What changed in this filing

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Item 9A. Controls and Procedures

2025-04-16 compared with 2024-04-12 · 1836 added, 1212 removed, 196 unchanged (94% of the section changed)

AND PROCEDURES

Disclosure controls and procedures are designed to

ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,

including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow

timely decisions regarding required disclosure.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of our disclosure controls

and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not

effective as of December 31, 2024, because of certain material weaknesses in our internal control over financial reporting, as further

described below.

Notwithstanding these material weaknesses, our

management concluded that our consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material

respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with accounting

principles generally accepted in the United States (“U.S.

Management’s Report on Internal Control

Over Financial Reporting

The management of Solidion Technology, Inc.is

responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we

conducted an evaluation of the effectiveness of Solidion’s internal control over financial reporting as of December 31, 2024.

making this assessment, we used the criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by

the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on our evaluation under these criteria,

management determined, based upon the existence of the material weaknesses described below, that we did not maintain effective internal

control over financial reporting as of December 31, 2024.

Material Weaknesses

A material weakness is a deficiency or combination

of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting

officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal period

ended December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our

principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure

controls and procedures were not effective as of December 31, 2023 due to the Company utilizing

cash withdrawn from the trust account for tax obligations for operating purposes.

In hindsight, the amounts withheld from the trust should

have been promptly remitted, or held as restricted cash.

Since the business combination has been completed and the trust no longer exists,

any remedial measures to correct this would be futile.

The tax obligation has been entered as income taxes payable and the Company intends

to remit payment as soon as practically possible, in conjunction with applicable tax authority deadlines.

Management’s Report on Internal Controls

Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act.

of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement

of our consolidated financial statements would be prevented or detected.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Internal control over financial reporting includes those policies and procedures that

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and

Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December

31, 2023 based on the framework established in “Internal Control – Integrated Framework (2013)” issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

As disclosed above, our management concluded that our internal control over financial

reporting were not effective as of that date, due to the Company utilizing cash withdrawn from the trust account for tax obligations for

operating purposes.

In addition, as an emerging growth company,

management’s assessment of internal control over financial reporting was not subject to attestation by our independent registered

public accounting firm.

of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified deficiencies in the principles

associated with the control environment, risk assessment, control activities, information & communication, and monitoring components

of internal control, based on the criteria established by the COSO framework, that constitute material weaknesses, either individually

or in the aggregate as described below.

Control Environment :

Solidion does not

maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including

those related to complex and/or non-routine transactions.

Additionally, Solidion did not implement sufficient segregation of duties within

its financial reporting function in order to demonstrate independence and proper oversight.

This material weakness contributed to the additional

material weaknesses further described below.

Risk Assessment :

Solidion did not design

and implement an effective risk assessment based on the criteria established in the COSO framework.

A material weakness, either individually

or in the aggregate, was identified pertaining to (i) identifying, assessing, and communicating appropriate objectives;

(ii) identifying

and analyzing risks to achieve these objectives;

and (iii) implementing an effective risk assessment to identify and assess changes in

the business if such changes were to occur.

Control Activities :

Solidion did not effectively

design and implement control activities to support the operating effectiveness of controls to prevent and detect potential material errors

based on the criteria established in the COSO framework.

As a result, the following control deficiencies constitute material weaknesses,

individually or in the aggregate:

(i) ineffective controls related to the review and approval of journal entries and reconciliations,

and (ii) a lack of appropriate accounting policies and procedures.

Information and Communication:

We identified

control deficiencies that constitute material weaknesses, either individually or in the aggregate, related to (i) internal communication

of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control;

and (ii) communicating relevant information to external parties timely.

Solidion did not maintain effective

monitoring activities to determine whether the components of internal control over financial reporting were present and functioning based

on the criteria established in the COSO framework.

Remediation Plans and Status

We are committed to maintaining a strong internal

control environment and implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are

remediated as soon as practicable.

We plan to engage a third party to assist in our remediation efforts.

We will design and implement

a risk assessment process and establish processes and controls to support an effective control environment.

These actions are intended

to enable Solidion to enhance our monitoring of our internal controls over financial reporting as well as enhance required communication.

In addition, we will design and implement controls to address material weaknesses in control activities including the proper review and

approval of journal entries and reconciliations.

As Solidion continues to evaluate its internal

controls, it may take additional remediation actions.

The material weaknesses will be considered remediated when Solidion’s management

designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing,

that these controls are effective.

