What changed in this filing

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Item 1. Business

2024-04-12 compared with 2023-03-17 · 705 added, 297 removed, 2 unchanged (100% of the section changed)

In this Annual Report on Form 10-K (the

“Form 10-K”), references to the “Company” and to “we,” “us,” and “our”

refer to Nubia Brand International Corp.

Nubia Brand International Corp.

is a newly organized

blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses, which we refer to as our initial business combination throughout this prospectus.

While we may pursue an initial business combination target in any business or industry or geographic location, we intend to focus our

search on wireless telecommunications companies.

On March 15, 2022, Nubia consummated its initial

public offering of 12,350,000 units (the “Units”), including 1,350,000 units under the underwriters’ over-allotment

option, with each unit consisting of one share of Nubia’s Class A common stock and one-half of one warrant, each whole warrant

to purchase one share of Nubia’s Class A common stock.

The units were sold at an offering price of $10.00 per unit, generating

gross proceeds of $123,500,000.

Simultaneously with the consummation of the initial public offering, Nubia consummated the private placement

of 5,405,000 warrants at a price of $1.00 per warrant (the “Private Warrants”), generating total proceeds of $5,405,000.

private warrants are identical to the public warrants underlying the Units being sold in the initial public offering.

Following the consummation of the initial public

offering, a total of $125,970,000 of the net proceeds from the sale of the Units in the initial public offering and the Private Warrants

was deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.

None of the funds

held in trust will be released from the trust account, other than interest income to pay any tax obligations, until the earlier of the

completion of an initial business combination within the required time period or our entry into liquidation if we have not completed a

business combination in the required time period.

On May 2, 2022, our Class A common stock and warrants underlying the Units sold in our

IPO began to trade separately on a voluntary basis.

If the Company is unsuccessful in consummating

an initial business combination within 12 months, or March 15, 2023, (or up to 18 months, September 15, 2023, if the Company extends the

period of time to consummate a business combination) from the closing of the IPO the Company is required to cease all operations, redeem

the public shares and thereafter liquidate and dissolve.

Business Combination Agreement

On February 16, 2023, Nubia entered into a

Merger Agreement (the “Merger Agreement”) by and among Honeycomb Battery Company, an Ohio corporation (the

“Company” or “Honeycomb”), Nubia, and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”)

and wholly-owned subsidiary of Nubia, pursuant to which Merger Sub will merge with and into the Company (the “Merger”)

with the Company as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of Nubia.

In connection with the

Merger, Nubia will change its name to “ Honeycomb Battery Company ” or such

other name designated by the Company by notice to Nubia, which is referred to herein as the “Combined Company.” The

board of directors of Nubia has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the other

transactions contemplated thereby (collectively, the “Transactions”) and (ii) resolved to recommend approval of the

Merger Agreement and related matters by the stockholders of Nubia.

The Merger Agreement provides for Nubia to issue

to the Honeycomb shareholders aggregate consideration of 70,000,000 shares of the Combined Company’s common stock (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 the Combined Company’s common stock (the “Earnout Shares”) upon the occurrence of the following

events (or earlier upon a change of control of Nubia but subject to (and only to the extent that) the valuation of Nubia common stock

implied by such change of control transaction meeting the respective VWAP (as defined below) thresholds set forth below):

(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 Nubia’s 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 Nubia’s Class A common stock is greater

than or equal to $15.00 per share (subject to any adjustment pursuant to the Merger Agreement);

(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 Nubia’s Class A common stock is greater than or equal to

$25.00 per share (subject to any adjustment pursuant to the Merger Agreement).

For purposes of the foregoing, “VWAP”

means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange

or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00

p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc.

VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall

be the fair market value per share on such date(s) as reasonably determined by Nubia.

In accordance with the terms and subject to the

conditions of the Merger Agreement, each share of Honeycomb’s common stock outstanding immediately prior to the Effective Time will

be converted into the right to receive its allocable portion of the Closing Merger Consideration Shares and the Earnout Shares, if any.

The Business Combination will require the

approval of the shareholders of Nubia and Honeycomb and is subject to other customary closing conditions, including a proxy statement

being filed with and cleared by the U.S.

Securities and Exchange Commission.

The Transactions is expected to close in the second quarter

Initial Business Combination

We are not presently engaged in, and we will not

engage in, any substantive commercial business until we complete a business combination.

We intend to utilize cash derived from the proceeds

of the IPO and the private placement of Private Warrants, our capital stock, debt or a combination of these in effecting our initial business

Selection of a Target Business and Structuring

of Our Initial Business Combination

Nasdaq rules require that we must complete one

or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account

(excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing

a definitive agreement in connection with our initial business combination.

Our board of directors will make the determination as to the

fair market value of our initial business combination.

Even though our board of directors will rely on generally accepted standards, our

board of directors will have discretion to select the standards employed.

In addition, the application of the standards generally involves

a substantial degree of judgment.

Accordingly, investors will be relying on the business judgment of the board of directors in evaluating

the fair market value of the target or targets.

Any proxy solicitation materials or tender offer documents used by us in connection with

any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of fair market value test,

as well as the basis for our determinations.

If our board of directors is not able to independently determine the fair market value of

our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity

that commonly renders valuation opinions with respect to the satisfaction of such criteria.

