | | 5,749,598 | | | | 575 | | | | 1,384 | | | | | | | | | | | | 1,959 | | | | Issuance of common stock for Forward Purchase Agreement | | | 9,543,002 | | | | 954 | | | | (954 | ) | | | | | | | | | | | | | | | Issuance of common stock for Forward Purchase Agreement Compensation | | | 2,850,000 | | | | 285 | | | | 1,025,715 | | | | | | | | | | | | 1,026,000 | | | | Stock-based compensation to consultant | | | | | | | | | | | 700,000 | | | | | | | | | | | | 700,000 | | | | Shares issued to consultant | | | 694,637 | | | | 69 | | | | 249,931 | | | | | | | | | | | | 250,000 | | | | Stock-based compensation | | | | | | | | | | | 2,367,014 | | | | | | | | | | | | 2,367,014 | | | | Net Loss | | | | | | | | | | | | | | | (25,929,003 | ) | | | | | | | (25,929,003 | ) | | | Balance at December 31, 2024 | | | 131,697,982 | | | $ | 13,169 | | | $ | 93,045,581 | | | $ | (115,880,509 | ) | | $ | (80,241 | ) | | $ | (22,902,000 | ) | | The accompanying notes are an integral part of these consolidated financial statements. F-6 **** **SOLIDION TECHNOLOGY, INC.** **CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS** **** | | | For the Year Ended December31, | | | | | | 2024 | | | 2023 | | | | Cash Flows From Operating Activities: | | | | | | | | | Net loss | | $ | (25,929,003 | ) | | $ | (5,324,624 | ) | | | Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | | | | | Depreciation and amortization | | | 350,509 | | | | 552,855 | | | | Stock based compensation | | | 2,367,014 | | | | | | | | Equity compensation expense | | | 1,976,000 | | | | | | | | Non-cash interest expense | | | 303,061 | | | | | | | | Change in fair value of derivative liabilities | | | (18,011,100 | ) | | | | | | | Loss on issuance of common stock and warrants | | | 30,281,475 | | | | | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | 1,165 | | | | (1,127 | ) | | | Other receivable | | | | | | | (187,500 | ) | | | Inventory | | | (1,700 | ) | | | | | | | Prepaid expenses | | | 3,515 | | | | (12,168 | ) | | | Accounts payable and accrued expenses | | | 1,344,669 | | | | 31,777 | | | | Income taxes payable | | | (82,898 | ) | | | | | | | Excise taxes | | | 19,486 | | | | | | | | Due to related party | | | | | | | 872,485 | | | | Net Cash Used In Operating Activities | | | (7,377,807 | ) | | | (4,068,302 | ) | | | | | | | | | | | | | | Cash Flows From Investing Activities: | | | | | | | | | | | Capitalized patent costs | | | (246,074 | ) | | | (376,150 | ) | | | Net Cash Used In Investing Activities | | | (246,074 | ) | | | (376,150 | ) | | | | | | | | | | | | | | Cash Flows From Financing Activities: | | | | | | | | | | | Capital contributions from Global Graphene Group | | | 487,273 | | | | 3,823,657 | | | | Cash received from NUBI Trust | | | 25,160,047 | | | | | | | | Discount payment related to Non Redemption Agreement | | | (13,937,997 | ) | | | | | | | Payment for reimbursement of consideration shares related to the Forward Purchase Agreement payment | | | (2,193,800 | ) | | | | | | | Reimbursement for Recycled Shares related to Forward Purchase Agreement | | | (80,241 | ) | | | | | | | Transaction expenses in connection with the Merger | | | (8,948,009 | ) | | | | | | | Inflow from Merger | | | 17,555 | | | | | | | | Proceeds from convertible notes | | | 527,500 | | | | | | | | Proceeds from short-term notes | | | 670,000 | | | | | | | | Repayment of short-term notes | | | (1,389,146 | ) | | | | | | | Proceeds from issuance of common stock and warrants in connection with Private Placement | | | 7,850,000 | | | | | | | | Proceeds from issuance of common stock from exercise of warrants | | | 4,259,241 | | | | | | | | Issuance costs in connection with Private Placement | | | (419,499 | ) | | | | | | | Repayment of related party payable | | | (1,026,091 | ) | | | | | | | Net Cash Provided By Financing Activities | | | 10,976,833 | | | | 3,823,657 | | | | | | | | | | | | | | | Net change in cash | | | 3,352,952 | | | | (620,795 | ) | | | | | | | | | | | | | | Cash at beginning of period | | | 780 | | | | 621,575 | | | | Cash at end of period | | $ | 3,353,732 | | | $ | 780 | | | | | | | | | | | | | | | Supplemental disclosure | | | | | | | | | | | Cash paid for interest | | $ | 169,911 | | | $ | | | | | Cash paid for federal income taxes | | $ | 89,959 | | | $ | | | | | | | | | | | | | | | | Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | Issuance of Common Stock upon the closing of the Merger | | $ | 4,993 | | | $ | | | | | Capitalized interest to principal balance of short-term note payable | | $ | 24,061 | | | $ | | | | The accompanying notes are an integral part of these consolidated financial statements. F-7 **SOLIDION TECHNOLOGY, INC.** **NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS** **** **NOTE 1 DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN** Solidion Technology, Inc (the Company, Solidion or Solidion Technology), formerly known as Nubia Brand International Corp. prior to February 2, 2024, was incorporated in Delaware on June 14, 2021 and is an advanced battery technology company focused on the development and commercialization of next-generation battery materials, components, and energy storage solutions. Headquartered in Dallas, Texas, with research and development (R&D) and manufacturing operations in Dayton, Ohio, Solidion. On February 2, 2024, Nubia Brand International Corp., a Delaware corporation (Nubia and after the Transactions described herein, the Company, Solidion or Solidion Technology, Inc.), consummated the merger (the Closing) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the Merger Agreement), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (HBC), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (Merger Sub). HBC was formerly the energy solutions division of Global Graphene Group, Inc. (G3). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the Merger, and the transactions contemplated by the Merger Agreement, the Transactions), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed Solidion Technology, Inc. upon Closing. In accordance with the Merger Agreement the Company issued to the HBC stockholders aggregate consideration of 70,000,000 shares of Solidions common stock, minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties related to the G3 Tax Lien (the Closing Merger Consideration Shares) at the effective time of the Merger Agreement (the Effective Time), plus up to an additional 22,500,000 shares of Solidions common stock (the Earnout Shares) upon the occurrence of the following events (or earlier upon a change of control of Solidion but subject to (and only to the extent that) the valuation of Solidions common stock implied by such change of control transaction meeting the respective volume weighted average price (VWAP), as defined in the Merger Agreement, thresholds set forth below) (the Earnout Arrangement): | (i) | 5,000,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is thirty (30) days following the closing date of the Transactions (the Closing Date) until the second anniversary of the Closing Date, the VWAP of the shares of Solidions Class A common stock is greater than or equal to $12.50 per share (subject to any adjustment pursuant to the Merger Agreement); | | | (ii) | 7,500,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the date that is forty-two (42) months following the Closing Date, the VWAP of the shares of Solidions Class A common stock is greater than or equal to $15.00 per share (subject to any adjustment pursuant to the Merger Agreement); and | | | (iii) | 10,000,000 Earnout Shares if over any ten (10) trading days within any thirty (30) trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the fourth anniversary of the Closing Date, the VWAP of the shares of Solidions Class A common stock is greater than or equal to $25.00 per share (subject to any adjustment pursuant to the Merger Agreement). | | If, prior to the expiration of the earn out periods set forth in (i)-(iii) above, there occurs any transaction resulting in a change in control, and the corresponding valuation of Solidions Class A common stock, calculated inclusive of the Earnout Shares to be issued under the Earnout Arrangement, is greater than or equal to the amount set forth in (i)-(iii), as applicable, then, immediately prior to the consummation of such change in control, the event set forth in (i)-(iii), as applicable, if not previously satisfied, shall be deemed to have occurred, subject to the terms provided in the Merger Agreement. As of December 31, 2024, none of the Earnout Shares had been earned by G3. F-8 The Merger was accounted for as a common control transaction with respect to HBC which is akin to a reverse recapitalization. This conclusion was based on the fact that G3 had a controlling financial interest in HBC prior to the Merger and has a controlling financial interest in Solidion (which includes HBC as a wholly owned subsidiary). Net assets of Nubia were stated at their historical carrying amounts with no goodwill or intangible assets recognized in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Merger with respect to HBC was not treated as a change in control due primarily to G3 receiving the controlling voting stake in Solidion and G3s ability to nominate a majority of the board of directors of Solidion. Under the guidance in ASC 805 for transactions between entities under common control, the assets and liabilities of HBC and Nubia are recognized at their carrying amounts on the date of the Merger. Under a reverse recapitalization, Nubia was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of HBC issuing stock for the net liabilities of Nubia, accompanied by a recapitalization. **** **Going Concern** The Companys financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the foreseeable future. Since the Companys inception, it has experienced recurring net losses and net cash used in operating activities and has generated minimal sales. For the year ended December 31, 2024, the Company recorded a net loss of $25,929,003, which included a gain of $18,011,100 due to the change in the fair value of derivative liabilities and a $30,281,475 loss due to the issuance of common stock and warrants, net cash used in operating activities of $7,377,807 and as of December 31, 2024, had cash and cash equivalents of $3,353,732. For the year ended December 31, 2023, the Company recorded a net loss of $5,324,624 and net cash used in operating activities of $4,068,302. The Company expects to continue to incur net losses and net cash used in operating activities in accordance with its operating plan and expects that expenditures will increase significantly in connection with its ongoing activities. As of the balance sheet date and up to the date that the financial statements were issued, the Company does not have availability under any debt agreements. Given the Companys projected operating requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations and meet its obligations through one year following the date that the financial statements were issued. In addition, the Company has received a notice from the Nasdaq related to their failure to maintain the minimum bid price requirement of $1 per share. The Company is not currently in compliance with the Nasdaq listing rules and if the Company does not regain compliance, the common stock of the Company could be delisted from the Nasdaq exchange. If the Companys common stock is delisted, it may affect the Companys ability to obtain financing, trade or sell shares of their common stock, and/or forecasted operations could be negatively impacted in an amount that the Company cannot currently quantify. These events and conditions raise substantial doubt about the Companys ability to continue as a going concern. As an early-stage growth company, the Companys ability to access capital is critical. The Company plans to finance its operations with proceeds from the sale of equity securities or debt; however, there is no assurance that managements plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Risks and Uncertainties** The Companys current business activities consist of development and commercialization of battery materials, components, cells, and selected module/pack technologies. The Company faces inherent risks associated with its operations, such as the ongoing development of its technology, marketing, and distribution channels, as well as the enhancement of its supply chain and manufacturing capabilities. Additionally, the need to recruit additional management and key personnel is vital. The success of the Companys development initiatives and the achievement of profitability hinge on various factors, including its ability to enter potential markets and secure sustainable financing in the future. The Companys future results of operations involve a number of risks and uncertainties. Factors that could affect the Companys future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals. F-9 **NOTE 2 CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS** **** Subsequent to the issuance of the interim financial information as of and for the period ended September 30, 2024, the Company identified an error related to the accounting for issuance costs associated with convertible notes. Specifically, approximately $2.8 million of