Solidion’s management will monitor the effectiveness of its remediation plans and will make changes

management determines to be appropriate.

Changes in Internal Control over Financial

There have been no changes in our internal control

over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Except for the identification of the material weaknesses described

above, there were no changes during the quarter ended December 31, 2024, in our internal control over financial reporting that materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND

CORPORATE GOVERNANCE

Information about our executive officers is contained

in the section titled “Executive Officers” in Part I of this Annual Report.

The other information required

by this Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the captions “Director

Nominees,” “Continuing Members of the Board of Directors,” “Additional Information Concerning the Board of Directors

of the Company,” Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,”

which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2023 and is incorporated

by reference in this Annual Report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

about our executive officers is contained in the section titled “Executive Officers” in Part I of this Annual Report.

The other information required by this Item will

be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions “Director Nominees,”

“Continuing Members of the Board of Directors,” “Additional Information Concerning the Board of Directors of the Company,”

Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which will be

filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference

in this Annual Report.

EXECUTIVE COMPENSATION

The information required by this

Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the captions “Executive

Compensation” and “Director Remuneration,” which will be filed with the SEC no later than 120 days after the close

of the fiscal year ended December 31, 2023 and is incorporated by reference in this Annual Report.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this

Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the caption “Security Ownership

of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans,”

which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2023 and is incorporated

by reference in this Annual Report.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this

Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the captions “Certain Relationships

and Related Party Transactions” and “Director Independence,” which will be filed with the SEC no later than 120 days

after the close of the fiscal year ended December 31, 2023 and is incorporated by reference in this Annual Report.

The information required by this Item will be

included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions “Executive Compensation”

and “Director Remuneration,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended

December 31, 2024 and is incorporated by reference in this Annual Report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item will be

included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the caption “Security Ownership of Certain

Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans,” which will

be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference

in this Annual Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be

included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions “Certain Relationships and

Related Party Transactions” and “Director Independence,” which will be filed with the SEC no later than 120 days after

the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Public Accounting

The firm of Marcum LLP,

or Marcum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Marcum for services

For the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $192,630

and $77,250, respectively, for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 financial

statements included in this Annual Report on Form 10-K, and our IPO.

Audit-Related

For the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render audit-related

ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $0, for the services

Marcum performed in connection with tax compliance, tax advice and tax planning.

The firms of Deloitte

& Touche LLP (“Deloitte”) and GBQ Partners (“GBQ”) act as our independent registered public accounting firms.

The following is a summary of fees billed by Deloitte and GBQ for services rendered.

the years ended December 31, 2024, and 2023, fees for our independent registered public accounting firms were approximately $775,985 and

$98,500, respectively, for audit services performed by Deloitte and GBQ in connection with the audit of our financial statements included

in this Annual Report on Form 10-K.

Audit-Related Fees.

the years ended December 31, 2024 and 2023, Deloitte and GBQ did not render audit-related services.

For the years ended December 31, 2024 and 2023, Deloitte

and GBQ did not render tax compliance, tax advice and tax planning services.

All Other Fees.

For the year ended December 31, 2023 and 2022, there were no fees billed for products and services provided by our independent registered

public accounting firm other than those set forth above.

AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements:

For the year ended December

31, 2024 and 2023, there were no fees billed for products and services provided by Deloitte and GBQ other than those set forth above.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements:

financial statements required to be included in this Annual Report on Form 10-K are

3 unchanged sentences

attached Exhibit Index of this Annual Report on Form 10-K

SOLIDION TECHNOLOGY,

(F/K/A NUBIA BRAND INTERNATIONAL

TECHNOLOGY, INC.

Reports of Independent Registered Public Accounting Firm (PCAOB Firm # 34 ) F-2

Financial Statements:

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

Reports of Independent Registered Public Accounting Firm (PCAOB Firm #1808) F-3

Consolidated and Combined Financial Statements:

Balance Sheets F-4

Statements of Operations F-5

Statements of Changes in Stockholders’ Equity (Deficit) F-6

Statements of Cash Flows F-7

Notes to Consolidated and Combined Financial Statements F-8

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

To the shareholders

and the Board of Directors of Solidion Technology, Inc.

on the Financial Statements

We have audited the accompanying consolidated and combined balance

sheet of Solidion Technology, Inc.

and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated and combined

statements of operations, changes in stockholders’ (deficit) equity, and cash flows, for the year ended December 31, 2024, and the

related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash

flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America

Substantial Doubt About the Entity’s Ability

to Continue as a Going Concern

The accompanying financial statements for the year ended December 31,

2024 have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements,

the Company has experienced recurring net losses and net cash used in operating activities, has generated minimal sales, is not in compliance

with Nasdaq listing rules, and has stated that substantial doubt exists about its ability to continue as going concern.

evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Our opinion is not modified with respect

to this matter.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to

be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

April 15, 2025

We have served as the Company’s auditor since 2024.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors of

Solidion Technology, Inc.