While we consider it unlikely that our board

of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may

be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount

of uncertainty as to the value of a target’s assets or prospects.

Additionally, pursuant to Nasdaq rules, any initial business combination

must be approved by a majority of our independent directors.

We anticipate structuring our initial business

combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity

interests or assets of the target business or businesses.

We may, however, structure our initial business combination such that the post-transaction company

owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners

of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination

if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

Act of 1940, as amended (the “Investment Company Act”).

Even if the post-transaction company owns or acquires 50% or

more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest

in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital

stock, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling interest in the target.

as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination

could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.

If less than 100%

of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion

of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test.

business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all

of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender

offer or for seeking stockholder approval, as applicable.

In evaluating a prospective target business, we

expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees,

document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made

available to us.

The time required to select and evaluate a target

business and to structure and complete our initial business combination, and the costs associated with this process, are not currently

ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target

business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the

funds we can use to complete another business combination.

Lack of Business Diversification

For an indefinite period of time after consummation

of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it

is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

By consummating our initial business combination with only a single entity, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

Limited Ability to Evaluate the Target Business’

Management Team

Although we scrutinized the management team of

our target business, our assessment of the target business’ management team may not prove to be correct.

In addition, the future

management team may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role

of our officers and directors, if any, in the target business following our initial business combination remains to be determined.

it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following our

initial business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to our initial business

Moreover, they would only be able to remain with the company after the consummation of our initial business combination if

they are able to negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take

place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form of

cash payments and/or our securities for services they would render to the company after the consummation of the business combination.

While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business,

their ability to remain with the company after the consummation of our initial business combination will not be the determining factor

in our decision as to whether or not we will proceed with any potential business combination.

Additionally, our officers and directors

may not have significant experience or knowledge relating to the operations of the particular target business.

Following our initial business combination, we

may seek to recruit additional managers to supplement the incumbent management of the target business.

We may not have the ability to

recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience

necessary to enhance the incumbent management.

In identifying, evaluating and selecting a target

business for our initial business combination, we have encountered and will continue to encounter intense competition from other entities

having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds,

and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have significant experience identifying

and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical,

human and other resources than us.

Our ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, the requirement that

we acquire a target business or businesses having a fair market value equal to at least 80% of the value of the trust account (excluding

any taxes payable) at the time of the agreement to enter into the business combination, and our obligation to pay cash in connection with

our public stockholders who exercise their redemption rights, may not be viewed favorably by certain target businesses.

Any of these factors

may place us at a competitive disadvantage in successfully negotiating our initial business combination.

Our executive offices are located at 13355 Noel

Rd., Suite 1100, Dallas, Texas, and our telephone number is (972) 918-5120.

We have two officers.

These individuals are not

obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary,

in the exercise of their respective business judgement, to our affairs until we have completed our initial business combination.

of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination

and the stage of the initial business combination process we are in.

We do not intend to have any full-time employees prior to the completion

of our initial business combination.

We do not have an employment agreement with any member of our management team.

Periodic Reporting and Audited Financial Statements

We have registered our units, Class A common stock

and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current

reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited

and reported on by our independent registered public accountants.

We will provide stockholders with audited financial

statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders

to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance

with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited

in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential targets we may conduct

an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements

in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure

you that any particular target business identified by us as a potential business combination candidate will have financial statements

prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance

with the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed

target business.

While this may limit the pool of potential business combination candidates, we do not believe that this limitation will

We will be required to evaluate our internal control

procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a

large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our

internal control procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley

Act may increase the time and costs necessary to complete any such business combination.

Prior to the date of this prospectus, we will

file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

a result, we will be subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a

Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business

We are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from

the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market

for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also

provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)

of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until

the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which

we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means

the market value of our shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2)

the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

References herein

to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting

company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure

obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting

company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds

$250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during

such completed fiscal year or the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year’s

second fiscal quarter.

Potential Conflicts

Members of our management team who directly or

indirectly own our securities may have a conflict of interest in determining whether a particular target business is an appropriate business

with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest

with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included

by a target business as a condition to any agreement with respect to our initial business combination.

Our officers and directors have agreed to present

to us all target business opportunities that have a fair market value of at least 80% of the assets held in the trust account, subject

to any fiduciary or contractual obligations they may have.

As more fully discussed in “ Directors, Executive Officers and Corporate

Governance — Conflicts of Interest, ” if any of our officers or directors becomes aware of an initial business combination

opportunity that might be attractive to any entity to which he has fiduciary or contractual obligations, he may be required to present

such initial business combination opportunity to such entity prior to presenting such initial business combination opportunity to us.

For more information on the relevant pre-existing fiduciary duties or contractual obligations of our management team, see the section

titled “ Directors, Executive Officers and Corporate Governance — Conflicts of Interest .”

“Form 10-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.

In light of the fact that the Business Combination has closed and our ongoing business will be the business formerly operated by HBC,

this business section primarily includes information regarding HBC’s business.

Technology, Inc, previously known as “Honeycomb Battery Company”, formerly the

energy solutions division of Global Graphene Group, Inc.

(“G3”), 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.

The cofounder

of Solidion, Dr.

