What changed in this filing

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Item 1A. Risk Factors

2025-04-16 compared with 2024-04-12 · 1097 added, 1151 removed, 33 unchanged (99% of the section changed)

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 “Management’s 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.

Risks Related to Solidion’s 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.

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.

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.

technology is developed more rapidly than our high-capacity anode and high-energy solid-state battery technology, or if such competing

technologies are determined to be more efficient or effective than our high-capacity anode and high-energy solid-state battery technology,

our partners may elect to adopt and install a competitor’s 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

anticipated commercial-sized our high-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.

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 our high-capacity anode and high-energy solid-state battery technology.

The work required to integrate

this equipment into the production of our high-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

our high-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.

because this equipment has historically not been used to build our high-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 our high-capacity anode and high-energy solid-state batteries and related products.

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

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 our high-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 our high-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.

Any disruption in the supply of components, equipment

or materials could temporarily disrupt research and development activities or production of our high-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 our high-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

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 our high-capacity anode and high-energy

solid-state batteries at scale, our business will be adversely affected.

We require significant capital to develop our high-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 our high-capacity anode and high-energy solid-state battery technology, but also to control our

If we are unable to efficiently design, appropriately price, sell and distribute our high-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 Solidion’s 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 the ongoing COVID-19 pandemic,

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.

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 our high-capacity anode and high-energy solid-state

battery technology, a promising alternative to conventional lithium-ion battery cell technology.

However, lithium-ion battery

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 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 “Management’s

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.

the risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected.

event, the market price of our securities could decline, and you could lose part or all of your investment.

Related to Solidion’s Business and Operations

Related to Development and Commercialization

our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected.

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.

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.

may elect to pursue other battery cell technologies, which likely would impair our revenue generating ability.

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 our high-capacity anode and high-energy solid-state

battery technology, or if such competing technologies are determined to be more efficient or effective than our high-capacity anode

and high-energy solid-state battery technology, our partners may elect to adopt and install a competitor’s technology or products

over ours, which could materially impact our business, financial results, and prospects .

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.

achieve acceptance by automotive OEMs, our anticipated commercial-sized our high-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.

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.

rely on complex equipment for our operations, and production involves a significant degree of risk and uncertainty in terms of operational

performance and costs.

rely heavily on complex equipment for our operations and the production of our high-capacity anode and high-energy solid-state battery

The work required to integrate this equipment into the production of our high-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 our high-capacity anode and high-energy solid-state battery technology.

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 build our high-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.

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.

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.

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.

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 our high-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.

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.

rely on third-party suppliers for components and equipment necessary to develop our high-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 our high-capacity anode and high-energy solid-state battery technology and related technologies may

we may become subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices.

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.

disruption in the supply of components, equipment or materials could temporarily disrupt research and development activities or production

of our high-capacity anode and high-energy solid-state battery technology until an alternative supplier is able to supply the required

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.

fluctuations, trade barriers, tariffs or shortages and other general economic or political conditions may limit our ability to obtain

key components or equipment for our high-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.

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 our high-capacity anode and high-energy solid-state batteries at scale, our business will be adversely affected.

require significant capital to develop our high-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 our high-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 our high-capacity anode and high-energy solid-state battery technology, our anticipated margins, profitability and prospects

would be materially and adversely affected.

we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed.

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.

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 Solidion’s 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.

insurance coverage may not be adequate to protect us from all business risks.

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.

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.

facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events, including

fire and explosions.

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 potential virus pandemics, 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.

Related to Industry and Market Trends

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.

battery cell market in which we compete continues to evolve and is highly competitive.

To date, we have focused our efforts on our high-capacity

anode and high-energy solid-state battery technology, a promising alternative to conventional lithium-ion battery cell technology.

However, lithium-ion battery 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, traditional lithium-ion battery

1 unchanged sentence

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.

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 the lithium-ion battery cell industry,

our competitive position and growth prospects may be harmed.

Similarly, if we fail to accurately predict and ensure that our high-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 our high-capacity anode and high-energy solid-state battery technology,

our business will be harmed.

We must continue to commit significant resources

to develop our high-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.

is no assurance we will successfully identify new customer requirements, develop and bring our high-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 our high-capacity

anode and high-energy solid-state battery technology obsolete or noncompetitive, any of which would adversely affect our business and

operating results.

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

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.

such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as:

● our limited operating

● 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,

automotive OEMs are researching and investing in solid-state battery cell efforts and, in some cases, in battery cell development and

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.

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.

we are unable to keep up with competitive developments, including if such technologies achieve lower prices or enjoy greater policy support

than the lithium-ion battery cell industry, our competitive position and growth prospects may be harmed.