(f/k/a Nubia Brand International

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Solidion Technology, Inc.

(f/k/a Nubia Brand International Corp.) (the “Company”) as of December 31, 2023

and 2022, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each

of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial

We have audited the accompanying combined carved-out

balance sheet of the Battery Group of Global Graphene Group, Inc.

(the “Company”) as of December 31, 2023 and the related combined

carved-out statements of operations, parent’s net equity and cash flows for the year then ended (collectively referred to as the “financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for each of the two years in

the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company has a significant working capital

deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

conditions raise substantial doubt about the Company's ability to continue as a going concern.

In our opinion, the carved-out financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with

accounting principles generally accepted in the United States of America.

Continuation as a Going Concern

The accompanying combined carved-out

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in the Summary of Significant

Accounting Policies note to the financial statements, the Company has experienced recurring losses from operations and negative cash flows

from operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters

are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

are also described in the notes to the financial statements.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the

Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

/s/ Marcum llp

We have served as the Company’s auditor since 2021.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GBQ Partners LLC

We served as the Company’s auditor from 2022 to 2024

Columbus, Ohio

April 15, 2024

TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED AND COMBINED BALANCE

Current Assets:

Accounts receivable

Other receivable

Prepaid expenses

Derivative asset

Total Current Assets

Cash and investments held in the Trust Account

$ 128,580,035

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

Property and Equipment, net of depreciation

Patents, net of amortization

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:

2 unchanged sentences

Excise tax payable

Accrued offering costs

Funds allocated for share redemption

Derivative liabilities

Advances from Related Party

Advances from Target

Convertible note – Related Party

Convertible note payable – Sponsor

Total Current Liabilities

Deferred underwriting commission

Due to related party

Convertible notes

Short-term notes payable

Total Liabilities

COMMITMENTS AND CONTINGENCIES

Class A common stock subject to possible redemption;

2,293,741 and 12,350,000 shares (at redemption value)

Stockholders’ Deficit:

Commitments and contingencies (Note 7)

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.0001 par value;

1 unchanged sentence

none issued and outstanding

Class A common stock, $ 0.0001 par value, 100,000,000 shares authorized, 123,500 issued and outstanding (excluding 2,293,741 and 12,350,000 shares subject to redemption as of December 31, 2023 and December 31, 2022, respectively)

Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized, 3,087,500 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 131,697,982 and 69,800,000 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

Stock subscription receivable

Accumulated deficit

1 unchanged sentence

( 25,445,506 )

Total Stockholders’ Deficit

Total Stockholders’ Equity (Deficit)

( 22,902,000 )

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

Cost of goods sold

Operating Expenses

Research and development

Selling, general and administrative

Total operating expenses

Operating loss

( 13,299,537 )

Total Liabilities and Stockholders’ Deficit

( 5,322,679 )

The accompanying notes are an integral part of

these consolidated financial statements.

TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

STATEMENTS OF OPERATIONS

Administrative fee – related party

General and administrative

TOTAL EXPENSES

OTHER (EXPENSE) INCOME

Change in fair value of derivative asset/liabilities

Other Income (Expense)

Change in fair value of derivative liabilities

Loss on issuance of common stock and warrants

( 30,281,475 )

Income earned on Investments held in Trust Account

Interest income

Change in fair value of over-allotment liability

TOTAL OTHER (EXPENSE) INCOME, NET

Interest expense

Other (expense)

Total other income (expense)

( 12,629,466 )

1 unchanged sentence

( 25,929,003 )

( 5,324,624 )

Provision for income taxes

Net (loss) income

Net Income (loss)

$ ( 25,929,003 )

Weighted average number of shares of Class A redeemable common stock outstanding, basic

Basic net (loss) income per share of Class A redeemable common stock

Weighted average number of shares of Class A and B non-redeemable common stock outstanding, basic

Basic net (loss) income per share of Class A and B non-redeemable common stock

Weighted average number of shares of Class A redeemable common stock outstanding, diluted

Diluted net (loss) income per share of Class A redeemable common stock

Weighted average number of shares of Class A and B non-redeemable common stock outstanding, diluted

Diluted net (loss) income per share of Class A and B non-redeemable common stock

The accompanying notes are an integral part of

these consolidated financial statements.