Bor Z Jang, filed a U.S.

patent application on graphene in 2002.

The research and development team led by cofounder Dr.

Aruna Zhamu and Dr.

invented graphene-enhanced batteries and built the world’s first manufacturing facility

for graphene-enabled silicon anode materials for lithium-ion batteries.

Solidion is recognized as a global leader in

intellectual property (“IP”) in both the high-capacity anode and the high-energy solid-state battery, as recognized by KnowMade,

a French company that specializes in research and analysis of scientific and patent information.

Solidion is uniquely positioned to offer

advanced anode materials (delivering a specific capacity from 300 to 3,500+ milliampere-hours per gram mass (“mAh/g”))

as well as silicon-rich all-solid-state lithium-ion cells, anodeless lithium metal cells, and lithium-sulfur cells, each featuring an

advanced polymer or hybrid solid electrolyte that is most process-friendly.

Subject to the Supply and License Agreement between G3 and

Solidion, which limits the manufacture of graphene and graphite products for use in our battery-related products and prohibits resale

to third parties, we believe we are well positioned to supply graphite-based anode materials from sustainable sources.

Our all-solid-state battery platform technology

is capable of transforming the entire electric vehicle (“EV”) battery space into a solid-state battery industry.

solid-state cells that can be manufactured at scale using current lithium-ion cell production facilities, requiring no new design, no

new infrastructure, and no new supply chain.

Our batteries are capable of delivering significantly extended EV range, improved battery

safety, lower cost per kilowatt hour, fastest time-to-market, and enable next-gen cathodes with the potential to replace expensive nickel

and cobalt with sulfur (S) and other more abundant elements.

We hold a total of over 520 patents (355 in the

United States and 165+ foreign patents) for next-gen batteries.

KnowMade has acknowledged us as one of the two U.S.-based leaders

in solid-state electrolytes, as well as ranked us as the top company in the United States and top battery startup in the world in

silicon anode technology.

Additionally, Lexis/Nexis has recognized us as a Global Top 100 Innovator.

Industry Background

Vehicle electrification provides once-in-a-century

market opportunity, with an over $300 billion EV battery market by 2030.

Transportation electrification has triggered a

new run of battery sourcing competition, with potentially up to approximately 5,300 GWh lithium battery demand by 2030, a 500%+ increase

from 2020, and a predicted supply shortfall of approximately 3,700 GWh (Fig.

In addition, battery-grade graphite demand is expected

to grow by a factor of 10x from 2019 to 2030.

Graphite anode in batteries is expected to grow from 170,000 MT in 2018 to 2.23 million

1 Global lithium-ion battery demand forecast

The battery technologies developed by Solidion

are aimed at addressing today’s EV battery challenges:

the need for increased energy density, fire safety, fast charging and lower

Today’s EV batteries are largely based

on the lithium-ion cells wherein each cell is typically composed of an anode (negative electrode), a cathode (positive electrode), a

separator that electrically isolates the two electrodes, and a liquid electrolyte that permeates into both electrodes and provides a

medium through which lithium ions can whim back and forth between the anode and the cathode.

These essential components are encased in

a protective housing, allowing two terminals to protrude out of the housing for connecting to an external circuit.

The incumbent anode material is graphite that

stores lithium ions to a theoretical specific capacity of 372 mAh/g (practically 340-360 mAh/g).

A lithium-ion cell, having

a graphite anode and a lithium nickel cobalt manganese oxide cathode (NCM, 175-200 mAh/g), provides a specific energy of typically 220-250

watt-hours per kilogram (“Wh/kg”).

By replacing graphite with silicon (Si), having a theoretical specific capacity of 3,580-4,000

mAh/g, one can obtain a cell having an energy density of 350-400 Wh/kg.

Large shortfall in global graphite anode

material supply.

Anticipated shortfalls, relying on data from Benchmark Mineral Intelligence and estimations from peers, in graphite

anode material supply are approximately 400kt and 300kt in 2025 and 2030, respectively, within North America.

Mining of natural graphite

and production of artificial graphite from petroleum or coal sources are generally viewed as not environmentally benign, and sustainable

sources of graphite are preferable.

Market forecasters predict graphite demand from battery makers will grow by 23% – 27% each

year through 2028 and that planned capacity and projects in development will not be able to meet forecasted demand as soon as 2025.

markets for EV and flame-retardant building materials (“FRBM”) are driving the demand forecast above existing and new sources

of supply of graphite.

None of the top 10 graphite suppliers is

located in North America.

All of the top 10 global graphite anode material suppliers are based in Asia.

Significant graphite

manufacturing capacity is needed in North America to fill the gap between North American supply and demand.

We are well positioned to

be a leading supplier of various anode materials in North America and other regions.

Solidion management team has worked in the

field of carbon and graphite materials for over 30 years, and the first to convert graphite to graphene.

The team began to work

on the development of advanced graphite-, silicon oxide-, and silicon-based anode active materials for lithium-ion cells, and protected

lithium metal-based anodes in 2007 and it believes it has established the best IP portfolio in this space.

The Supply and License Agreement

allows Solidion to manufacture graphene and graphite products for use in our battery-related products and prohibits resale of the manufactured

graphene and graphite products other than after modification to create electrode materials.