Similarly, if we fail

to accurately predict and ensure that our high-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 our high-capacity

anode and high-energy solid-state battery technology, our business will be harmed.

must continue to commit significant resources to develop our high-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 our high-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 our high-capacity anode and high-energy solid-state battery technology obsolete or noncompetitive,

any of which would adversely affect our business and operating results.

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:

limited operating history;

unfamiliarity with our products;

in or impediments to completing or achieving our research and development goals;

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

● 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;

● 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.

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.

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

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 these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller

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 potential end-customer that 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.

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

We may not be able to accurately estimate

the future supply and demand for our high-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 our high-capacity anode and

high-energy solid-state battery technology or our ability to develop, manufacture, and deliver such products, or our profitability in

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.

fail to order sufficient quantities of product components in a timely manner, the delivery of our high-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

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.

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.

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 management’s

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.

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 $3.9 million

for the year ended December 31, 2022, and approximately $5.3 million for the year ended December 31, 2023.

We believe that

we will continue to incur operating and net losses each quarter until the time significant production of our high-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 our high-capacity anode and high-energy solid-state battery technology;

expand our research

and development activities;

● competition

and uncertainty regarding the future of electric vehicles;

development and adoption of competing technologies that are less expensive and/or more effective

than our products;

eventual production and sales performance compared with market expectations.

future growth and success are dependent upon consumers’ willingness to adopt electric vehicles.

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

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.

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.

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.

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 these end-customers involve 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 potential end-customer that elects not to purchase our products.

OEMs that are large organizations often undertake a significant evaluation process that results in a lengthy sales cycle.

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.

may not be able to accurately estimate the future supply and demand for our high-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.

to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.

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 our high-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 our high-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.

Related to Limited Operating History

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.

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 management’s 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.

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 our high-capacity anode and

high-energy solid-state battery technology begins.

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 our high-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;

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.

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.

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.

history of recurring losses and anticipated expenditures raise substantial doubts about our ability to continue as a going concern.

ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.

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.

however, there can be no assurance

There can be no assurance that

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

● investor sentiment;

● 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

If we fail to effectively manage our future

growth, we may not be able to market and license the technology and know-how to manufacture or sell our high-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.

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 United States.

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.

we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially

and adversely impacted.

Risks Related to Intellectual Property

We rely heavily on owned intellectual property,

which includes patent rights, trade secrets, copyright, trademarks, and know-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 United States 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 management’s 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 United States.

Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States

and efforts to protect against the unauthorized use of our intellectual property rights, technology and other proprietary rights may

be impossible outside of the United States.

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.

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 United States, and thus we cannot be certain that foreign patent applications related to issued U.S.

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.

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.

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 party’s 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

● 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;

● 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 management’s

Risks Related to Finance and Accounting

Our expectations and targets regarding

the times when we will achieve various technical, pre-production and 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-production and 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 our high-capacity anode and high-energy

solid-state batteries that achieves our desired performance metrics and achieves the requisite

automotive industry validations before our competitors;

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.

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.

may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or

There is substantial doubt as to our ability to continue as a going concern.

may need additional capital before we commence generating revenues, and it may not be available on acceptable terms, if at all.

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.

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.

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.

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:

level of success we have experienced with our research and development programs;

operating performance;

ability to incur additional debt in compliance with any agreements governing our then-outstanding

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.

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

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.

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.

we fail to effectively manage our future growth, we may not be able to market and license the technology and know-how to manufacture

or sell our high-capacity anode and high-energy solid-state battery technology successfully.

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.

of our management does not have experience in operating a public company.

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 United States.

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.

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.

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.

Related to Intellectual Property

rely heavily on owned intellectual property, which includes patent rights, trade secrets, copyright, trademarks, and know-how.

we are unable to protect and maintain access to these intellectual property rights, our business and competitive position would be harmed.

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

United States 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 management’s

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.

A number of foreign countries do not protect intellectual

property rights to the same extent as the United States.

Therefore, our intellectual property rights may not be as strong or as

easily enforced outside of the United States and efforts to protect against the unauthorized use of our intellectual property rights,

technology and other proprietary rights may be impossible outside of the United States.

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.

patent applications may not result in issued patents, which would result in the disclosures in those applications being available to

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.

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.

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 United States, and thus we cannot be certain that foreign

patent applications related to issued U.S.

patents will be issued.

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.

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 party’s intellectual property rights, we may be required to do one or more of the following:

selling, leasing, incorporating or using products that incorporate the challenged intellectual

substantial damages;

alter our research and development activities and proposed production processes;

a license from the holder of the infringed intellectual property right, which may not be

available on reasonable terms or at all;

our battery cells at significant expense.

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.

any litigation or claims, whether or not well-founded, could result in substantial costs, negative publicity, reputational harm and diversion

of resources and management’s attention.