non-cash, non-operating stock-based expense related to bonus shares was inadvertently omitted and not reflected in the financial statements for the first quarter of 2024. See Note 11 *Convertible Notes* for more details. As a result, the Company has revised its previously issued financial statements for the first, second, and third quarters of 2024 to reflect the correction of this material error, recording the issuance cost in issuance of Common stock and warrants within non-operating losses. The revision had no impact on total shareholders equity or cash flows, but it did increase net loss and increase additional paid-in capital in the affected periods. The revised quarterly financial information is included in this Annual Report on Form 10-K in the tables that follow. The audited annual financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. The restatements will be reflected in the comparative financial statements included in future filings of our 2024 unaudited condensed consolidated and combined financial statements within our Quarterly Reports on Form 10-Q. The impact of the restatement on the condensed consolidated and combined balance sheet as of March 31, 2024 is as follows: | | | March 31, 2024 (Unaudited) | | | | | | AsReported | | | Adjustments | | | As Restated | | | | Stockholders Equity (Deficit): | | | | | | | | | | | | Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | | | - | | | | - | | | | - | | | | Common stock, $0.0001 par value, 300,000,000 shares authorized, 86,900,398 issued and outstanding | | | 8,689 | | | | - | | | | 8,689 | | | | Additional paid-in capital | | | 79,158,563 | | | | 2,769,719 | | | | 81,928,282 | | | | Stock subscription receivable | | | (80,241 | ) | | | - | | | | (80,241 | ) | | | Accumulated deficit | | | (119,717,769 | ) | | | (2,769,719 | ) | | | (122,487,488 | ) | | | Total Stockholders Equity | | | (40,630,758 | ) | | | - | | | | (40,630,758 | ) | | The impact of the restatement on the condensed consolidated and combined balance sheet as of June 30, 2024 is as follows: | | | June 30, 2024 (Unaudited) | | | | | | AsReported | | | Adjustments | | | As Restated | | | | Stockholders Equity (Deficit): | | | | | | | | | | | | Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | | | - | | | | - | | | | - | | | | Common stock, $0.0001 par value, 300,000,000 shares authorized, 87,100,341 issued and outstanding | | | 8,709 | | | | - | | | | 8,709 | | | | Additional paid-in capital | | | 79,610,239 | | | | 2,769,719 | | | | 82,379,958 | | | | Stock subscription receivable | | | (80,241 | ) | | | - | | | | (80,241 | ) | | | Accumulated deficit | | | (97,699,353 | ) | | | (2,769,719 | ) | | | (100,469,072 | ) | | | Total Stockholders Equity | | | (18,160,646 | ) | | | - | | | | (18,160,646 | ) | | The impact of the restatement on the condensed consolidated and combined balance sheet as of September 30, 2024 is as follows: | | | September 30, 2024 (Unaudited) | | | | | | As Reported | | | Adjustments | | | As Restated | | | | Stockholders Equity (Deficit): | | | | | | | | | | | | Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | | | - | | | | - | | | | - | | | | Common stock, $0.0001 par value, 300,000,000 shares authorized, 117,340,914 issued and outstanding | | | 11,733 | | | | - | | | | 11,733 | | | | Additional paid-in capital | | | 85,617,896 | | | | 2,769,719 | | | | 88,387,615 | | | | Stock subscription receivable | | | (80,241 | ) | | | - | | | | (80,241 | ) | | | Accumulated deficit | | | (104,336,032 | ) | | | (2,769,719 | ) | | | (107,105,751 | ) | | | Total Stockholders Equity | | | (18,786,644 | ) | | | - | | | | (18,786,644 | ) | | F-10 The impact of the restatement on the condensed consolidated and combined statements of operations for the three months ended March 31, 2024, six months ended June 30, 2024 and nine months ended September 30, 2024 is as follows: | | | March 31, 2024 (Unaudited) | | | | | AsReported | | Adjustments | | As Restated | | | OTHER INCOME (EXPENSE) | | | | | | | | | Change in fair value of derivative liabilities | | | (8,182,500 | ) | | | - | | | | (8,182,500 | ) | | | Issuance of Common Stock and Warrants | | | (17,820,998 | ) | | | (2,769,719 | ) | | | (20,590,717 | ) | | | Interest income | | | 311 | | | | - | | | | 311 | | | | Interest expense | | | (3,739 | ) | | | - | | | | (3,739 | ) | | | Other income (expense) | | | (1 | ) | | | - | | | | (1 | ) | | | Total other expense | | | (26,006,927 | ) | | | (2,769,719 | ) | | | (28,776,646 | ) | | | | | | | | | | | | | | | | | | Net loss before income tax provision | | | (29,766,263 | ) | | | (2,769,719 | ) | | | (32,535,982 | ) | | | | | | | | | | | | | | | | | | Income tax provision | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | Net loss | | | (29,766,263 | ) | | | (2,769,719 | ) | | | (32,535,982 | ) | | | | | | | | | | | | | | | | | | Weighted average shares outstanding, basic and diluted | | | 78,198,418 | | | | 1,054,018 | | | | 79,252,436 | | | | | | | | | | | | | | | | | | | Basic and diluted net loss per share and diluted | | | (0.38 | ) | | | (0.03 | ) | | | (0.41 | ) | | | | | June 30, 2024 (Unaudited) | | | | | AsReported | | Adjustments | | As Restated | | | OTHER INCOME (EXPENSE) | | | | | | | | | Change in fair value of derivative liabilities | | | 16,784,200 | | | | - | | | | 16,784,200 | | | | Issuance of Common Stock and Warrants | | | (17,820,998 | ) | | | (2,769,719 | ) | | | (20,590,717 | ) | | | Interest income | | | 482 | | | | - | | | | 482 | | | | Interest expense | | | (22,923 | ) | | | - | | | | (22,923 | ) | | | Other income (expense) | | | 4,037 | | | | - | | | | 4,037 | | | | Total other expense | | | (1,055,202 | ) | | | (2,769,719 | ) | | | (3,824,921 | ) | | | | | | | | | | | | | | | | | | Net loss before income tax provision | | | (7,747,847 | ) | | | (2,769,719 | ) | | | (10,517,566 | ) | | | | | | | | | | | | | | | | | | Income tax provision | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | Net loss | | | (7,747,847 | ) | | | (2,769,719 | ) | | | (10,517,566 | ) | | | | | | | | | | | | | | | | | | Weighted average shares outstanding, basic and diluted | | | 82,556,000 | | | | 2,201,750 | | | | 84,757,750 | | | | | | | | | | | | | | | | | | | Basic and diluted net loss per share | | | (0.09 | ) | | | (0.03 | ) | | | (0.12 | ) | | | | | September 30, 2024 (Unaudited) | | | | | | AsReported | | | Adjustments | | | As Restated | | | | OTHER INCOME (EXPENSE) | | | | | | | | | | | | Change in fair value of derivative liabilities | | | 24,017,035 | | | | - | | | | 24,017,035 | | | | Issuance of Common Stock and Warrants | | | (27,475,797 | ) | | | (2,769,719 | ) | | | (30,245,516 | ) | | | Interest income | | | 2,055 | | | | - | | | | 2,055 | | | | Interest expense | | | (45,833 | ) | | | - | | | | (45,833 | ) | | | Other income (expense) | | | 3,665 | | | | - | | | | 3,665 | | | | Total other expense | | | (3,498,875 | ) | | | (2,769,719 | ) | | | (6,268,594 | ) | | | | | | | | | | | | | | | | | | Net loss before income tax provision | | | (14,384,526 | ) | | | (2,769,719 | ) | | | (17,154,245 | ) | | | | | | | | | | | | | | | | | | Income tax provision | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | Net loss | | | (14,384,526 | ) | | | (2,769,719 | ) | | | (17,154,245 | ) | | | | | | | | | | | | | | | | | | Weighted average shares outstanding, basic and diluted | | | 88,231,503 | | | | 2,587,120 | | | | 90,818,623 | | | | | | | | | | | | | | | | | | | Basic and diluted net loss per share | | | (0.16 | ) | | | (0.03 | ) | | | (0.19 | ) | | F-11 The impact of the restatement on the condensed consolidated and combined changes in stockholders (deficit) equity for the three months ended March 31, 2024 , six months ended June 30, 2024 and nine months ended September 30, 2024 is as follows: | | | Three Months Ended March 31, 2024 | | | | | | Additional | | | | | | Total Stockholders | | | | | | Paid-in | | | Accumulated | | | Equity | | | | | | Capital | | | Deficit | | | (Deficit) | | | | As Reported | | | | | | | | | | | | Balance at January 1, 2024, after retroactive application of recapitalization | | | 28,850,985 | | | | (25,445,506 | ) | | | 3,412,459 | | | | Convertible note stock issuance loss | | | | | | | | | | | | | | | Net loss | | | | | | | (29,766,263 | ) | | | (29,766,263 | ) | | | Balance at March 31, 2024 | | $ | 79,158,563 | | | $ | (119,717,769 | ) | | $ | (40,630,758 | ) | | | | | | | | | | | | | | | | | | Adjustments | | | | | | | | | | | | Balance at January 1, 2024, after retroactive application of recapitalization | | | | | | | | | | | | Convertible note stock issuance loss | | | 2,769,719 | | | | | | | | 2,769,719 | | | | Net loss | | | | | | | (2,769,719 | ) | | | (2,769,719 | ) | | | Balance at March 31, 2024 | | $ | 2,769,719 | | | $ | (2,769,719 | ) | | $ | | | | | | | | | | | | | | | | | | | | As Restated | | | | | | | | | | | | Balance at January 1, 2024, after retroactive application of recapitalization | | | 28,850,985 | | | | (25,445,506 | ) | | | 3,412,459 | | | | Convertible note stock issuance loss | | | 2,769,719 | | | | | | | | 2,769,719 | | | | Net loss | | | | | | | (32,535,982 | ) | | | (32,535,982 | ) | | | Balance at March 31, 2024 | | $ | 81,928,282 | | | $ | (122,487,488 | ) | | $ | (40,630,758 | ) | | | | | Six Months Ended June 30, 2024 | | | | | | Additional | | | | | | Stockholders | | | | | | Paid-in | | | Accumulated | | | Equity | | | | | | Capital | | | Deficit | | | (Deficit) | | | | As Reported | | | | | | | | | | | | Balance at January 1, 2024, after retroactive application of recapitalization | | | 28,850,985 | | | | (25,445,506 | ) | | | 3,412,459 | | | | Convertible note stock issuance loss | | | | | | | | | | | | | | | Net Loss | | | | | | | (7,747,847 | ) | | | (7,747,847 | ) | | | Balance at June 30, 2024 | | | 79,610,239 | | | | (97,699,353 | ) | | | (18,160,646 | ) | | | | | | | | | | | | | | | | | | Adjustments | | | | | | | | | | | | Balance at January 1, 2024, after retroactive application of recapitalization | | | | | | | | | | | | | | | Convertible note stock issuance loss | | | 2,769,719 | | | | | | | | 2,769,719 | | | | Net Loss | | | | | | | (2,769,719 | ) | | | (2,769,719 | ) | | | Balance at June 30, 2024 | | | 2,769,719 | | | | (2,769,719 | ) | | | | | | | | | | | | | | | | | | | | | | As Restated | | | | | | | | | | | | Balance at January 1, 2024, after retroactive application of recapitalization | | | 28,850,985 | | | | (25,445,506 | ) | | | 3,412,459 | | | | Convertible note stock issuance loss | | | 2,769,719 | | | | | | | | 2,769,719 | | | | Net Loss | | | | | | | (10,517,566 | ) | | | (10,517,566 | ) | | | Balance at June 30, 2024 | | | 82,379,958 | | | | (100,469,072 | ) | | | (18,160,646 | ) | | F-12 | | | Nine Months Ended September 30, 2024 | | | | | | Additional | | | | | | Stockholders | | | | | | Paid-in | | | Accumulated | | | Equity | | | | | | Capital | | | Deficit | | | (Deficit) | | | | As Reported | | | | | | | | | | | | Balance at January 1, 2024, after retroactive application of recapitalization | | | 28,850,985 | | | | (25,445,506 | ) | | | 3,412,459 | | | | Convertible note stock issuance loss | | | | | | | | | | | | | | | Net Loss | | | | | | | (14,384,526 | ) | | | (14,384,526 | ) | | | Balance at September 30, 2024 | | | 85,617,896 | | | | (104,336,032 | ) | | | (18,786,644 | ) | | | | | | | | | | | | | | | | | | Adjustments | | | | | | | | | | | | | | | Balance at January 1, 2024, after retroactive application of recapitalization | | | | | | | | | | | | | | | Convertible note stock issuance loss | | | 2,769,719 | | | | | | | | 2,769,719 | | | | Net Loss | | | | | | | (2,769,719 | ) | | | (2,769,719 | ) | | | Balance at September 30, 2024 | | | 2,769,719 | | | | (2,769,719 | ) | | | | | | | | | | | | | | | | | | | | | | As Restated | | | | | | | | | | | | | | | Balance at January 1, 2024, after retroactive application of recapitalization | | | 28,850,985 | | | | (25,445,506 | ) | | | 3,412,459 | | | | Convertible note stock issuance loss | | | 2,769,719 | | | | | | | | 2,769,719 | | | | Net Loss | | | | | | | (17,154,245 | ) | | | (17,154,245 | ) | | | Balance at September 30, 2024 | | | 88,387,615 | | | | (107,105,751 | ) | | | (18,786,644 | ) | | The impact of the restatement on the condensed consolidated and combined statement of cash flows for the three months ended March 31, 2024, six months ended June 30, 2024 and nine months ended September 30, 2024 is as follows: | | | March 31, 2024 (Unaudited) | | | | | | AsReported | | | Adjustments | | | As Restated | | | | Cash Flows From Operating Activities: | | | | | | | | | | | | Net income (loss) | | | (29,766,263 | ) | | | (2,769,719 | ) | | | (32,535,982 | ) | | | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | | | | | Depreciation and Amortization expense | | | 94,392 | | | | - | | | | 94,392 | | | | Stock-based compensation | | | 1,359,000 | | | | - | | | | 1,359,000 | | | | Change in fair value of derivative liabilities | | | 8,182,500 | | | | - | | | | 8,182,500 | | | | Loss on issuance of common stock and warrants | | | 17,820,998 | | | | 2,769,719 | | | | 20,590,717 | | | There was no impact on net cash used in operating activities or within any line items within investing and financing activities. | | | June 30, 2024 (Unaudited) | | | | | | AsReported | | | Adjustments | | | As