$ ( 5,324,624 )

Weighted average number of shares of common stock outstanding – basic and diluted

Basic and diluted net income (loss) per share of common stock

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

STATEMENT OF CHANGES IN STOCKHOLDERs’ (DEFICIT) EQUITY

FOR THE YEARS ENDED DECEMBER

31, 2023 AND DECEMBER 31, 2022

Consolidated AND COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERs’ (DEFICIT) EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER

Stockholders’

Balance at December 31, 2022

Proceeds Allocated to Public Warrants

Proceeds from Private Warrants

Value of transaction costs allocated to the fair value

of equity instruments

Class A common stock issued to Representative

Class A Common Stock Redeemable Remeasurement Adjustment

at Initial Public Offering

$ ( 20,120,882 )

( 3,214,594 )

Retroactive application of recapitalization to December 31, 2022

Adjusted beginning balance

( 20,120,882 )

Class A Common Stock Redeemable Remeasurement Adjustment

Contributions and net transfers with related parties

( 5,324,624 )

Forfeiture of Class B Common Stock

Balance at December 31, 2023

$ ( 25,445,506 )

Capital contributions from related party

Issuance of common stock upon consummation of the Merger

( 27,888,519 )

Class A Common Stock Redeemable Remeasurement Adjustment

( 27,887,919 )

Conversion of convertible notes into common stock upon consummation of the Merger

Stock subscription receivable

Earnout Arrangement

( 63,600,000 )

Excise tax on redemption of Class A Common Stock

Contingent consideration

Convertible note – stock issuance loss

Private Placements

Issuance costs in connection with the Private Placements

Shares issued from exercise of Series A Warrants

Shares issued from exercise of Series B Warrants

Issuance of common stock for Forward Purchase Agreement

Issuance of common stock for Forward Purchase Agreement Compensation

Stock-based compensation to consultant

Shares issued to consultant

Stock-based compensation

( 25,929,003 )

3 unchanged sentences

$ ( 22,902,000 )

The accompanying notes are an integral part of

these consolidated financial statements.

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

STATEMENT OF CASH FLOWS

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

Cash Flows From Operating Activities:

Net income (loss)

$ ( 25,929,003 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Income earned on Investments held in Trust Account

$ ( 5,324,624 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

Stock based compensation

Equity compensation expense

Non-cash interest expense

Change in fair value of derivative liabilities

( 18,011,100 )

Change in fair value of over-allotment liability

Derivative asset/liabilities

Loss on issuance of common stock and warrants

Changes in operating assets and liabilities:

Accounts receivable

Other receivable

Prepaid expenses

Accrued formation and offering costs

Income tax payable

Accounts payable and accrued expenses

Income taxes payable

Due to related party

Net Cash Used In Operating Activities

( 7,377,807 )

Cash Flows From Investing Activities:

Cash withdrawn for taxes

Cash withdrawn for redemptions of Class Common Stock

Cash deposited into Trust Account

( 4,068,302 )

Cash Flows From Investing Activities:

Capitalized patent costs

Net Cash Used In Investing Activities

Cash Flows From Financing Activities:

Capital contributions from Global Graphene Group

Cash received from NUBI Trust

Discount payment related to Non Redemption Agreement

( 13,937,997 )

Net Cash Provided By (Used In) Investing Activities

Payment for reimbursement of consideration shares related to the Forward Purchase Agreement payment

( 2,193,800 )

Cash Flows From Financing Activities:

Proceeds from convertible note – Sponsor

Proceeds from convertible note

Advances from Related Party

Advances from Target

Payments for redemption of Class A Common Stock

Reimbursement for Recycled Shares related to Forward Purchase Agreement

Transaction expenses in connection with the Merger

( 8,948,009 )

Sale of Units in the Initial Public Offering, net of underwriting discount

Proceeds from sale of Private Placement Warrants

Payment of underwriter fees

Inflow from Merger

Proceeds from convertible notes

Proceeds from short-term notes

Repayment of short-term notes

( 1,389,146 )

Payment of offering costs

Net Cash (Used In) Provided By Financing Activities

Proceeds from issuance of common stock and warrants in connection with Private Placement

Proceeds from issuance of common stock from exercise of warrants

Issuance costs in connection with Private Placement

Repayment of related party payable

( 1,026,091 )