Related to Finance and Accounting

expectations and targets regarding the times when we will achieve various technical, pre-production and 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.

expectations and targets regarding the times when we will achieve various technical, pre-production and 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:

and timing of our development activity and ability to develop our high-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

3 unchanged sentences

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

● 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

● the overall strength

and stability of domestic and international economies.

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

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 Exchange Act.

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 Exchange Act 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 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

We will 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 Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank

Wall Street Reform and Consumer Protection Act of 2010 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 United States may require costs greater than expected.

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.

Compliance with public company requirements will

increase costs and make certain activities more time-consuming.

A number of those requirements will require us to carry out activities

we have not done previously.

For example, we have created, or will create, new Board committees and adopted, or will adopt, new internal

controls and disclosure controls and procedures.

In addition, we will incur expenses associated with SEC reporting requirements.

if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant

deficiency 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 will increase

legal and financial compliance costs and the costs of related legal, accounting and administrative activities.

These increased costs

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 our high-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 our high-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 our high-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 our high-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

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;

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;

ability to manage our growth;

we can manage relationships with key suppliers and the availability of the raw materials

we need to procure from them;

ability to retain existing key management, integrate recent hires and attract, retain and

motivate qualified personnel;

overall strength and stability of domestic and international economies.

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.

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.

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.

disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

are subject to certain reporting requirements of the Exchange Act.

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 Exchange Act is accumulated and communicated

to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

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.

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.

and Procedures—Management’s Report on Internal Control Over Financial Reporting—Material 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.

further discussed in “Item 9A, Controls and Procedures—Remediation 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.

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 Section 404, as well as rules and

regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 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 United States 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.

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.

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.

unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business,

prospects, financial condition and operating results.

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 our high-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.

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.

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

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 our high-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.

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 United States, 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.

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 United States 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.

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.

Related to Legal and Regulatory Compliance

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.

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 our high-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 our high-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

Moreover, a product liability claim could generate substantial negative publicity about our technology and business and inhibit

or prevent commercialization of our high-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.

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.

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.

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.

may also negatively affect our reputation.

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.

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 our high-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.

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 United States, 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.

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 United States 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.

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

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.

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 to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security

breaches and security incidents as a result of non-technical issues, 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.

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.

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

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 or co-insurance requirements, 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

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.

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.

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.

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

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.

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 to break-ins, sabotage and intentional acts

of vandalism, as well as disruptions and security breaches and security incidents as a result of non-technical issues, 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.

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.

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

We may be required to expend significant resources to make corrections or to remediate issues that are identified or to find alternative

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.

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 or co-insurance requirements,

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.

6 unchanged sentences

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, and non-hazardous wastes.

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.

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.

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.

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, and non-compliance with 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.

bribery statute contained in 18 U.S.C.

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, and non-hazardous wastes.

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.

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

If we were to violate any such permit or related permit conditions, we may incur significant fines and penalties.

rely on third parties to ensure compliance with certain environmental laws, including those relating to the disposal of wastes.

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.

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 may be exposed to toxic hydrogen sulfide as a result of the components we use being exposed to moisture.

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.

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.

are or will be subject to anti-corruption and anti-bribery and anti-money laundering and similar laws, and non-compliance with

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.

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 recent years 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.

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 management’s attention and resources and significant defense costs and other professional fees.

Recent and potential tariffs imposed by

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.

government has

and continues to make significant changes in U.S.

trade policy and has taken certain actions that could negatively impact U.S.

including imposing tariffs on certain goods imported into the United States.

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 United States could result in the adoption of tariffs by other countries as well, leading to a global trade war.

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 recent years 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.

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

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.

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.

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.

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 management’s attention and resources and significant defense costs and other professional fees.

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.

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 United States.

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 United States 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

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

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

United States 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 United States 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 United States 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.

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 United States 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.

Risks Related to Ownership of Our Common Stock

A significant portion of Solidion’s

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 Solidion’s Common Stock to drop significantly,

even if our business is doing well.

The market price of shares of Solidion’s

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.

Concurrently with the execution of the Merger

Agreement, Solidion and G3 entered into a lock-up agreement, pursuant to which G3 agreed not to, during the Lock-up Period (as defined

below), offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the shares issued in connection

with the Transactions (the “ Lock-up Shares ”), enter into a transaction that would have the same effect, or enter into

any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares,

whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise.

As used herein, “ Lock-Up

Period ” means the period commencing on the Closing and ending six months after the Closing.

The Sponsor is subject

to the same Lock-Up Period pursuant to the Parent Support Agreement.

However, following the expiration of such lock-up periods, G3 and

the Sponsor and their permitted transferees will not be restricted from selling Solidion securities held by them, other than by applicable

securities laws.

In addition, G3 and certain other stockholders

of Solidion entered into a registration rights agreement (the “Registration Rights Agreement”) with Solidion.

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.

As such, sales of a substantial number of shares

of Solidion’s 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 Solidion’s Common Stock.