Restated | | | | Cash Flows From Operating Activities: | | | | | | | | | | | | Net income (loss) | | | (7,747,847 | ) | | | (2,769,719 | ) | | | (10,517,566 | ) | | | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | | | | | Depreciation and Amortization expense | | | 197,303 | | | | - | | | | 197,303 | | | | Stock-based compensation | | | 1,810,662 | | | | - | | | | 1,810,662 | | | | Change in fair value of derivative liabilities | | | (16,784,200 | ) | | | - | | | | (16,784,200 | ) | | | Loss on issuance of common stock and warrants | | | 17,820,998 | | | | 2,769,719 | | | | 20,590,717 | | | There was no impact on net cash used in operating activities or within any line items within investing and financing activities. F-13 | | | September 30, 2024 (Unaudited) | | | | | | AsReported | | | Adjustments | | | As Restated | | | | Cash Flows From Operating Activities: | | | | | | | | | | | | Net income (loss) | | | (14,384,526 | ) | | | (2,769,719 | ) | | | (17,154,245 | ) | | | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | | | | | Depreciation and Amortization expense | | | 298,805 | | | | - | | | | 298,805 | | | | Stock-based compensation | | | 2,088,838 | | | | - | | | | 2,088,838 | | | | Equity compensation expense | | | 1,726,000 | | | | - | | | | 1,726,000 | | | | Change in fair value of derivative liabilities | | | (24,017,035 | ) | | | - | | | | (24,017,035 | ) | | | Loss on issuance of common stock and warrants | | | 27,475,797 | | | | 2,769,719 | | | | 30,245,516 | | | There was no impact on net cash used in operating activities or within any line items within investing and financing activities. **NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of Presentation and Principles of Consolidation** The accompanying audited consolidated and combined financial statements (the financial statements) are presented in conformity with US GAAP and pursuant to the rules and regulations of the SEC. During the periods prior to the Closing date of the Merger, the Company operated as part of G3. Consequently, stand-alone financial statements have not historically been prepared for the Company. The accompanying financial statements have been prepared from G3s historical accounting records and are presented on a stand-alone basis as if the Companys operations had been conducted independently from G3. Therefore, the financial statements included herein may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if the Company had been a separate, stand-alone entity during the periods presented. The Companys financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The financial statements include the Company entities. All intercompany transactions have been eliminated for consolidation purposes. **Emerging Growth Company** The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act), and it may 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. **** **Use of Estimates** The preparation of financial statements in conformity with US GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. F-14 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. **Segment Reporting** The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker (the CODM). Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses consolidated net income (loss) as the measure of segment profit or loss. Expense information is also reviewed only at the consolidated level, as presented in the Companys consolidated statement of operations. Research and development expense has been identified as a significant segment expense, with all other expense lines being considered part of Other segment items. Additionally, the CODM evaluates assets on a consolidated basis. As such, the Company reports segment profit or loss, segment expenses, and segment assets on a consolidated and combined basis. **Cash and cash equivalents** The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2024 and 2023. **Accounts Receivable, net of Allowance for Credit Losses** Accounts receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for credit losses to ensure accounts receivables are not overstated due to un-collectability. Bad debt reserves are maintained as warranted for various customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customers inability to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in such customers operating results or financial position. If circumstances related to a customer change, estimates of the recoverability of receivables would be further adjusted. As of December 31, 2024 and 2023, the Company determined that no allowance was required. **Other Receivable** As of December 31, 2023, the Company held an other receivable balance of $187,500 from Nubia. This balance originated from cash advances made by G3 on behalf of The Battery Group of G3, in connection with Nubias funding requirements for extensions of time in closing the Merger. Pursuant to the Merger Agreement, G3s Battery Group was responsible for funding 50% of this additional trust funding requirement. As of December 31, 2024, following the elimination of an intercompany amount upon the closing of the Merger, the Company no longer had a balance related to the trust funding requirement. During the first quarter, the Company advanced $302,500 to G3 for transaction costs incurred during the Merger. The outstanding balance of other receivables amounted to $302,500 as of December 31, 2024. **Inventory** Inventories are stated at the lower of first-in, first-out cost or net realizable value. The Company writes-down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The Company writes off obsolete inventories when the Company deems the value to be impaired. As of December 31, 2024 and December 31, 2023, the Company determined that no write off was required. **Property and Equipment, net** Property and equipment are recorded at cost less accumulated depreciation. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. The Company assesses the carrying value of its property and equipment for impairment eachyear and when indicators exist that there could be an impairment. Based on its assessments, the Company did not incur any impairment charges for the year ended December 31, 2024 and 2023. F-15 The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: | Building | | 40 years | | | Building improvements | | 15 years | | | Machinery & equipment | | 5 years | | Depreciation expense of property and equipment was $224,616 and $311,308 for the year ended December 31, 2024 and 2023, respectively. **Patents** The Company capitalizes external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents. The Companys intangible assets consist of capitalized costs for unissued patents and issued patents. Issued patents are carried at cost less accumulated amortization. Successful patent efforts are amortized over the life of the patent, and unsuccessful efforts are expensed. The issued patents are being amortized over a useful life of 20 years. Amortization of the patent costs commences upon patent issuance. Net unissued and issued patents were $1,110,815 and $862,014 as of December 31, 2024, respectively; and $1,103,792 and $748,857 as of December 31, 2023, respectively. The Company assesses the carrying value of its intangible assets for impairment eachyear and when indicators exist that there could be an impairment. Based on its assessments, the Company did not incur any impairment charges for the year ended December 31, 2024 and 2023. Amortization expense for the patents included in the consolidated and combined statements of operations was $125,893 and $240,066 for the years ended December 31, 2024 and 2023. Future amortization expense for the patents over the next five years is anticipated to be approximately $83,528 per year. **Leases** The Company determines whether an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use assets are recognized as the lease liability, adjusted for lease incentives received and prepayments made. Lease liabilities are recognized based on the present value of remaining leasepaymentsover the lease term. When the Companys leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate based on the information available at lease commencement date in determining the present value of leasepayments. Operating lease expense is recognized on a straight-line basis over the lease term. Leases with an initial lease term of 12 months or less are not recorded on the consolidated balance sheet. The Company has elected the short-term lease practical expedient under ASC 842, applying it consistently to all leases with an initial term of 12 months or less, which are excluded from the consolidated balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. The Company had no right-of-use assets or lease liabilities recorded on its consolidated and combined balance sheet as of December 31, 2024, and 2023. **Translation of Foreign Currencies** The functional currency of Solidions Taiwan subsidiary is the New Taiwan Dollar. In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 830, *Foreign Currency Matters*, the financial statements of the Companys Taiwan subsidiary are translated to U.S. dollars using the exchange rates at the balance sheet dates for assets and liabilities, the historical exchange rate for stockholders equity accounts and a weighted average exchange rate for revenue, expenses and gains or losses. Foreign currency translation adjustments are accumulated in a separate component of stockholders deficit until the foreign business is sold or substantially liquidated. Foreign currency translation adjustments for the periods presented in these financial statements were not material. **Revenue Recognition** Revenue is recognized when a performance obligation has been satisfied by transferring control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products. Revenues are recognized at a point in time when control transfers to customers, which is generally determined when title, ownership and risk of loss pass to the customer. **Research and Development** All research and development costs are expensed as incurred. **Selling, General and Administrative Expenses** Selling, general and administrative expenses represent costs incurred by the Company in managing the business, including salary, benefits, stock-based compensation, sales, insurance, professional fees and other operating costs associated with the Companys non-research and development activities. F-16 **Stock-Based Compensation** The Company has an incentive equity plan, (2023 Equity Incentive Plan). Under the terms of the plan, Solidions employees, consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards in the form of incentive stock options (ISOs) to employees and for the grant of non-statutorystock options (NSOs), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. **** The number of shares of common stock initially reserved for issuance under the incentive plan will be 9,500,000. Shares subject to stock awards granted under the incentive plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the incentive plan. The incentive plan also includes an evergreen provision that provides for an automatic annual increase to the number of shares of common stock available for issuance under the incentive plan on the firstday of each fiscal year beginning with the 2024 fiscal year, equal to the least of (i)9,500,000shares of common stock, (ii)5% of the total number of shares of common stock outstanding as of the lastday of our immediately preceding fiscal year, or (iii)such lesser amount determined by the plan administrator. The Company measures stock options and restricted stock unit awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Options granted under the 2023 Equity Incentive Plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator determines the term of stock options granted under the incentive plan, up to a maximum of tenyears. Forfeitures are accounted for as they occur. Generally, the Company issues stock options and restricted stock units with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company also issues restricted stock awards with market-based vesting conditions, the effects of which are included in the grant date fair value of the awards. Compensation expense related to awards with market-based vesting conditions is recognized irrespective of whether the condition is satisfied, so long as the requisite service period is fulfilled. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company lacks a sufficient history of company-specific historical and implied volatility information for its common stock. The Company therefore estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of all of the Companys stock options has been determined utilizing the simplified method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does not expect to pay any cash dividends in the foreseeable future. **** **Income Taxes** The Company follows the asset and liability method of accounting for income taxes under ASC 740, *Income Taxes*. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company recognized an uncertain tax position of approximately $0.2 million, recognized as a reduction of its gross deferred tax asset as of December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company files income and franchise tax returns with the United States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of December 31, 2024, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes. The Companys management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. F-17 **Net Income (Loss) per Common Stock** The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, *Earnings Per Share.* Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The calculation of diluted income (loss) per share of common stock does not include potentially dilutive common stock equivalents if their include would be anti-dilutive as of December 31, 2024 and 2023. As such, net loss per common stock is the same for basic and diluted loss per share for the year ended December 31, 2024 and 2023. The following table presents potentially dilutive common stock equivalents that have been excluded from the calculation of dilutive loss per share as their inclusion would be anti-dilutive at December 31, 2024. | HBC Holdback Shares | | | 200,000 | | | | Warrants Public | | | 6,175,000 | | | | Warrants Private | | | 5,405,000 | | | | Warrants - Series A | | | 8,398,822 | | | | Warrants - Series C | | | 24,434,936 | | | | Warrants - Series D | | | 12,217,468 | | | | Stock-based compensation - equity awards | | | 300,000 | | | | Arbor Lake Strategic Cooperation Consulting Agreement | | | 2,000,000 | | | | HBC Earnout Shares | | | 22,500,000 | | | | Total common stock equivalents excluded from dilutive loss per share | | | 81,631,226 | | | No common stock equivalents have been excluded from the calculation of dilutive loss per share at year ended December 31, 2023. **Concentration of Credit Risk** Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. **Fair Value of Financial Instruments** Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). See Note 14. **Equity-Linked Instruments** The Company evaluates all equity-linked contracts, including warrants and the Forward Purchase Agreement (FPA), to determine classification as either equity or liability in accordance with FASB ASC 480, Distinguishing Liabilities from Equity (ASC 480), and FASB ASC 815, Derivatives and Hedging (ASC 815). This assessment considers whether the instruments meet the fixed-for-fixed equity classification criteria and whether any provisions require liability treatment, including potential net cash settlement outside of the Companys control. Instruments that qualify for equity classification are recorded as a component of additional paid-in capital, while those requiring liability classification are measured at fair value, with subsequent changes recorded in earnings. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the FPA and warrants are outstanding. F-18 **Warrants** For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the outstanding public warrants and private placement warrants (Private Warrants) issued in connection with Nubias initial public offering in 2022 as equity-classified instruments under ASC 815-40 since they qualify as being indexed to the companys own stock for equity classification criteria and do not contain provisions that would require liability classification. The Company accounts for the outstanding Series A, Series B, Series C, and Series D warrants issued in connection with the March and August 2024 private placement financings (the PIPE Warrants) as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under ASC 815-40. The Company utilizes a Monte Carlo simulation model to determine the fair value of the PIPE Warrants. The resulting fair value is recorded as a derivative liability on the combined and consolidated balance sheets, and with changes in the fair value of the PIPE Warrants recorded as a non-cash other income (expense) within *change in fair value of derivative liabilities*account on the Companys consolidated and combined statements of operations. **Forward Purchase Agreement** The Company accounts for the FPA as either equity-classified or liability-classified instruments based on an assessment of the FPA specific terms and applicable authoritative guidance in ASC 480, and FASB ASC 815, Derivatives and Hedging (ASC 815). The assessment considers whether the FPA is a freestanding financial instrument pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the FPA meets all of the requirements for equity classification under ASC 815, including whether the FPA is indexed to the Companys own common shares and whether the FPA holders could potentially require net cash settlement in a circumstance outside of the Companys control, among other conditions for equity classification. This assessment is conducted at the time of FPA issuance and as of each subsequent quarterly period end date while the FPA is outstanding. For issued or modified FPA that meets all of the criteria for equity classification, the FPA is required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified FPA that does not meet all of the criteria for equity classification, the FPA is required to be recorded at fair value on the date of issuance and revalued at each balance sheet date thereafter. The Company accounts for the FPA as a liability-classified instrument due to the settlement provisions. The Company utilizes a Monte Carlo simulation model to determine the fair value of the FPA. The resulting fair value is recorded as a derivative liability on the combined and consolidated balance sheets. The Company records changes in the fair value of the FPA as a non-cash other income (expense) within *change in fair value of derivative liabilities* account on the Companys consolidated and combined statements of operations. F-19 **Recently Adopted Accounting Standards** In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. The standard did not change the definition of a segment, the method for determining segments or the criteria for aggregating operating segments into reportable segments. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption is required for all prior periods presented in the financial statements. The Company adopted the amendment effective January 1, 2024 for annual reporting purposes. The adoption did not have a material impact to the Companys financial statements or disclosures. **Recently Issued Accounting Standards** In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Companys management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures. **NOTE 4 RECAPITALIZATION** As discussed in Note 1, the Merger was accounted for as a common control transaction with respect to HBC which is akin to a reverse recapitalization. **** **Transaction Proceeds** Upon the Closing, the Company received net proceeds of $17,555 after deducting transaction costs. The following table reconciles the elements of the Merger to the consolidated and combined statements of cash flows and the consolidated and combined statements of changes in stockholders equity (deficit) for the period ended December 31, 2024: | Cash received from NUBI Trust | | | 25,160,047 | | | | Less: discount payment related to Non Redemption Agreement | | | (13,937,997 | ) | | | Less: reimbursement for consideration shares related to the FPA | | | (2,193,800 | ) | | | Less: reimbursement for Recycled Shares related to the FPA | | | (80,241 | ) | | | Less: transaction expenses paid in connection with the Merger | | | (8,948,009 | ) | | | Net cash received from NUBI Trust | | | - | | | | Add: cash from NUBI operating account | | | 17,555 | | | | Add: prepaid expenses | | | 165,407 | | | | Less: derivative liabilities | | | (20,889,950 | ) | | | Less: other liabilities | | | (4,086,172 | ) | | | Reverse recapitalization, net | | | (24,793,160 | ) | | F-20 The number of shares of common stock issued immediately following the consummation of the Merger were: | Nubia common stock, outstanding prior to the closing of the Merger | | | 6,004,741 | | | | Shares issued to Nubia convertible noteholders | | | 5,962,325 | | | | Predecessor HBC Shares | | | 69,800,000 | | | | Common stock immediately after the closing of the Merger | | | 81,767,066 | | | The number of Predecessor HBC shares as follows: | | | Predecessor HBCShares | | | Shares issued to shareholdersof Predecessor HBC | | | | Common stock | | | 1,000 | | | | 69,800,000 | | | | | | | | | | | | | | **** **IPO warrants** In connection with Nubias initial public offering in 2022, 6,175,000 public warrants and 5,405,000 Private Warrants were issued, all of which remain outstanding and became warrants for the Common stock in the Company. The Company evaluated the IPO warrants and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the IPO warrants qualify for equity classification. **HBC Holdback Shares** **** The Company and G3 included a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax Lien is not released prior to closing. Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing. See Note 6 for further discussion regarding Holdback Shares related to the G3 Tax Lien. As of the Merger closing and year-end, the G3 Tax Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares have not been issued. **HBC Earnout Arrangement** **** As noted in Note 1, in connection with the Merger, HBC shareholders are entitled to up to 22,500,000 shares if certain post merger per share market prices are achieved. The Company evaluated the Earnout Arrangement and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the Earnout Arrangement qualifies for equity classification. As the merger has been accounted for as a reverse recapitalization, the fair value of the Earnout Arrangement has been accounted for as an equity transaction as of the Closing Date of the Merger. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Arrangement at the date of the merger, which included the following assumptions: stock price of $4.53, risk free rate of 3.98%, volatility of 85%, dividends yield of 0% and duration of 4 years. As of December 31, 2024, none of the Earnout Shares had been earned by G3. **NOTE 5 FOREIGN OPERATIONS** The foreign subsidiary of the Company, a research and development facility based in Taiwan, operating as an extension of the Dayton, OH R&D team working on silicon anode technology advancement, represented $18,290 and $24,132 of total assets, and $22,053 and $62,753 of total liabilities as of December 31, 2024 and December 31, 2023, respectively. Of the total assets, property and equipment totaled $5,454 and $14,500 as of December 31, 2024 and December 31, 2023, respectively. There were no revenues recognized by the foreign subsidiary for the year ended December 31, 2024 and 2023. Total expenses incurred by the foreign subsidiary were $312,804, and $282,661 for the years ended December 31, 2024 and 2023, respectively. **NOTE 6 RELATED PARTIES** **** **Capital Contributions from Global Graphene Group (G3)** **** G3, a significant shareholder of the Company, infused capital resources into the business to cover operating expenses incurred prior to the close of the merger. The capital contributions from G3 included allocations for payroll, rent and facility costs, and professional services. The total capital contributions from G3 amounted $487,273 and $3,823,657 for the year ended December 31, 2024 and 2023, respectively. F-21 **** **Other Receivable** As of December 31, 2023, the Company held an other receivable balance of $187,500 from Nubia. This balance originated from cash advances made by Global Graphene Group (G3) on behalf of the Battery Group, in connection with Nubias funding requirements for extensions of time in closing the Merger. Pursuant to the Merger Agreement, the Battery Group was responsible for funding 50% of this additional trust funding requirement. As of December 31, 2024, following the elimination of an intercompany amount upon the closing of the Merger, the Company no longer had a balance related to the trust funding requirement. During the first quarter, the Company advanced $302,500 to G3 for transaction costs incurred during the Merger. The outstanding balance of other receivables amounted to $302,500 as of December 31, 2024. **** **Shared Services Agreement** Effective February 2, 2024, the Company entered into a shared services agreement (the SSA) with G3, under which G3 agreed to provide certain services, including employees, office space and use of equipment, and the Company agreed to pay for such services on a monthly basis. The SSA is subject to typical conditions and may be terminated by either party upon written notice. The management and board continues to monitor the SSA and all other related party transactions to uphold transparency and protect shareholder interests. Expenses incurred related to the SSA services and employees were $170,105 and $576,309, respectively for the year ended December 31, 2024. There were $10,000 in amounts outstanding as of December 31, 2024. **Due to Related Party** During the merger closing process, G3 incurred certain transaction expenses that were due to be reimbursed by the Company after the Closing Date, as per the Business Combination Agreement. These expenses included legal, advisory and audit fees directly associated with facilitating the merger. The total amount due to G3 was $879,985 as of the Closing Date. Additionally, at the time of the merger close, the Company had an outstanding payable related to the monthly