Current solid-state lithium metal batteries

are incompatible with current lithium-ion cell production equipment.

This is the major barrier to widespread adoption.

sintered ceramic separators are brittle, expensive, and difficult to fabricate.

Several technical issues, such as high interfacial impedance,

high stack-holding pressure, and low active material proportion, remain to be resolved.

Graphite may be replaced with lithium metal (Li)

in the anode to obtain a lithium metal battery, which is commonly believed to be capable of delivering an energy density in the range

of 400-500 Wh/kg, depending upon the cathode material used.

However, such a potential benefit does not come without challenges.

During the charge-discharge cycles of a lithium metal cell, a needle-like feature called “lithium dendrites” may form on

the lithium metal in the anode.

The dendrite can penetrate through a separator and reach the cathode side to cause internal shorting,

which poses fire and explosion hazards.

In addition, repeated reactions between lithium and liquid electrolyte continue to consume both

the active lithium ions and the liquid electrolyte, leading to rapid capacity decay.

These issues have thus far impeded the practical

utilization of lithium metal batteries to replace the conventional lithium-ion batteries for EV application.

Solidion has been developing

lithium metal protection strategies aiming to address these technical issues.

The safety of lithium-ion or lithium metal batteries

hinges upon the availability of a non-flammable electrolyte.

The liquid electrolytes commonly utilized in current lithium-ion batteries

contain a lithium salt dissolved in an organic solvent, which contains volatile molecules that can catch fire.

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

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.

Solidion has been developing two types of quasi-solid

or hybrid electrolytes, which are expected to have more practical manufacturability-at-scale — “solvent-in-salt”

and “solvent-in-polymer” electrolytes.

Solidion’s effort also includes development of a versatile solid-state electrolyte

Solidion’s electrolytes (FireShield TM ) aim to be process-friendly and compatible with current lithium-ion

cell manufacturing processes.

Specifically, Solidion’s developments are focused to provide a disruptive material process technology

that would enable current lithium-ion cell manufacturing facilities to produce solid-state or quasi-solid electrolyte-based safe lithium

batteries without the need to significantly change existing equipment and facilities.

This implies that the lithium-ion battery industry

can readily enjoy the benefits of solid-state, lithium metal batteries essentially immediately, not having to wait for a decade.

Solidion ’ s battery technology

is targeting to enable significant benefits across battery capacity, life, safety, and fast charging while minimizing cost.

is getting ready to commercialize the graphene-protected lithium metal anode technology, which is essential to the accelerated emergence

of a lithium metal battery industry.

The process-friendly electrolytes are also ready to solidify Solidion ’ s leadership

position in converting the entire lithium battery industry into a quasi-solid and solid-state status.

In the automotive industry, most of the EV makers

are highly interested in silicon- and lithium metal-based anodes for improved EV driving range given the same battery weight or volume.

For instance, GM is experimenting with silicon-rich and lithium metal anodes, solid state and high voltage electrolytes, and dry processing

of electrodes for its next generation of Ultium batteries, due around 2025.

Ford, VW and BMW are also working with battery start-ups

on the development of solid-state lithium metal and Si-based anodes.

Summary of EV Battery Market Demands

As discussed above, a lithium cell supply shortfall

of ~3,700 GWh by 2030 is projected.

Also forecasted is a worldwide graphite supply shortage of 1.4 million tons/year by 2028.

of natural graphite and production of artificial graphite from petroleum or coal sources are generally viewed as not environmentally

The market demands Sustainable sources of graphite.

The EV industry is aware of the potential shortage of critical elements such

as cobalt (Co) and nickel (Ni) that are commonly used in the cathode of a lithium-ion cell;

alternative cathode materials are key to

a sustaining EV battery industry.

The EV market is highly interested in next-gen batteries that exhibit the following features:

Significantly extended

driving range on one battery charge, which would alleviate range anxiety;

Readily available solid-state

Safer battery system without

fire or explosion hazards;

Fast chargeability, with

a goal of achieving a charge to 80% in 15 minutes;

Lower battery cost, with

a goal of less than $100 per kilowatt-hour.

EV batteries are required to meet stringent criteria,

including higher energy density to enable extended driving range, utilization of safer quasi-solid or solid-state electrolytes to enhance

safety, enhanced designs at various levels including material, cell, and module/pack, to facilitate fast charging, and reduced costs

per kilowatt-hour (kWh) for both anode and cathode materials to lower overall battery costs.

Over the course of 15 years, Solidion has

focused its battery research and development endeavors precisely on tackling these challenges head-on.

Our Technologies and Products

Anode active materials

Our products include graphite-based anode materials.

What makes us be different from other manufacturers would be that we will have the flexibility to use raw materials from sustainable

In order to reach the ambitious goal of net zero greenhouse gas emission by 2050, thorough examination of the entire supply

chain line can show insufficiencies.

With the increasing trend of EVs on the road, proliferation of renewable energy – battery

systems, the scrutiny of battery material production impacts on the environment becomes increasingly relevant.

Graphite is currently

indispensable as a battery anode material, dominating the vast majority of the rechargeable battery market due to its long-term cycle

life and low cost of production.

Synthetic graphite is currently produced almost exclusively from petroleum coke and pitch.

proposes to manufacture battery-grade anode materials by introducing renewable and carbon negative biochar produced from waste biomass

as alternative feedstock.