Net Cash Provided By Financing Activities

Net change in cash

2 unchanged sentences

Supplemental disclosure

Cash paid for income taxes

Cash paid for interest

Cash paid for federal income taxes

Supplemental disclosure of non-cash financing activities:

Deferred offering costs included in accrued offering costs

Deferred offering costs included in related party payable

Deferred underwriters’ compensation charged to temporary equity in connection with the Public Offering

Class A redeemable Common Stock measurement adjustment at Initial Public Offering

Fair value of representative shares

Fair value of over-allotment option

Excise tax on redemption of Class A Common Stock

Class A Common Stock Redeemable Current Period Remeasurement Adjustment

Reclassification of redeemed Class A ordinary shares

The accompanying notes are an integral part of

these consolidated financial statements.

SOLIDION TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

NOTES TO CONSOLIDATED

Issuance of Common Stock upon the closing of the Merger

Capitalized interest to principal balance of short-term note payable

accompanying notes are an integral part of these consolidated financial statements.

TECHNOLOGY, INC.

NOTES TO CONSOLIDATED AND COMBINED

FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

AND GOING CONCERN

Solidion Technology, Inc, formerly known as Nubia

Brand International Corp.

prior to February 2, 2024 (the “Closing Date”) was incorporated in Delaware on June 14, 2021 and

Nubia Merger Sub, Inc., an Ohio corporation, (collectively, the Company”) was formed for the purpose of effecting a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business

Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early

stage and emerging growth companies.

As of December 31, 2023, the Company had not

commenced any operations.

All activity for the period from June 14, 2021 (inception) through December 31, 2023 relates to the Company’s

formation and the initial public offering (“Initial Public Offering” or “IPO”), which is described below.

Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

On February 16, 2023, the Company entered into

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

the Company, and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and wholly-owned subsidiary of the Company, pursuant

to which Merger Sub will merge with and into Honeycomb (the “Merger”) with Honeycomb as the surviving corporation of the

Merger and becoming a wholly-owned subsidiary of the Company.

In connection with the Merger, the Company will change its name to “Honeycomb

Battery Company” or such other name designated by Honeycomb by notice to the Company, which is referred to herein as the “Solidion.”

The board of directors of the Company (the “Nubia Board”) has unanimously (i) approved and declared advisable the Merger

Agreement, the Merger and the other transactions contemplated thereby (collectively, the “Transactions”) and (ii) resolved

to recommend approval of the Merger Agreement and related matters by the stockholders of the Company.

The Merger Agreement provides that the Company

will issue to the Honeycomb stockholders aggregate consideration of 70,000,000 shares of Solidion’s common stock (the “Closing

Merger Consideration Shares”) at the effective time of the Merger Agreement (the “Effective Time”), plus up to an additional

22,500,000 shares of Solidion’s common stock (the “Earnout Shares”) upon the occurrence of the following events (or

earlier upon a change of control of Solidion but subject to (and only to the extent that) the valuation of Solidion’s common stock

implied by such change of control transaction meeting the respective volume weighted average price (“VWAP”), as defined in

the Merger Agreement, thresholds set forth below):

— DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Solidion Technology, Inc (the “Company”, “Solidion”

or “Solidion Technology”), formerly known as Nubia Brand International Corp.

prior to February 2, 2024, was incorporated in

Delaware on June 14, 2021 and is an advanced battery technology company focused on the development and commercialization of next-generation

battery materials, components, and energy storage solutions.

Headquartered in Dallas, Texas, with research and development (R&D) and

manufacturing operations in Dayton, Ohio, Solidion.

On February 2, 2024, Nubia Brand International

Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, the “Company”, “Solidion”

or “Solidion Technology, Inc.”), consummated the merger (the “Closing”) pursuant to a Merger Agreement, dated

February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery Company,

an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger

HBC was formerly the energy solutions division of Global Graphene Group, Inc.

Pursuant to the Merger

Agreement, Merger Sub merged with and into HBC (the “Merger,” and the transactions contemplated by the Merger Agreement, the

“Transactions”), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology,

Inc.” upon Closing.

accordance with the Merger Agreement the Company issued to the HBC stockholders aggregate consideration of 70,000,000 shares of Solidion’s

common stock, minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties related to the G3 Tax

Lien (the “Closing Merger Consideration Shares”) at the effective time of the Merger Agreement (the “Effective Time”),

plus up to an additional 22,500,000 shares of Solidion’s common stock (the “Earnout Shares”) upon the occurrence

of the following events (or earlier upon a change of control of Solidion but subject to (and only to the extent that) the valuation of

Solidion’s common stock implied by such change of control transaction meeting the respective volume weighted average price (“VWAP”),

as defined in the Merger Agreement, thresholds set forth below) (the “Earnout Arrangement”):

(i) 5,000,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is thirty (30) days following the closing date of the Transactions (the “Closing Date”) until the second anniversary of the Closing Date, the VWAP of the shares of Solidion’s Class A common stock is greater than or equal to $12.50 per share (subject to any adjustment pursuant to the Merger Agreement);

11 unchanged sentences

pursuant to the Merger Agreement).