administrative services support fees due to Mach FM Corp, an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia. This fee covered office space, utilities, and secretarial and administrative support provided by Mach FM to support Nubias operating activities. The outstanding balance payable to Mach FM amounted to $88,979 as of the Closing Date. During the year ended December 31, 2024, the Company repaid $879,985 due to related parties. Amounts outstanding as of December 31, 2024 to G3 and Mach FM Corp were $0 and $87,873, respectively. **Contingent Consideration** At Closing, the G3 Tax Lien has not been settled by G3 and as of December 31, 2024, the 200,000 Holdback Shares have not been issued. The contingent consideration represents a potential obligation that would become released only upon G3 settling its G3 Tax Lien. See Note 4 further discussion regarding Holdback Shares related to the G3 Tax Lien. As of the Closing Date, the Company recorded a fair value of $906,000 for the 200,000 Holdback Shares, which was accounted for as an equity transaction. **NOTE 7 COMMITMENTS AND CONTINGENCIES** **** **Litigation** From time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business. The Company accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management believes that there are no claims against us for which the outcome is expected to have a material effect on our financial position, results of operations or cash flows. **Settlement and Dismissal of Meteora Lawsuit** On July 17, 2024, plaintiffs Meteora Capital Partners LP, Meteora Select Trading Opportunities Master LP, and Meteora Strategic Capital LLC filed a lawsuit against Solidion Technology, Inc. in the Delaware Chancery Court (Case No. 2024-0752-LWW). The lawsuit sought specific performance and monetary damages related to the FPA. On August 29, 2024, the Company and the Seller entered into an amendment to the FPA (the Amendment). Concurrently, the parties signed and filed a joint stipulation for dismissal with prejudice of the lawsuit (the Stipulation). Under the terms of the Stipulation, the Company agreed to issue 12,393,002 common shares to the Seller, consisting of 9,543,002 Additional Shares and 2,850,000 Share Consideration shares, within five business days of the Stipulations entry and pay the Sellers reasonable and documented attorneys fees related to the lawsuit, up to $65,000. On September 9, 2024, the Company and the Seller filed the Stipulation in the Delaware Chancery Court, formally resolving the litigation. See Note 10 *FPA amendment and resolution of lawsuit* for more details. F-22 **** **G3 Tax Lien** The Internal Revenue Service has placed a federal tax lien on all the property and rights to property belonging to G3 which would include any proceeds from sale of property assets included in the financial statements of the Company. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance owed is approximately $2,035,000 as of March 2025.**** As disclosed in Note 4, the Company and G3 included a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax Lien is not released prior to closing. Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing. As of the Merger closing and year-end, the G3 Tax Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares have not been issued. The G3 Tax Lien represents a potential obligation that would become payable only upon the sale of the building. As the timing and likelihood of such a sale are uncertain and there are no immediate plans to sell, the Company has not recorded a liability on the balance sheet for this contingent obligation. Should the Company decide to sell the building in the future, this lien may need to be settled from the proceeds of the sale, which could impact the net cash inflow from such a transaction. The Company will continue to monitor the situation and will recognize a liability in the financial statements if and when it becomes probable that the building will be sold and the lien will need to be satisfied. **** **Strategic Cooperation Consulting Agreement** **** On September 11, 2024, the Company amended an existing Strategic Cooperation Consulting Agreement (the Consulting Agreement) by and between the Company and Arbor Lake Capital Inc. (the Advisor), pursuant to which the Company retained the Advisor as its consultant to provide non-exclusive consulting services in connection with the Companys commercial and strategic business development including but not limited to sales and market development, business partnership, joint-venture, alliance, licensing and supply cooperation. In accordance with the terms of the Consulting Agreement, the Advisor shall be entitled to receive the consulting fees as follows: | | 2,000,000 shares of the Companys common stock as a retainer upon the signing of the Consulting Agreement; | | | | Any licensing agreement that results in a commercial/strategic partner(s) acquiring a license from the Company shall entitle the Advisor to 3% (three percent) of upfront licensing revenue, plus 2% (two percent) of annual loyalty revenue from the commercial/strategic partner(s) for the first three years; | | | | Any commercial/strategic cooperation in which the Company would distribute, resell or become a licensee of the commercial/strategic partner, the Company shall pay to the Advisor 0.4% of the revenue generated by the Company under such agreement for the first three years beginning with the first date that the commercial/strategic partner delivers the first product; | | | | For any sales/purchase of Company products in excess of $2,000,000 annually or similar agreements with commercial/strategic partner(s) resulting from the services rendered hereunder to the Company shall accrue compensation to the Advisor as follows: 2% (two percent) of sales/purchase value up to $5 million of the Company from the Commercial/Strategic Partner(s), plus 1.5% (one and half percent) of sales/purchase value above $5 million of the company from the Commercial/Strategic Partner(s); | | | | For any other commercial/strategic cooperation including but not limited to partnership, joint-venture, alliance, and supply cooperation, the compensation will be further discussed and agreed upon by the parties when such cooperation commences. | | | | The term of the Consulting Agreement shall continue until the performance by each party of its respective obligations thereunder shall have been satisfied. Either party may terminate the relationship upon mutual agreement after 12 months upon the effective date of the Consulting Agreement. | | As the 2,000,000 shares are fully earned upon the signing of the agreement, the Company recorded an expense within *Selling, General, and Administrative expenses* on the Companys consolidated and combined statements of operations of $700,000 based on the stock price on the signing date. **Registration Rights Agreement** Pursuant to the Registration Rights Agreement, dated August 30, 2024 (the Agreement), between the Company and the purchasers of privately placed securities (the Purchasers), the Company was obligated, among other things, to file a registration statement to register the resale of such securities and to have the Securities and Exchange Commission declare the registration statement effective by certain deadlines specified in the Agreement. As of December 31, 2024, the Company had not met these deadlines. As a result, the Company recorded an expense of $240,000 within *Selling, General, and Administrative Expenses* on its consolidated and combined statements of operations. If the Effectiveness Failure were to continue, the liquidated damages would be limited to approximately $400,000 plus interest calculated in accordance with the Agreement. F-23 **** **NOTE 8 STOCKHOLDERS EQUITY (DEFICIT)** **** **Preferred Stock** The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2024 and 2023, there were no shares of preferred stock issued or outstanding. **** **Common Stock** The Company is authorized to issue 300,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2024 and 2023, respectively, there were 131,697,982 and 69,800,000 (adjusted for reverse recapitalization) shares of common stock issued and outstanding, respectively. **Equity Financing** On March 13, 2024, Solidion entered into a private placement transaction (the March Private Placement), pursuant to a Securities Purchase Agreement (the March Subscription Agreement) with certain institutional investors (the Purchasers) for aggregate gross proceeds of $3,850,000. The issuance costs associated with the March Private Placement, including fees to the placement agent and other expenses, totaled $522,867, of which $262,064 was allocated to the issuance of March Private Placement common stock and $260,803 was allocated to the issuance of series A and B warrants. The March Private Placement closed on March 15, 2024. As part of the March Private Placement, the Company issued an aggregate of 5,133,332 units and pre-funded units (collectively, the Units) at a purchase price of $0.75 per unit (less $0.0001 per pre-funded unit). Each Unit consists of (i) one share of Solidion Common Stock, (ii) two Series A warrants (Series A Warrants) each to purchase one share of Common Stock, and (iii) one Series B warrant (Series B Warrants) to purchase such number of shares of Common Stock as determined on the reset date, and in accordance with the terms therein. On August 30, 2024, the Company entered into a private placement transaction (the August Private Placement), pursuant to a Securities Purchase Agreement (the August Subscription Agreement) with certain institutional investors (the Purchasers) for aggregate gross proceeds of $4,000,000. The issuance costs associated with the August Private Placement, including fees to the placement agent and other expenses, totaled $380,001, of which $157,435 was allocated to the issuance of August Private Placement common stock and $222,566 was allocated to the issuance of Series C and D warrants. The August Private Placement closed on September 5, 2024. The Company used the net proceeds from the August Private Placement for working capital and general corporate purposes. As part of the August Private Placement, the Company issued an aggregate of 12,217,468 units and pre-funded units (collectively, the Units) at a purchase price of $0.3274 per unit. Each Unit consists of (i) one share of common stock, par value $0.0001 per share of the Company (the Common Stock) (or one pre-funded warrant to purchase one share of Common Stock (the Pre-Funded Warrant)), (ii) two Series C warrants each to purchase one share of Common Stock (the Series C Warrant) and (iii) one Series D warrant to purchase such number of shares of Common Stock as determined on the Reset Date (as defined below), and in accordance with the terms therein (the Series D Warrant and together with the Pre-Funded Warrant and the Series C Warrant, the Warrants). The Company accounts for the outstanding PIPE Warrants as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under ASC 815-40. The Company utilizes a Monte Carlo simulation model to determine the fair value of the PIPE Warrants. The resulting fair value is recorded as a Derivative liability on the combined and consolidated balance sheets, and records changes in the fair value of the PIPE Warrants as a non-cash other income (expense) within *Change in fair value of derivatives* account on the Companys consolidated and combined statements of operations. **NOTE 9 WARRANTS** **IPO Warrants Public Warrants** In connection with Nubias initial public offering in 2022, 6,175,000 public warrants were issued, entitling holders to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment. Only whole warrants may be exercised. The warrants expire five years after the completion of the Companys initial business combination, February 2, 2029. The Company is not obligated to issue shares upon warrant exercise unless a registration statement covering the underlying shares is effective. If a registration statement is not effective, holders may exercise warrants on a cashless basis under certain conditions. The Company may redeem the warrants at $0.01 per warrant, with at least 30 days prior notice, if the common stock trades at or above $18.00 per share for 20 trading days within a 30-day period after the warrants become exercisable. Adjustments to the number of shares issuable upon exercise and the exercise price may occur in the event of stock splits, dividends, reorganizations, or similar events. Warrants do not provide voting rights or shareholder privileges until exercised. No fractional shares will be issued upon exercise. The Company evaluated the public warrants and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the IPO warrants qualify for equity classification. F-24 **IPO Warrants Private Warrants** In connection with Nubias initial public offering in 2022, 5,405,000 Private Warrants were issued. Except as described below, the Private Warrants have terms and provisions that are identical to those of the public warrants, including as to exercise price, exercisability and exercise period. The Private Warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are held by the holders of the private warrants or their permitted transferees. The holders of the Private Warrants or