By collecting dead trees, trimming, and other waste biomass, the process of creating biochar sequesters the

elemental carbon and prevents the release of carbon as green-house gas through natural decomposition or wildfires.

Hence the process

of converting waste biomass to biochar has been shown to be carbon neutral or even negative depending on the end use of the biochar.

Given that biochar when mixed into soil, can remain sequestered for scale of thousand years, it will likely remain as sequestered carbon

in a sealed cell until recycled and reused, hence prolonging its sequestered state.

Solidion has developed a process technology that

is expected to allow cost-effective production of anode-grade graphite from this unique sustainable source.

Subject to the Supply and

License Agreement we entered into with G3, Solidion is allowed to manufacture graphene and graphite products for use in our battery-related

products and prohibits resale of the manufactured graphene and graphite products other than after modification to create electrode materials.

Solidion has also developed a cost-effective

graphene/silicon or graphene/SiOx composite anode material that enables 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”).

Graphene has proven to be effective in resolving the battery capacity decay problem caused by repeated volume expansion/shrinkage of

Solidion provides silicon-rich or SiOx-rich high-capacity anode materials that exhibit outstanding performance-to-cost ratio

and aims to significantly extend the EV driving range on one battery charge.

Additionally, Tesla suggested on its 2020 “Battery

Day” that the best silicon anode should have low-cost silicon particles with a simple design to reduce material cost, instead of

highly engineered structures such as the Chemical Vapor Deposition process (“CVD”) used by our competitors.

It should also

have elastic, ion-conducting polymer coating that protects these silicon particles, as well as highly elastic binder and some electrode

design used in the anode to maintain structural integrity of the electrode.

We also have patents that cover these desired features of

silicon anode materials.

Safer Batteries

We plan to produce batteries that bridge the

performance and time-to-market gaps.

A drop-in solution is expected to be compatible with today’s manufacturing process and

There are two paths we expect to narrow the gap between today’s battery technology and future solid-state performance:

silicon-rich solid-state lithium-ion cells and solid-state lithium metal batteries, which we expect to be ready for commercialization

in two to three years.

Higher energy density and solid-state electrolytes are the key to the next generation of EV batteries.

batteries must deliver a higher energy density for extended driving range, contain only safe quasi-solid or solid-state electrolytes

for safety, improved designs at the material-, cell-, and module/pack-levels for fast charging, and lower anode and/or cathode costs

per kilowatt-hour for lower battery costs.

Our team’s 15 years of battery research and development efforts have been precisely

directed at addressing these issues.

Briefly speaking, we plan to produce the following batteries:

Solid-state lithium-ion cells featuring a silicon-rich anode and a quasi-solid or polymer-inorganic composite electrolyte (intended

to be launched in 2026).

Generation 2:

lithium metal cells featuring a thin lithium metal anode or an initially lithium metal-free anode (“anode-less”) and

a polymer-inorganic composite electrolyte (expected 2026);

Generation 3:

lithium-sulfur cells featuring a lithium metal anode, a sulfur or conversion-type cathode, and an in situ curable polymer-inorganic

composite electrolyte (expected 2027).

In summary, Solidion has superior technologies

that can be commercialized quickly to solve the EV industry’s most critical issues:

that Solidion technology can significantly lower cost/KWh of today’s batteries, accelerating adoption and enabling sustainable

EVs to quickly replace internal combustion engines.

We also believe that our battery costs can be lower than those of future solid-state

battery-producing competitors.

Time-to-market:

solid-state electrolytes are process-friendly, enabling the “future” solid-state batteries to be produced “now”

using existing/current lithium-ion battery production equipment.

EV OEMs can utilize existing factories to qualify solid-state batteries

in two to three years, rather than waiting for four to seven years.

This is in stark contrast to other solid-state

lithium metal battery companies that will hopefully begin mass production of all solid-state batteries in 2025-30.

The implementation

of the conventional solid state battery technology requires large factory infrastructure rebuilds and will take years to develop.

Solidion will use existing factories, saving time to market, cost and supporting supply chain demand faster.

Driving range:

solid-state lithium batteries and lithium-sulfur batteries potentially can provide up to a 100% increase in range for the same size

battery, eliminating range anxiety.

Our fire/flame-resistant

quasi-solid and solid-state electrolytes make all types of rechargeable lithium battery safer.

Battery charging time:

Reducing the recharge time to less than 15 minutes can help drive EV adoption and reduce charging infrastructure challenges.

Total solutions:

costs and high performance of our batteries will make it economically viable for commercializing battery modules/packs for emergency

power applications.

These power systems will be capable of connecting to grids and solar/wind-based power sources and will be available

for vehicle-to-home (V2H) charging.

Apart from the EV sector, Solidion is strategically

exploring entry into diverse markets such as hand-held devices, energy storage systems (ESS), power tools, and e-bikes.

We expect our

batteries to be poised to capture substantial market shares owing to their distinct advantages, including cost-effectiveness, superior

charging/discharging performance, safety features, extended cycle-life, and exceptional durability.

These attributes are expected to

position us for significant growth and success across multiple sectors.

Summary of Solidion’s products and

stages of development.