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

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

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 United States 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 United States 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 United States 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.

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 United States 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.

Related to Ownership of Our Common Stock

significant portion of Solidion’s 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 Solidion’s

Common Stock to drop significantly, even if our business is doing well.

market price of shares of Solidion’s 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.

such, sales of a substantial number of shares of Solidion’s Common Stock in the public market could occur at any time.

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

Solidion’s Common Stock.

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.

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 Solidion’s

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 Solidion’s

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 Solidion’s

Common Stock or other equity securities of equal or senior rank could have the following effects:

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.

may issue additional shares of Solidion’s Common Stock or other equity securities without your approval, which would dilute your

ownership interests and may depress the market price of your shares.

may issue additional shares of Solidion’s 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.

issuance of additional shares of Solidion’s Common Stock or other equity securities of equal or senior rank could have the following

proportionate ownership interest in Solidion will decrease;

1 unchanged sentence

market price of our shares of Solidion stock may decline.

A market for Solidion’s securities

may not continue, which would adversely affect the liquidity and price of Solidion’s securities.

The price of Solidion’s securities may

fluctuate significantly due to general market and economic conditions.

An active trading market for Solidion’s securities may not

be sustained.

In addition, the price of Solidion’s securities can vary due to general economic conditions and forecasts, Solidion’s

general business condition and the release of Solidion’s financial reports.

Additionally, if Solidion’s 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 Solidion’s 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.

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.

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 third trading

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 Solidion’s Common Stock adversely, then the price and trading volume of Solidion’s Common Stock could decline.

The trading market for Solidion’s Common

Stock is influenced by the research and reports that industry or securities analysts may publish about us, Solidion’s business

and operations, Solidion’s market, or Solidion’s 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, Solidion’s stock price

and trading volume would likely be negatively impacted.

If any of the analysts who may cover Solidion change their recommendation regarding

Solidion’s stock adversely, or provide more favorable relative recommendations about Solidion’s competitors, the price of

Solidion’s 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 Solidion’s stock price

or trading volume to decline.

Changes in laws, regulations or rules,

or a failure to comply with any laws, regulations or rules, may adversely affect Solidion’s business, investments and results of

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 Solidion’s 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 Solidion’s 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 Section 2(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 Section 404 of the Sarbanes-Oxley Act;

market for Solidion’s securities may not continue, which would adversely affect the liquidity and price of Solidion’s securities.

price of Solidion’s securities may fluctuate significantly due to general market and economic conditions.

An active trading market

for Solidion’s securities may not be sustained.

In addition, the price of Solidion’s securities can vary due to general economic

conditions and forecasts, Solidion’s general business condition and the release of Solidion’s financial reports.

Additionally,

if Solidion’s 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 Solidion’s

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.

can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless.

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.

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.

may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of

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 third trading 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.

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 Solidion’s Common Stock adversely, then the price and trading volume of Solidion’s

Common Stock could decline.

trading market for Solidion’s Common Stock is influenced by the research and reports that industry or securities analysts may publish

about us, Solidion’s business and operations, Solidion’s market, or Solidion’s 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,

Solidion’s stock price and trading volume would likely be negatively impacted.

If any of the analysts who may cover Solidion change

their recommendation regarding Solidion’s stock adversely, or provide more favorable relative recommendations about Solidion’s

competitors, the price of Solidion’s 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 Solidion’s

stock price or trading volume to decline.

in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect Solidion’s business,

investments and results of operations.

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 Solidion’s 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 Solidion’s business and results of operations.

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.

currently qualify as an “emerging growth company” as defined in Section 2(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 Section 404

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 last day

of the fiscal year:

and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement.

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 last day of the fiscal year:

(a) following March 15, 2027, the fifth anniversary of our IPO;

(b) in which we have total annual

gross revenue of at least $1.07 billion;

or (c) in which we are deemed to be a large accelerated filer, which means the market

value of Solidion’s common stock that is held by non-affiliates exceeds $700 million as of the last business day of our

prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during

the prior three-year period.

In addition, Section 107

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 Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company.

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 Solidion’s

common stock less attractive because we rely on these exemptions.

If some investors find Solidion’s common stock less attractive

as a result, there may be a less active trading market for Solidion’s common stock and our stock price may be more volatile.

(b) in which we have total annual gross revenue of at least $1.07 billion;

or (c) in which we are deemed to be a large

accelerated filer, which means the market value of Solidion’s common stock that is held by non-affiliates exceeds $700 million

as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion

in non-convertible debt during the prior three-year period.

addition, Section 107 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 Section 7(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.

cannot predict if investors will find Solidion’s common stock less attractive because we rely on these exemptions.

If some investors

find Solidion’s common stock less attractive as a result, there may be a less active trading market for Solidion’s common

stock and our stock price may be more volatile.

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 1A. Risk Factors