their permitted transferees have the option to exercise the private warrants on a cashless basis. If the Private Warrants are held by holders other than the holders of the Private Warrants and their permitted transferees, the Private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in the Companys initial public offering. If exercised on a cashless basis, holders will receive shares of common stock based on the difference between the warrant exercise price and the fair market value of the stock. Fair market value is determined as the average last sale price of the common stock over the 10 trading days ending on the third trading day before the exercise notice date. The reason that The Company have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the holders of the Private Warrants and their permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell the Companys securities in the open market will be significantly limited. The Company has policies in place that prohibit insiders from selling the Companys securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Companys securities, an insider cannot trade in the Companys securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who typically could sell the shares of common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, The Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate. In addition, holders of the Companys Private Warrants are entitled to certain registration rights. The Company evaluated the Private Warrants and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the Private Warrants qualify for equity classification. **Series A and Series B Warrants** The Series A and Series B Warrants issued in conjunction with the March Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance, with remeasurement in each subsequent period. As such, on the date of issuance the Company allocated the proceeds between the common stock, Series A Warrants and Series B Warrants first to the fair value of the Series A Warrants and Series B Warrants, which were recorded as a liability. The Company used a Monte Carlo analysis to determine the fair value of the warrants at the date of issuance on March 15, 2024 and as of the reporting date. The total fair value of the Series A Warrants and Series B Warrants measured at issuance was $12,656,550 and $82,450, respectively, which exceeded the total gross proceeds from the March Private Placement of $3,850,000. As the fair value of the derivative liability exceeded the proceeds on the day of issuance, the difference was recorded as a loss from issuance of stock and warrants of $17,820,998. The fair value of the Series A and Series B Warrants as of December 31, 2024, was $4,955,300 and $0, respectively, resulting in a gain of $7,783,700 during the year ended December 31, 2024. As of December 31, 2024, 13,742,879 Series A Warrants and 5,749,598 Series B Warrants were exercised, resulting in the issuance of 19,492,477 common shares. As of December 31, 2024, 8,398,822 Series A Warrants and no Series B Warrants remained outstanding. **Series C and Series D Warrants** The Series C and Series D Warrants issued in conjunction with the August Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance, with remeasurement in each subsequent period. As such, on the date of issuance the Company allocated the proceeds between the common stock, Series C Warrants and Series D Warrants first to the fair value of the Series C Warrants and Series D Warrants, which were recorded as a liability. The Company used a Monte Carlo analysis to determine the fair value of the warrants at the date of issuance on August 30, 2024 and as of the reporting date. The total fair value of the Series C Warrants and Series D Warrants measured at issuance was $8,114,650 and $1,540,150, respectively, which exceeded the total gross proceeds from the August Private Placement of $4,000,000. As the fair value of the derivative liability exceeded the proceeds on the day of issuance, the difference was recorded as a loss from issuance of stock and warrants of $9,654,799. The fair value of the Series C Warrants and Series D Warrants as of December 31, 2024 was $13,703,250 and $210,000, respectively, resulting in a loss of $4,258,450 during the year ended December 31, 2024. There were no Series C Warrants and Series D Warrants exercised as of December 31, 2024. F-25 **NOTE 10 FORWARD PURCHASE AGREEMENT AND NON REDEMPTION AGREEMENT** **Forward Purchase Agreement** On December 13, 2023, Nubia entered into the FPA with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively, the Seller or Forward Purchase Investors). For purposes of the FPA, Nubia is referred to as the Counterparty prior to the consummation of the Merger, while Solidion Technology, Inc. (Pubco) is referred to as the Counterparty after the consummation of the Merger. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the FPA previously filed with the SEC. Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Sellers FPA Funding Amount PIPE Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share (Additional Shares) outstanding following the closing of the Merger, as calculated by Seller (the Purchased Amount), less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (Recycled Shares). Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Sellers ownership would exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under Optional Early Termination in the Forward Purchase Agreement. The FPA provides for a prepayment shortfall equal to 0.50% of the product of Recycled Shares and the Initial Price. The Seller may conduct Shortfall Sales at its discretion to recover this shortfall without triggering early termination obligations. The Prepayment Amount payable to the Seller is calculated based on the number of shares purchased and the redemption price, less any prepayment shortfall, and is funded from the Counterpartys Trust Account. Additionally, up to 200,000 shares may be purchased at the Initial Price. **** Following the Closing, the reset price (the Reset Price) was initially the Initial Price. The Reset Price will be subject to reset on a bi-weekly basis commencing the first week following the thirtieth day after the closing of the Merger to be the lowest of (a) the then current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks; provided the Reset Price shall be subject to reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering. The Seller also retains the right to terminate part or all of the transaction through Optional Early Termination (OET) by providing notice, with corresponding payment obligations based on the Reset Price. F-26 The Valuation Date for settlement occurs at the earlier of three years post-Merger, specified adverse events (e.g., delisting or registration failure), or at the Sellers discretion. Upon settlement, adjustments may be made in cash or shares, depending on the circumstances. **** The Seller has waived redemption rights for Recycled Shares, which may impact the overall redemption levels and market perception of the Merger. The FPA complies with tender offer regulations, including Rule 14e-5 under the Securities Exchange Act of 1934. On February 2, 2024, upon consummation of the Merger, NUBI made a payment to each Forward Purchase Investor in respect of their respective Recycled Shares. This payment totaled 7,352 shares and included a cash payment of $80,241 released from the trust account. The payment was calculated as an amount equal to (a) the number of Recycled Shares multiplied by the redemption price per share (the Initial Price) as defined in Section 9.2(b) of NUBIs Certificate of Incorporation, effective as of March 10, 2023, as amended from time to time (the Certificate of Incorporation), less (b) the prepayment Shortfall. Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors of $2,193,800 from the trust account as reimbursement for the 200,000 consideration shares. On January 17, 2024, the Company received a Pricing Date Notice from the Forward Purchase Investors specifying 5,838,537 Additional Shares. On March 22, 2024, the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 8,038,537. On June 11, 2024 the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 9,543,002. On August 29, 2024, the Additional Shares were issued to the Forward Purchase Investors. The Company accounts for the FPA as a liability-classified instrument due to the settlement provisions. The resulting fair value is recorded as a derivative liability on the combined and consolidated balance sheets. The Company records changes in the fair value of the FPA as a non-cash other income (expense) within change in fair value of derivatives account on the Companys consolidated and combined statements of operations. The Company utilized a Monte Carlo simulation model to determine the fair value of the FPA, comprising Recycled Shares of 7,352 and Additional Shares of 9,543,002, totaling 9,550,354 shares (the FPA Shares) as of December 31, 2024. The model estimated the total present value of the Companys proceeds at approximately $259,254 and the total present value of the Companys liability at approximately $6,663,316, resulting in a net liability of approximately $6,404,100 as of December 31, 2024. As a result, the Company recognized a non-cash gain from the *Change in fair value of derivatives* of $14,485,850 for the year ended December 31, 2024. F-27 **FPA amendment and resolution of lawsuit** On July 16, 2024, the Forward Purchase Investors brought a lawsuit against Solidion in Delaware Chancery Court seeking specific performance and monetary damages related to the FPA. On August 29, 2024, the Company and the Seller entered into an amendment (the Amendment) to the FPA. The Amendment includes modifications to several terms, including: | | Prepayment Shortfall: Expanded to allow the Company to request additional funds in increments of $500,000, subject to specified conditions. | | | | Prepayment Shortfall Consideration: Seller may now sell Additional Shares and Recycled Shares at any price, without an Early Termination Obligation, until sale proceeds reach 120% of the Prepayment Shortfall. | | | | Shortfall Sales: The Company agrees not to issue or sell additional shares or convertible securities without Sellers consent until specific conditions are met. | | | | Shortfall Variance: If a shortfall occurs, the Company must either pay the Shortfall Variance in cash or issue additional shares to the Seller. | | | | Share Consideration: Seller is entitled to designate 2,850,000 common shares as (Share Consideration) | | | | VWAP Trigger Event: Defined as occurring if the VWAP Price falls below $2.00 per share for 10 trading days within a 30-day period. | | In addition, upon execution of the Amendment, the Seller agreed to temporarily forbear from exercising any rights under the Forward Purchase Agreement related to certain valuation events, including a Shortfall Variance Registration Failure, VWAP Trigger Event, or Registration Failure (collectively, Valuation Date Events), during the period from the Pricing Date through December 31, 2024 (the Standstill Period). After the Standstill Period, if any Valuation Date Events have occurred, the Sellers rights under the agreement will be reinstated. Additionally, the Company agreed to file a registration statement within 20 business days of the Amendment to register the resale of the Additional Shares and Share Consideration (collectively, the Meteora Shares). The Company will use commercially reasonable efforts to have the registration statement declared effective within 60 calendar days of the Amendment. No other shares may be registered before the Meteora Shares, though they may be registered concurrently in the same resale registration statement. Further, the Amendment restricts the Seller from selling more than 10% of the daily trading volume of the Companys common stock until 30 days after the effectiveness of the resale registration statement, except on days when trading volume exceeds 7,000,000 shares. F-28 Finally, concurrently with the execution of the Amendment, the Company and the Seller agreed to sign and cause to be filed a joint stipulation for dismissal with prejudice of the Action (as defined below) (the Stipulation). The Stipulation provides that the Company issue 12,393,002 Solidion common shares, consisting of the Additional shares of 9,543,002 and the Share Consideration of 2,850,000 shares to the Seller within five business days of the entry of the Stipulation. In consideration for the Stipulation, the Company agreed to pay Sellers reasonable and documented attorneys fees related to this Action in an amount up to $65,000. Action means (i) the Complaint for Specific Performance and Money Damages filed July 16, 2024 thereby initiating Case No. 2024-0752-LWW Meteora Capital Partners, LP v. Solidion Technology, Inc. in the Court of Chancery of the State of Delaware (the Delaware Chancery Court) and (ii) the Motion for Default Judgment filed by Seller related to such complaint on August 13, 2024. On September 9, 2024, the Company and the Seller filed the Stipulation in Delaware Chancery Court. On August 29, 2024, the Company issued 12,393,002 Meteora Shares of its common stock to the Forward Purchase Investors. The Company recorded an expense within *Selling, General, and Administrative expenses* on the Companys consolidated and combined statements of operations of $1,026,000 based on the stock price on the date of the amendment for the Consideration Shares of 2,850,000 Solidion common shares issued in connection with the forbearance and FPA amendment. **Non-Redemption Agreement** On December 13, 2023, NUBI entered into anon-redemptionagreement (the Non-Redemption Agreement) with certain investors named therein (each, a Backstop Investor), each acting on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by each such Backstop Investor or its affiliates. Pursuant to eachNon-RedemptionAgreement, each Backstop Investor agreed that, on or prior to Closing, it will beneficially own not greater than the lesser of (i) that number of Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number of NUBI Shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of NUBI Shares would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding 9.99% of the total number of issued and outstanding NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Shares in connection with the second special meeting of NUBI stockholders to be held for the purpose of approving the Merger (the Second Special Meeting); provided, however, that in the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Shares for redemption, Backstop Investor shall rescind or reverse such redemption request prior to Closing and NUBI shall accept such request(s) promptly once submitted by Backstop Investor. On February 2, 2024, upon the consummation of the Merger, NUBI paid each Backstop Investor a cash discount payment from the proceeds remaining in trust account for their respective Backstop Shares as part of the Non-Redemption Agreement. The discount payment amount was calculated as the product of (x) the number of Backstop Shares and (y) the Redemption Price, less $4.00. The total number of Backstop Shares was 2,000,000, and the adjusted Redemption Price was $10.97 per share. In total, $13,937,998 was released from the trust account and paid to the Backstop Investors. **NOTE 11 DEBT** **Convertible Notes** At various dates during the first quarter of 2024, the Company issued convertible notes of $527,500 to meet our working capital requirements. At various dates during September and October 2024, the Company and three separate investors amended their respective convertible notes, resulting in a total of approximately an additional 135,333 common shares due upon conversion. As of December 31, 2024, there were five separate outstanding convertible notes, which are convertible into an aggregate of approximately 3,500,000 common shares. The outstanding balance on convertible notes was $527,500 as of December 31, 2024. Subsequent to the issuance of the interim financial information as of and for the period ended September 30, 2024, the Company identified an error related to the accounting for issuance costs associated with convertible notes. Specifically, approximately $2.8 million of non-cash, non-operating stock-based expense related to bonus shares was inadvertently omitted from the financial statements for the first quarter of 2024. As discussed in Note 2 Restatement of Previously Issued Interim Financial Information, the Company has revised its previously issued financial statements for the first, second, and third quarters of 2024, resulting in the recognition of the issuance cost within *Issuance of Common Stock and Warrants* under non-operating losses in the statements of operations. After year-end, in March and April 2025, holders converted an aggregate of $527,500 of convertible notes into 3,404,816 common shares. As of the date of this filing, 80,000 shares remain subject to conversion. F-29 **Short-term Notes Payable** **** **EF Hutton LLC** ** On February 1, 2024, the Company executed a Promissory Note with EF Hutton, totaling $2,200,000, to cover underwriters fees associated with the closure of the Companys Merger with HBC. In the case of an event of default, this Note shall bear interest at a rate of 24% per annum until such event of default is cured. The principal amount of this Promissory Note is payable on designated dates, with $183,333 scheduled on the first business day of each month until the final payment on March 1, 2025. As of December 31, 2024, the Company was in default of the Promissory Note due to non-payment of scheduled installments, and the Promissory Note is accruing interest at the default rate of 24% per annum. The Company is in the process of negotiating an amendment to the terms of the Promissory Note. As of December 31, 2024, the outstanding balance of the Promissory Note was $1,283,335. **Loeb and Loeb LLP** On February 1, 2024, the Company executed a Promissory Note with Loeb and Loeb, totaling $540,000 for legal services provided to the Company in connection with the Companys Merger with HBC. The principal and interest amount of this Promissory Note is payable in 12 equal monthly installments beginning on March 1, 2024. The Promissory Note bears implied interest of 23.5% per annum, resulting in total interest payments of approximately $127,000 over the term of the Promissory Note. The monthly installments include both principal and interest payments. As of December 31, 2024, the Promissory Note has been paid off. **Benesch Friedlander Coplan & Aronoff LLP** On April 29, 2024, the Company executed a Promissory Note with Benesch Friedlander Coplan & Aronoff in the amount of $670,000. The interest rate is 7% per annum, to be paid as a lump sum at the maturity date of November 1, 2024. On November 12, 2024, the Company amended the terms of its Promissory Note with Benesch Friedlander Coplan & Aronoff. The amended terms include an updated principal balance of $694,061, which includes unpaid interest expense of $24,061 from earlier periods, an increase in the interest rate to 10% per annum, an upfront payment of $40,000 made at signing, and a requirement for minimum monthly payments of $25,000. Additionally, the maturity date has been extended to May 31, 2025. As of December 31, 2024, the outstanding balance of the Promissory Note was $634,627. The outstanding balance of Short-term Notes Payable amounted to $1,917,962 and $0 as of December 31, 2024, and 2023, respectively. **NOTE 12 INCOME TAXES** Prior to the Closing date of the Merger, the Company operated as part of G3 and accordingly the accompanying financial statements as of and for the year ended December 31, 2023 were prepared on a carve-out basis. If the Battery Group filed separate tax returns from G3, it is estimated that as of December 31, 2023, the deferred tax asset for net operating loss carryforwards would have been approximately $2.9 million based on the cumulation of losses since 2021, the first year Battery Group carve-out financial statements were prepared. Other deferred tax assets (liabilities) as of December 31, 2023 would have included $(188,000) for fixed assets and $(38,000) for patents. The net deferred tax asset before valuation allowance would have been approximately $2.7 million with an equal offsetting valuation allowance recognized. The tax attributes of the net operating losses included in the December 31, 2023 balance sheet did not carryover in the Merger. The current and deferred elements of the 2023 tax provision were both zero. The 2023 tax benefit at the federal statutory rate of 21% was approximately $1,100,000 with the offset resulting in the zero effective tax rate primarily related to an increase in the valuation allowance. The income tax provision consists of the following for the year ended December 31, 2024: | | | | 2024 | | | | Federal | | | | | | | Current | | $ | - | | | | Deferred | | | - | | | | State and Local | | | | | | | Current | | | - | | | | Deferred | | | - | | | | Income tax provision / (benefit) | | $ | - | | | F-30 A reconciliation of the statutory tax rate to the Companys effective tax rate for the year ended December 31, 2024: | | | 2024 | | | | Statutory federal income tax rate | | | 21.00 | % | | | State and local taxes, net of federal tax benefit | | | 1.30 | | | | Warrants and issuance of common stock | | | (9.94 | ) | | | Adjustment to deferred tax assets | | | (7.90 | ) | | | Other | | | (1.08 | ) | | | Change in valuation allowance | | | (3.38 | ) | | | Income tax expense | | | 0 | % | | The Companys deferred tax assets are as follows at December 31, 2024: | | | 2024 | | | | Deferred tax asset: | | | | | | Net operating loss carryforward | | $ | 1,534,755 | | | | Capitalized research and development | | | 1,081,840 | | | | Equity-based compensation | | | 496,493 | | | | Accrued legal fees | | | 453,986 | | | | Organizational and start-up costs | | | 379,620 | | | | Accrued expenses | | | 33,956 | | | | Accrued compensation | | | 75,639 | | | | Intangible assets | | | 26,557 | | | | Total deferred tax asset before valuation allowance | | | 4,082,846 | | | | Less: Valuation allowance | | | (3,923,277 | ) | | | Total deferred tax asset after valuation allowance | | | 159,569 | | | | Deferred tax liability: | | | | | | | Fixed assets | | | (159,569 | ) | | | Net deferred tax asset | | $ | - | | | In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.For the year ended December 31, 2024, $877,210 of the valuation allowance increase was recorded to tax expense. As of December 31, 2024 the Company had federal net operating loss carryforwards of $6,680,106 with an indefinite carryforward period, and state and local net operating loss carryforwards of $6,680,106 which expire in 2029. The Company files income and franchise tax returns with the United States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of December 31, 2024, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes. The Companys management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The following table indicates the changes to the Companys uncertain tax positions for the year ended December 31, 2024: | | | 2024 | | | | Balance, beginning of the year | | $ | - | | | | Additions based on tax positions related to prior years | | | - | | | | Payments made on tax positions related to prior years | | | - | | | | Additions based on tax positions related to current year | | | 207,022 | | | | Balance, end of year | | $ | 207,022 | | | As of December 31, 2024 $207,022 represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. As of December 31, 2024 the Company has not recognized any amount of interest and penalties for uncertain tax positions in its consolidated statements of operation. F-31 **NOTE 13 STOCK-BASED COMPENSATION** **Unrestricted Common Stock Awards** During the year ended December 31, 2024, the Company granted unrestricted common shares to certain executives in connection with the terms of their individual employment agreements. As these awards were fully-vested, unrestricted shares, the Company recognized the full amount of $1,359,000 in the period. This compensation cost is included within *Selling, general, and administrative expenses* on the Companys consolidated and combined statements of operations. There were no similar common stock grants during the period ended December 31, 2023. The vested shares associated with the awards were not issued during the period ended December 31, 2024. **Restricted Stock Units and Stock Options** There were no restricted stock units or stock options granted during the years ended December 31, 2024 and 2023, respectively. Additionally, there were no restricted stock units or stock options outstanding at either the beginning or the end of the periods ended December 31, 2024 and 2023, respectively. **Awards with Market-Based Conditions** In connection with the aforementioned executive employment agreements, certain executives are eligible to receive unrestricted shares of common stock if certain stock price targets are met during the term of the respective employment agreements. A stock price target will be satisfied if the 120-day trailing average closing price (based on trading days) of a share of the Companys common stock equals or exceeds the applicable stock price target, which range from $30 to $300 per share. The executives could be granted up to 6,000,000 shares based on attainment of all applicable stock price targets over the term of six years and an estimated fair value of approximately $4,800,000. The Company recorded $1,008,015 of expense related to these awards for the year ended December 31, 2024. This compensation cost is included within *Selling, general, and administrative expenses* on the Companys consolidated and combined statements of operations. The following table summarizes our awards with market-based conditions: | | | Number of Shares | | | Weighted Average Grant-Date Fair Value | | | | Beginning of period | | - | | | - | | | | Granted | | | 6,000,000 | | | $ | 0.80 | | | | Vested | | | - | | | | - | | | | Cancelled | | | - | | | | - | | | | End of period | | | 6,000,000 | | | $ | 0.80 | | | **Awards with Performance Conditions** In connection with the aforementioned executive employment agreements, certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain capital raise targets. In addition, these executives can also receive a cash bonus equal to 2.5% of the equity value of the Company (up to $10 million for each executive, totaling $20 