Anode active materials:

● Graphite-based

anode materials (with flexibility to choose raw materials including sustainable sources)

are in the final stage of product development.

● Graphene-enhanced

silicon oxide ((SiOx) anode materials) are in the final stage of product development.

anode materials:

Small-scale manufacturing is in progress (currently 15 metric tons per annum

We are planning expansion to >150 MTA by 2026.

2 SEM images of Solidion’s Si-rich

anode materials.

Our Competitive Strengths

In the automotive industry, the price of a vehicle

ultimately dictates the final decision of a potential customer, and the emerging EV industry is no exception.

EV industry experts have all agreed that EVs will become competitive against the internal combustion engine (ICE) vehicles when the battery

cost reaches a threshold of $100/KWh given comparable performance/safety characteristics.

Si-rich anode materials:

The production

of Solidion’s Si-rich anode materials begins with a significantly lower starting material and follows a highly scalable, low-cost

process (Fig.

This is in stark contrast to competitors’ use of an expensive, toxic, and explosive gaseous silane and the high-cost

According to Tesla’s analysis on its Battery Day in 2020, the CVD Si anode price is estimated to be > $100/KWh,

while Solidion’s product is expected to be lower than $6/kWh, which is approximately the price of currently used graphite anode

Solidion is believed to be capable of cost-effectively producing the high Si content anode materials (graphene/elastomer encapsulated

Si particles, first-cycle efficiency up to 94% and specific capacity of 2,000-3,200 mAh/g) that would meet the requirements of increased

energy density and lower cost for next-gen EV batteries.

Process-friendly quasi-solid and solid-state

electrolytes:

Solidion has been developing a truly disruptive solid-state platform technology that can help solidify the battery

safety of the EV industry.

Our key electrolyte technologies may be summarized as follows:

(a) we invented elastomeric solid electrolytes;

(b) we have highly significant IP in in-situ curing or in-situ solidification of polymer electrolytes;

invented quasi-solid electrolytes;

(d) we developed thermally stable and flame-retardant polymer and polymer/inorganic hybrid electrolytes;

(e) our electrolytes are compatible with current Li-ion infrastructure and processes;

and (f) We have versatile and easy-to-process

solid-state electrolytes for safe lithium-ion and lithium-metal batteries.

As summarized in Fig.

3 below, we have earliest IP in quasi-solid

electrolytes (solvent-in-salt and solvent-in-polymer), and strong IP position in solid polymer electrolytes ( in situ polymerization and

solid elastomeric electrolytes), and polymer composite electrolytes (elastic, flame-retardant and high-temperature polymer electrolytes).

Fig.3 Types of electrolytes for Li-ion and Li

metal batteries.

Lithium metal cells:

Lithium metal

anode protection is key to the commercialization of all-solid-state or liquid-state lithium metal batteries (any battery that makes use

lithium metal as the anode active material;

hence, higher energy density).

We believe that Solidion has the most significant IP in the

area of lithium metal anode protection (50+ U.S.

patents and many foreign patents).

Our graphene- and/or polymer-enabled lithium

metal protection technologies aim to overcome technical barriers (for example, lithium dendrites, large interfacial impedance, etc.)

that have thus far impeded commercialization of solid-state lithium metal batteries.

We believe that our graphene/polymer-based Li metal

protection layers are key enabling technologies for all types of solid-state lithium metal batteries.

For instance, Solidion’s

anode-protecting layers and elastomeric solid electrolytes accelerate commercialization of ultra-thin lithium (Li-light) anode or anodeless

batteries, both featuring reduced cell weight and volume and thus higher energy densities.

Lithium-sulfur and lithium-selenium cells:

Solidion researchers are pioneers in the field of graphene-enabled Li-S and Li-Se batteries, having 50+ U.S.

numerous foreign patents in this subject.

In particular, Solidion has developed nanostructured graphene-sulfur cathode that has (a) exceptionally

high sulfur content and utilization efficiency;

(b) high specific capacity (up to 1,000 mAh/g);

capable of up to 500 Wh/kg;

over 2x that of traditional lithium-ion cells);

and (d) minimal shuttle effect, enabling good cycle-life.

Beyond Lithium Chemistries:

has also developed impressive technologies in other types of batteries.

Solidion is a pioneer in the field of aluminum-ion cells, having

quite likely the most significant IP in this topic.

Solidion also has good IP in the sodium-ion cells.

In summary, Solidion is the inventor of many

key enabling battery technologies, including (as examples) graphene-enabled batteries, elastic polymer-protected batteries, quasi-solid

electrolytes, elastomeric solid-state electrolytes, flame-retardant polymer composite electrolytes, graphene-enabled bipolar electrodes

and batteries, etc.

This massive IP portfolio provides EV and energy storage systems (ESS) industries with several disruptive battery

technologies, for example, (a) Si-rich anode having a high performance/cost ratio, (b) high-capacity sulfur cathode materials

(Co-, Ni-, and Mn-free), (c) highly process-friendly solid-state electrolytes, (d) protected lithium metal anode, essential

to the success of future lithium metal batteries, (e) fast chargeability, (f) aluminum-ion cells, and (g) sodium-ion cells.

We believe that Solidion’s battery products

have the following features or advantages:

Higher energy density.

Projected 20% to 80% increase in EV driving range to eliminate range anxiety.