The Merger Agreement contains customary representations

and warranties of the parties.

The Merger is accounted for as a reverse recapitalization

with Honeycomb as the accounting acquirer.

February 2, 2024 (the “Closing Date”), the Company consummated the business combination

(the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023

(as amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such

merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology,

Inc.” upon Closing.

Business Prior to the Business Combination

The registration statement for the Company’s

Initial Public Offering was declared effective on March 10, 2022.

On March 15, 2022, the Company consummated the Initial Public Offering

of 11,000,000 units (“Units” and, with respect to the shares of common stock included in the Units being offered, the “Public

Shares”), generating gross proceeds of $ 110,000,000 , which is described in Note 3.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 5,000,000 warrants

(the “Private Placement Warrants”) to Mach FM Acquisitions LLC (the “Sponsor”) at a purchase price of $ 1.00 per

Private Placement Warrant, generating gross proceeds to the Company in the amount of $ 5,000,000 .

On March 15, 2022, the underwriters purchased

an additional 1,350,000 Units pursuant to the partial exercise of the over-allotment option.

The Units were sold at an offering price

of $ 10.00 per Unit, generating additional gross proceeds to the Company of $ 13,500,000 .

Also, in connection with the partial exercise

of the over-allotment option, the Sponsor and the underwriter purchased an additional 405,000 Private Placement Warrants at a purchase

price of $ 1.00 per warrant generating additional gross proceeds to the Company of $ 405,000 .

The Company’s ability to commence operations

is contingent upon obtaining adequate financial resources through its Initial Public Offering of 12,350,000 Units (including a partial

exercise of the underwriters’ over-allotment option) at $ 10.00 per Unit, which is discussed in Note 3, and the sale of 5,405,000

Private Placement Warrants (including a partial exercise of the underwriters’ over-allotment option) at a price of $ 1.00 per Private

Placement Warrant in private placements to the Sponsor that will close simultaneously with the Initial Public Offering.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more

initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net

assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the Trust Account).

The Company will only complete a Business Combination if the post-transaction company owns or acquires

50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient

for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $ 10.20 per Unit

sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust

Account”), located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself

out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined

by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds held in the

Trust Account, as described below.

On December 15, 2023 the funds in the Trust Account were moved into a non-interest bearing, segregated

account, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of

the funds held in the Trust Account, as described below.

The holders of the Founder Shares have agreed

(a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion

of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing

of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 % of its Public Shares

if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any

other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders

with the opportunity to redeem their Public Shares in conjunction with any such amendment.

March 13, 2023, in accordance with the current certificate of incorporation, the Company contributed an aggregate of $ 1,235,000 (or $ 0.10

per share for each outstanding public share) to the trust account and extended the time to complete a business combination from March

15, 2023 to June 15, 2023.

On June 14, 2023, the Company held a special meeting of stockholders (the “Special Meeting”).

the Special Meeting, stockholders approved to amend the Company’s Amended and Restated Certificate of Incorporation to allow the

Company to extend the date by which the Company must consummate a business combination (the “Extension”) on a monthly basis

up to six times from June 15, 2023 (the date that is 15 months from the closing date of the Company’s initial public offering of

units) to December 15, 2023 (the date that is 21 months from the closing date of the IPO).

Company contributed an additional $ 125,000 per month from June through November 2023 for a total of $ 750,000 related to the Special Meeting

Stockholders elected

to redeem an aggregate 8,430,383 or shares of Common Stock in connection with the Special Meeting.

As such, $ 89,038,494 was withdrawn

from the Trust.

In connection with the

redemption, the Company recorded an excise tax liability and equity adjustment of $ 0.9 million.

On December 14, 2023,

the Company held another special meeting of stockholders (the “Second Special Meeting”).

At the Second Special Meeting, stockholders

approved the business combination.

Stockholders elected

to redeem an aggregate 1,625,876 shares of Common Stock in connection with the Second Special Meeting.