million) in an applicable sale of the Company as defined by the terms of the employment agreements. Through December 31, 2024, it was not considered probable that either performance condition would be achieved, and therefore no expense was recorded related to these awards. **NOTE 14 FAIR VALUE MEASUREMENTS** The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Companys financial assets and liabilities reflects managements estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: **** **Level 1**quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. **** **Level 2**observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. **** **Level 3**unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. F-32 The following table presents information about the Companys liabilities that are measured at fair value as of December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Company did not have derivative liabilities as of December 31, 2023. | | | | | | December31, | | | | Description: | | Level | | | 2024 | | | | Derivative Liabilities: | | | | | | | | | Forward purchase agreement | | | 3 | | | $ | 6,404,100 | | | | Warrants Series A | | | 3 | | | $ | 4,955,300 | | | | Warrants Series C and D | | | 3 | | | $ | 13,913,250 | | | **Forward purchase agreement** The Company used a Monte Carlo analysis to determine the fair value of the FPA, assuming 9,550,354 FPA Shares. The fair value measurement of the FPA at February 2, 2024 and December31, 2024, was calculated using the following range of weighted average assumptions: | | | December31, | | | February2, | | | | | | 2024 | | | 2024 | | | | Risk-free interest rate | | | 4.25 | % | | | 4.14 | % | | | Stock price | | $ | 0.70 | | | $ | 4.53 | | | | Expected life | | | 2.1 years | | | | 2.8 years | | | | Expected volatility of underlying stock | | | 105.0 | % | | | 70.0 | % | | | Dividends | | | 0 | % | | | 0 | % | | The model measured the total present value of the Companys proceeds at approximately $259,254 and the total present value of the Companys liability at approximately $6,663,316, resulting in a net liability of approximately $6,404,100 as of December31, 2024. This resulted in a non-cash gain from the change in fair value of derivatives of $14,485,850 for the year ended December 31, 2024. **Warrants Series A and B** The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series A Warrants and Series B Warrants at the date of issuance on March 15, 2024, which included the following assumptions: | | | Series A Warrants | | | Series B Warrants | | | | Expected term (in years) | | | 5.7 years | | | | 5.7 years | | | | Stock price | | $ | 1.74 | | | $ | 1.74 | | | | Risk free rate | | | 4.2 | % | | | 4.2 | % | | | Expected volatility | | | 82.5 | % | | | 82.5 | % | | | Expected dividend rate | | $ | 0.00 | | | $ | 0.00 | | | | Exercise Price | | $ | 0.75 | | | $ | 0.0001 | | | The total fair value of the Series A Warrants and Series B Warrants measured at issuance was $12,656,550 and $82,450, respectively. F-33 The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series A Warrants at December31, 2024, which included the following assumptions: | | | Series A Warrants | | | | Expected term | | | 4.9 years | | | | Stock price | | $ | 0.70 | | | | Risk free rate | | | 4.4 | % | | | Expected volatility | | | 102.5 | % | | | Expected dividend rate | | $ | 0.00 | | | | Exercise Price | | $ | 0.3274 | | | The fair value of the Series A and Series B Warrants as of December31, 2024, was $4,955,300 and $0, respectively. The $0 fair value for the Series B Warrants reflects that all Series B Warrants had been exercised by this date. This resulted in a non-cash gain from the change in fair value of derivatives of $7,783,700 and a loss from the issuance of warrants of $17,820,998 for the year ended December 31, 2024, respectively. As of December31, 2024, investors received 13,742,879 and 5,749,598 common shares from exercise of Series A and Series B warrants, respectively. As of December 31, 2024, 8,398,822 Series A Warrants and no Series B Warrants remained outstanding. **Warrants Series C and D** **** The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at the date of issuance on August 30, 2024, which included the following assumptions: | | | Series C Warrants | | | Series D Warrants | | | | Expected term | | | 5.6 years | | | | 5.6 years | | | | Stock price | | $ | 0.32 | | | $ | 0.32 | | | | Risk free rate | | | 3.7 | % | | | 3.7 | % | | | Expected volatility | | | 105.0 | % | | | 105.0 | % | | | Expected dividend rate | | $ | 0.00 | | | $ | 0.00 | | | | Exercise Price | | $ | 0.3274 | | | $ | 0.0001 | | | The total fair value of the Series C Warrants and Series D Warrants measured at issuance was $8,114,650 and $1,540,150, respectively. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at December31, 2024, which included the following assumptions: | | | Series C Warrants | | | Series D Warrants | | | | Expected term (in years) | | | 5.6 years | | | | 5.6 years | | | | Stock price | | $ | 0.70 | | | $ | 0.70 | | | | Risk free rate | | | 4.4 | % | | | 4.4 | % | | | Expected volatility | | | 102.5 | % | | | 102.5 | % | | | Expected dividend rate | | $ | 0.00 | | | $ | 0.00 | | | | Exercise Price | | $ | 0.3274 | | | $ | 0.0001 | | | The fair value of the Series C Warrants and Series D Warrants as of December 31, 2024, was $13,703,250 and $210,000, respectively. This resulted in a non-cash loss from the change in fair value of derivatives and issuance of warrants of $4,258,450 and $9,654,799 for the year ended December 31, 2024, respectively. As of December 31, 2024, investors have not exercised any Series C and Series D warrants. F-34 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2024. | | | FairValue | | | | | | Measurement | | | | | | UsingLevel3 | | | | Forward Purchase Agreement | | InputsTotal | | | | Balance, December 31, 2023 | | $ | - | | | | Initial measurement, February 2, 2024 | | | 20,889,950 | | | | Change in fair value | | | (14,485,850 | ) | | | Balance, December 31, 2024 | | | 6,404,100 | | | | | | FairValue | | | | | | Measurement | | | | | | UsingLevel3 | | | | Warrants Series A and B | | InputsTotal | | | | Balance, December 31, 2023 | | $ | - | | | | Initial measurement, March 15, 2024 | | | 12,739,000 | | | | Change in fair value | | | (7,783,700 | ) | | | Balance, December 31, 2024 | | | 4,955,300 | | | | | | FairValue | | | | | | Measurement | | | | | | UsingLevel3 | | | | Warrants Series C and D | | InputsTotal | | | | Balance, December 31, 2023 | | $ | - | | | | Initial measurement, August 30, 2024 | | | 9,654,800 | | | | Change in fair value | | | 4,258,450 | | | | Balance, December 31, 2024 | | | 13,913,250 | | | **HBC earnout shares** The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Shares at the date of the Merger, which included the following assumptions: stock price of $4.53, risk free rate of 3.98%, volatility of 85%, dividends yield of 0% and duration of 4 years. **Stock-based compensation Awards with Market-Based Conditions** The Company utilized a Monte Carlo simulation analysis to determine the fair value of the awards with market-based conditions at the date of the Merger, which included the following assumptions: stock price of $4.53, risk free rate of 3.9%, volatility of 72.5%, dividends yield of 0% and duration of 6 years. **NOTE 15 SUBSEQUENT EVENTS** The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements. **Convertible notes** After year-end, in March and April 2025, holders converted an aggregate of $527,500 of convertible notes into 3,404,816 common shares. As of the date of this filing, 80,000 shares remain subject to conversion. **** F-35 (b) Exhibits | Exhibit No. | | Description | | | 2.1 | | Merger Agreement, dated February 16, 2023, by and among Nubia Brand International Corp., Honeycomb Battery Company, and Nubia Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 17, 2023). | | | 3.1 | | Amended and Restated Certificate of Incorporation of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form8-K filed with the Securities & Exchange Commission on February 8, 2024) | | | 3.2 | | Amended and Restated Bylaws of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form8-K filed with the Securities & Exchange Commission on February 8, 2024) | | | 4.1 | | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) | | | 4.2 | | Specimen Warrant Certificate (included in Exhibit 4.3) | | | 4.3 | | Warrant Agreement, dated March 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form8-K filed with the Securities and Exchange Commission on March 16, 2022) | | | 4.4 | | Description of Securities (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). | | | 10.1 | | Letter Agreement, dated March 10, 2022, by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form8-K filed with the Securities & Exchange Commission on March 16, 2022) | | | 10.2 | | Forward Purchase Agreement, dated December 13, 2023, by and among Nubia Brand International Corp., Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form8-K filed with the Securities & Exchange Commission on December 13, 2023) | | | 10.3 | | Registration Rights Agreement, dated March 10, 2022, by and among the Registrant and certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form8-K filed with the Securities & Exchange Commission on March 16, 2022) | | | 10.4 | | Form of Subscription Agreement, dated December 13, 2023, by and among Nubia Brand International Corp. and the investors signatory thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form8-K filed with the Securities & Exchange Commission on December 13, 2023) | | | 10.5 | | Indemnity Agreements, each dated as of March 10, 2022, by and between the Registrant and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form8-K filed with the Securities & Exchange Commission on March 16, 2022) | | | 10.6 | | Private Placement Warrants Subscription Agreement, dated March 10, 2022, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form8-K filed with the Securities & Exchange Commission on March 16, 2022) | | | 10.7 | | Representative Share Letter, dated March 10, 2022 (incorporated by reference to Exhibit 10.7 to the Current Report on Form8-K filed with the Securities & Exchange Commission on March 16, 2022) | | | 10.12 | | Form of Convertible Promissory Note. (incorporated by reference to Exhibit 10.12 to the Current Report on Form8-K filed with the Securities & Exchange Commission on February 8, 2024) | | | 10.13 | | Letter Agreement, dated December 13, 2023, by and between Nubia Brand International Corp. and Mach FM Acquisitions, LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024) | | | 10.14 | | Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024) | | | 14.1 | | Code of Ethics (incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). | | | 16.1 | | Letter from Marcum LLP regarding the change in Solidion Technology, Inc.s certifying accountant, dated April 19, 2024 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2024). | | | 19.1* | | Insider Trading Policy. | | | 31.1* | | Certification of Chief Executive Officer pursuant to Rules13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | | 31.2* | | Certification of Chief Financial Officer pursuant to Rules13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended., as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 | | | 32.1* | | Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 | | | 32.2* | | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 | | 42 | 97.1 | | Solidion Technology Inc. Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). | | | 99.1 | | Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). | | | 99.2 | | Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). | | | 99.3 | | 2023 Stock Incentive Plan for Solidion Technology, Inc. (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024) | | | 101.INS | | Inline XBRL Instance Document. | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | * | Filed herewith | | **ITEM16. FORM10-K SUMMARY** None. 43 **** **SIGNATURES** Pursuant to the requirements of Section13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | Solidion Technology, Inc. | | | | | | | | Dated: April 15, 2025 | By: | /s/ Jaymes Winters | | | | Name: | Jaymes Winters | | | | Title: | Chief Executive Officer (Principal Executive Officer) | | | | Solidion Technology, Inc. | | | | | | | | Dated: April 15, 2025 | By: | /s/ Vlad Prantsevich | | | | Name: | Vlad Prantsevich | | | | Title: | Chief Financial Officer (Principal Accounting and Financial Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Name | | Position | | Date | | | | | | | | | | /s/ Jaymes Winters | | Chief Executive Officer (Principal executive officer) and Director | | April 15, 2025 | | | Jaymes Winters | | | | | | | | | | | | | /s/ Vlad Prantsevich | | Chief Financial Officer | | April 15, 2025 | | | Vlad Prantsevich | | | | | | | | | | | | | /s/ Dr. Bor Jang | | Director | | April 15, 2025 | | | Dr. Bor Jang | | | | | | | | | | | | | | /s/ John Davis | | Director | | April 15, 2025 | | | John Davis | | | | | | | | | | | | | | /s/ Karin-Joyce (KJ) Tjon | | Director | | April 15, 2025 | | | Karin-Joyce (KJ) Tjon | | | | | | | | | | | | | | /s/ Cynthia Ekberg Tsai | | Director | | April 15, 2025 | | | Cynthia Ekberg Tsai | | | | | | 44