Solid-state performance.

With our target of facilitating the conversion of lithium-ion battery facilities into solid-state lithium battery production

lines we expect Solidion solid-state batteries to become available in two to three years.

and solid-state electrolytes provide effective solutions to battery fire and explosion issues.

Lower cost per kilowatt-hour.

We believe our technology could provide a cost advantage as compared to our competitors.

We expect our high-capacity

anodes, cathodes, electrolyte technology and unique module/pack-level can result in energy density increases, lower pack system costs,

safety improvements, reduced cooling provisions, eliminated or reduced electrochemical formation, and the ability to use current

lithium-ion cell production equipment,

Faster charging.

We are developing anode materials designs, innovative cell configurations, and both passive and active thermal management

at both cell- and pack-levels for improved charging speeds.

Performance Improvements:

We anticipate

that our Generation 2 all-solid-state lithium metal cells (expected 2026) and Generation 3 all-solid-state lithium-sulfur cells (expected

2027) would deliver significant performance improvements as compared to current conventional Li-ion cells (Fig.

Pack volume in watt

hours per liter (“Wh/L”) is expected to be 480 Wh/L for our 350 liter Generation 2 and 3 products as compared to 250 Wh/L

for current 350 liter Li-ion products.

Pack energy, assuming the same pack volume, is expected to be 165 kWh for our Generation 2 and

3 products as compared to 85 kWh for current Li-ion products.

Range is expected to be 620 miles for our Generation 2 and 3 products as

compared to 320 miles for current Li-ion products.

Charge time is expected to be less than 15 minutes to increase from a 0% to 80% charge

for our Generation 2 and 3 products as compared to greater than 30 minutes to increase from 5% to 80% charge for current Li-ion products.

Power is expected to be 650 kW for our Generation 2 and 3 products as compared to 400 kW for current Li-ion products.

Safety is expected

to be much improved through the use of our fire-resistant electrolyte technology in our Generation 2 and 3 products as compared to organic

electrolyte for current Li-ion products.

Fig.4 Comparison of different solid-state battery

Manufacturing and Supply

Solidion plans to become a supplier of all-solid-state

cells (for the EV, energy storage systems and 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.

We have a sustainable graphite anode material

manufacturing plan.

We plan to produce biomass-derived graphite anode materials, subject to the Supply and License Agreement, which allows

Solidion to manufacture graphene and graphite products for use in our battery-related products and prohibits resale of the manufactured

graphene and graphite products other than after modification to create electrode materials.

During Phase 1, which we expect will

last three years, we intend to source proper biochar products from biochar suppliers and convert these products into graphite anode

materials using a proprietary process.

After 3 years, we intend to implement a significantly lower temperature process for reduced

Advantages of biochar as a raw material include sustainability and lower material cost compared to production of graphite from

petroleum or coal sources.

In addition, heat treatment equipment for graphite production is available from multiple vendors located in

many counties or regions.

Our business is not raw-material-limited.

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 2,700 million

tons available per year.

900 million tons of forest residues and wood processing residues combined are available, and an additional

1,800 million 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 expect to scale up our silicon anode material

production capacity from 15 MT per year, currently in Dayton, Ohio, to greater than 150 MT per year by 2026.

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.

the TM/JV partners to acquire silicon-rich anode materials and electrolyte formulations from us as part of the TM/JV agreement.

also supply both graphite-dominant and silicon-rich anode materials to customers that choose to use liquid electrolytes in their lithium-ion

“Made in America” guidance.

On March 31, 2023, the U.S.

Treasury Department and the IRS released proposed guidance on the new clean vehicle provisions of

the Inflation Reduction Act.

To be eligible for a $7,500 credit, clean vehicles must meet sourcing requirements for both the critical

minerals and battery components contained in the vehicle.

Vehicles that meet one of the two requirements are eligible for a $3,750 credit.

To meet the critical mineral requirement and be eligible for a $3,750 credit, an applicable percentage that increases each year of the

value of the critical minerals contained in the battery must be extracted or processed in the United States or a country with which the

United States has a free trade agreement, or be recycled in North America.

Critical minerals in the EV battery must be extracted or processed

in the U.S., countries with which the U.S.

has a free trade agreement or have been recycled in North America.

By the end of 2026, the

applicable percentage will be 80% for the critical mineral requirement.

To meet the battery component requirement and

be eligible for a $3,750 credit, the applicable percentage of the value of the battery components must be manufactured or assembled in

North America — as mandated by the Inflation Reduction Act.

By the end of 2026, the applicable percentage will be 80%

for the battery component requirement, and by the end of 2028, 100% of battery components must be manufactured and assembled in North

America by 2028 for a vehicle to be eligible for the clean vehicle tax credit.

In addition, beginning in 2024, an eligible clean

vehicle may not contain any battery components that are manufactured by a foreign entity of concern and beginning in 2025 an eligible

clean vehicle may not contain any critical minerals that were extracted, processed, or recycled by a foreign entity of concern.

We expect that by the end of 2027, 80% of battery

materials and components made by Solidion will comply with the critical mineral and battery component requirements.

We believe anode

materials for Lithium-ion cells would be domestically produced from renewable and recycled feedstocks without extraction or mining, and

that sulfur cathode materials will lessen the need for imported manganese, cobalt and nickel.