The funds of $ 17,834,235 are due

and payable to the redeeming stockholders on the earlier of the closing of the business combination or the liquidation date.

the Company recorded a Funds payable to redeemed Class A stockholders at December 31, 2023 and reduced Class A common stock subject

to possible redemption at December 31, 2023 of $ 17,834,235 .

The funds were transferred to the stockholders upon closing of the business

combination on February 2, 2024.

Excise tax, if any,

related to the redemption will be accrued on the date the funds are paid to the stockholders.

Going Concern Consideration

On February 2, 2024 (the “Closing Date”),

the Company consummated the business combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023

(as amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such merger as a wholly owned subsidiary of Nubia,

which was renamed “Solidion Technology, Inc.” upon Closing.

Since Solidion’s inception, the Company has experienced recurring

net losses and has generated minimal sales.

For the year ended December 31, 2023, Solidion recorded net losses of approximately $ 5,300,000 ,

net cash used in operating activities of approximately $ 4,100,000 and, as of December 31, 2023, had cash and cash equivalents on hand

of approximately $ 1,000 , which factors raise substantial doubt about the Company’s ability to continue as a going concern.

plans to finance its operations with proceeds from the sale of equity securities or debt;

however, there is no assurance that management’s

plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to the Company.

The balance sheets do not include any adjustments

that might result from the outcome of this uncertainty.

The accompanying financial statements have been prepared in conformity with generally

accepted accounting principles in the United States of America (“US GAAP”), which contemplate continuation of the Company

as a going concern.

Risks and Uncertainties

The IR Act imposes a 1 % excise tax on

the fair market value of stock repurchases made by covered corporations after December 31, 2022.

The total taxable value of shares repurchased

is reduced by the fair market value of and newly issued shares during the taxable year.

Redemption rights are ubiquitous to nearly

Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption

right, essentially getting their money back.

The Company recorded an excise tax liability and equity adjustment of $ 0.9 million for the

ended December 31, 2023 in connection with Second Special Meeting redemptions.

In February 2022, the Russian Federation and

Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States,

have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action, related sanctions

on the world economy and the ongoing hostilities in the Middle East are not determinable as of the date of these financial statements.

The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of

the date of these financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation and Principles of

Consolidation

The accompanying consolidated financial statements

have been prepared in accordance with U.S.

GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of the Company and its subsidiaries.

All intercompany transactions and balances

have been eliminated.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart

Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited

to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make

comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity

with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses

during the reporting period.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term

due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of December 31, 2023 and 2022.

and investments held in Trust Account

funds held in Trust are invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund

selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the

(i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account.

Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance

sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held

in Trust Account are included in Income earned on Investments held in Trust Account in the accompanying statements of operations.

estimated fair value of investments held in Trust Account are determined using available market information.

On December 11, 2023

the funds in the Trust Account were moved into a non-interest bearing, segregated account, as determined by the Company, until the earlier

of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account.

In fourth quarter of

2023, the Company withdrew approximately $ 187,000 of interest earned in the Trust Account for fiscal year 2023 estimated tax obligations.

The taxes were not paid directly at that time as the tax liabilities are due to be paid subsequently in 2024.

In hindsight, the amounts

withheld from the trust should have been promptly remitted, or held as restricted cash.

The Company remitted approximately $ 82,000 of

the tax obligation in the first quarter 2024 to the relevant tax authorities, and intends to remit remaining payments as soon as practically

possible, in conjunction with applicable tax authority deadlines.

Offering Costs associated with an Initial

Public Offering

The Company complies with the requirements of

the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”)

Topic 5A, “ Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the

Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Upon completion of the Initial Public

Offering, offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants

by the relative fair value method.

Total offering costs at the close of the Initial Public Offering were $ 6,951,081 .

Other costs of $ 597,334

consisted principally of costs, such as professional, legal and other fees, incurred in connection with preparation for the Initial Public

These offering costs, together with the underwriter fees of $ 5,557,500 (of which 4,322,500 is deferred until successful initial

Business Combination), were allocated between temporary equity in a relative fair value method upon completion of the Initial Public

In addition, the Company recorded the fair value of $ 776,815 for representative shares issued upon close of the Public Offering

as well as the fair value of the remaining over-allotment option of $ 19,432 as offering costs.

Class A ordinary shares subject to possible

The Company accounts for its Class A common stock

subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity ”.

Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable

common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

times, common stock is classified as stockholders’ equity (deficit).