We further believe that Solidion’s

local sourcing and manufacturing ability make it an ideal candidate for government grants and loans.

However, there can be no assurance

that we will be able to scale up our production as anticipated in order to supply our battery technology to vehicles that may be eligible

for clean vehicle tax credits.

Summary of research, design, development,

manufacturing and commercialization.

Manufacturing/Commercialization

Pre-Production

B and C samples to meet technical expectations.

and evaluate equipment for pilot plant

samples to customers

location survey

● Engineering

samples to customers

Material Obstacle

With adequate resources,

we do not anticipate any material technical obstacles.

The lead time of certain

equipment (for example, battery cell production equipment) is excessively long (9 – 18 months).

We are interacting

proactively with potential suppliers in multiple regions in the hope of shortening the waiting period.

lead time issue.

production equipment (for example, SiOx production) must be custom-designed.

We have started working with selected engineering design

companies and equipment manufacturers to overcome this engineering issue.

Plans for production.

Synthetic graphite production — For phase

1, we expect to build a processing plant with production capacity of 10,000 MT by 2026, with a projected capital expenditure of $100-200

million and resulting in revenue of $90 – $100 million.

We would plan to expand annual capacity to 180,000 MT by 2032.

Anode products — Our Dayton, Ohio, anode

materials production line has a current capacity of 15 MT per year, and we expect to scale it up to a capacity of >150 MT per year

Battery products — We expect to launch

Gen1 and Gen2 cells by 2026 and Gen3 by 2027.

Intellectual Property

Solidion has a portfolio of over 520 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.

We believe we have advanced IP in process-friendly

and cost-effective polymer/inorganic hybrid solid electrolytes that are fire/flame-resistant, which effectively overcomes the fire/explosion

issues commonly associated with liquid electrolytes.

KnowMade has analyzed more than 14,400 patent filings related to “solid-state

Li-ion batteries with inorganic solid electrolytes.” Solidion battery IP is one of only two U.S.

companies recognized in its

list of the top 31 companies (Fig.

5 Solidion is recognized as a leader in solid-state

battery technologies.

Another KnowMade report (Fig.

6) has identified

Solidion as the U.S.

leader in the Si anode technology.

In the USA, Solidion is No.

1 (having 131 patent families in the

Si anode), followed by GM (90), Enevate (77), and Amprius (71).

Further, Honeycomb/G3 is ranked No.

9 in the entire battery industry,

after 8 major Li-ion battery cell producers;

however, Solidion is No.

1 among all the battery start-ups in the world.

6 Solidion is recognized as a leader in “Silicon

Anode for Li-ion Batteries.”

Our high silicon-content anode provides a drop-in

solution to enhancing the energy density of a lithium-ion battery.

We have the earliest and most significant IP on elastic polymer-protected

silicon particles, which is the most cost-effective silicon anode as identified by Tesla on its “Battery Day” in 2020.

are uniquely positioned to commercialize high silicon content-based all-solid-state batteries.

We believe a partnership with Honeycomb

will help solidify an EV maker’s success as the worldwide leader in safe EVs for decades to come.

We are recognized as one of the Global Top 100

Innovators (Fig.

7), a testimony to not only the quantity but also the quality of our IP.

In April 2022, LexisNexis published

“Innovation Momentum 2022:

The Global Top 100,” a comprehensive IP report that recognized global technology companies with

exceptional technological relevance for the future, market coverage, and citation index.

We were one of 12 companies recognized in the

report under the Chemicals and Materials industry sector, and one of only 2 such US-based companies that received the honor.

Other innovators

listed in this sector are prominent EV battery companies such as LG Chem, Samsung SDI, and CATL.

We are the only battery start-up listed

among these top 100 innovators.

7 Third party validation of Solidion’s

The strong IP portfolio enables Solidion to become a market and technology

leader in the battery space for decades to come.

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 start-ups, such as Sila Nanotechnologies, Amprius Technologies and Group 14, which are all highly

promising battery companies.

Our 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.

Additionally, Solidion may

be perceived to compete with certain other solid-state or lithium metal battery start-ups, such as QuantumScape, Solid Power and SES.

we view these companies as potential strategic partners, not competitors.

For instance, Solidion has complementary IPs 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.

Solidion’s 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.

The following two charts summarize the key attributes

that differentiate Solidion’s products and technologies from certain of our competitors (Fig.

8 A brief summary of Solidion’s product/technology

attributes vs.

other key silicon anode-focused battery start-ups.

9 A brief summary of Solidion’s product/technology

attributes vs.

other key lithium metal cell-focused battery start-ups.

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

As of March 2024, we employed 32 full time employees, 2 part time employees and 1 temporary employee.

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.

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 27,646 square feet and lease a building of approximately

7,097 square feet.

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.

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.

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.

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.

remaining safety tests at the cell level, we will rely on third parties, such as UL, for safety certification purposes.

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

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.

As a smaller reporting company, we are not required

to make disclosures under this Item.

UNRESOLVED STAFF COMMENTS

Not applicable.

We do not own any real estate or other physical

properties materially important to our operations.

We maintain our principal executive offices at 13355 Noel Rd., Suite 1100, Dallas,

We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate

for our current operations.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business