The Company’s Class A common stock features certain redemption

rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future

Accordingly, at December 31, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption in

the amount of approximately $ 24.3 million and $ 127.2 million, respectively, are presented as temporary equity, outside of the stockholders’

equity section of the Company’s balance sheets.

The Company recognizes changes in redemption

value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the

end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment

from initial book value to redemption amount value.

The change in the carrying value of redeemable Class A ordinary shares resulted in

charges against additional paid-in capital and accumulated deficit of approximately $ 4.8 million and $ 12.9 million for the year ended

December 31, 2023 and December 31, 2022, respectively.

The valuation of common stock subject to redemption includes the Company’s

estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $ 100,000

since it is only taken into account in the event of the Company’s liquidation.

At December 31, 2023 and December 31, 2022, the

Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table:

Gross proceeds

prior to the expiration of the earn out periods set forth in (i)-(iii) above, there occurs any transaction resulting in a change in control,

and the corresponding valuation of Solidion’s Class A common stock, calculated inclusive of the Earnout Shares to be issued under

the Earnout Arrangement, is greater than or equal to the amount set forth in (i)-(iii), as applicable, then, immediately prior to the

consummation of such change in control, the event set forth in (i)-(iii), as applicable, if not previously satisfied, shall be deemed

to have occurred, subject to the terms provided in the Merger Agreement.

As of December 31, 2024, none of the Earnout Shares

had been earned by G3.

The Merger was accounted for as a common control

transaction with respect to HBC which is akin to a reverse recapitalization.

This conclusion was based on the fact that G3 had a controlling

financial interest in HBC prior to the Merger and has a controlling financial interest in Solidion (which includes HBC as a wholly owned

Net assets of Nubia were stated at their historical carrying amounts with no goodwill or intangible assets recognized in

accordance with accounting principles generally accepted in the United States of America (“U.S.

The Merger with respect

to HBC was not treated as a change in control due primarily to G3 receiving the controlling voting stake in Solidion and G3’s ability

to nominate a majority of the board of directors of Solidion.

Under the guidance in ASC 805 for transactions between entities under common

control, the assets and liabilities of HBC and Nubia are recognized at their carrying amounts on the date of the Merger.

Under a reverse recapitalization, Nubia was treated as the “acquired”

company for financial reporting purposes.

Accordingly, for accounting purposes, the Merger was treated as the equivalent of HBC issuing

stock for the net liabilities of Nubia, accompanied by a recapitalization.

Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which

contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the foreseeable future.

Since the Company’s inception, it has experienced

recurring net losses and net cash used in operating activities and has generated minimal sales.

For the year ended December 31, 2024,

the Company recorded a net loss of $ 25,929,003 , which included a gain of $ 18,011,100 due to the change in the fair value of derivative

liabilities and a $ 30,281,475 loss due to the issuance of common stock and warrants, net cash used in operating activities of $ 7,377,807

and as of December 31, 2024, had cash and cash equivalents of $ 3,353,732 .

For the year ended December 31, 2023, the Company recorded a

net loss of $ 5,324,624 and net cash used in operating activities of $ 4,068,302 .

The Company expects to continue to incur net losses and

net cash used in operating activities in accordance with its operating plan and expects that expenditures will increase significantly

in connection with its ongoing activities.

As of the balance sheet date and up to the date that the financial statements were issued,

the Company does not have availability under any debt agreements.

Given the Company’s projected operating requirements and its existing

cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations and meet its obligations through

one year following the date that the financial statements were issued.

In addition, the Company has received a notice from the Nasdaq

related to their failure to maintain the minimum bid price requirement of $ 1 per share.

The Company is not currently in compliance with

the Nasdaq listing rules and if the Company does not regain compliance, the common stock of the Company could be delisted from the Nasdaq

If the Company’s common stock is delisted, it may affect the Company’s ability to obtain financing, trade or sell

shares of their common stock, and/or forecasted operations could be negatively impacted in an amount that the Company cannot currently

These events and conditions raise substantial doubt about the Company’s ability to continue as a going concern.

an early-stage growth company, the Company’s ability to access capital is critical.

The Company plans to finance its operations

with proceeds from the sale of equity securities or debt;

however, there is no assurance that management’s plans to obtain additional

debt or equity financing will be successfully implemented or implemented on terms favorable to the Company.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

and Uncertainties

Company’s current business activities consist of development and commercialization of battery materials, components, cells, and

selected module/pack technologies.

The Company faces inherent risks associated with its operations, such as the ongoing development of

its technology, marketing, and distribution channels, as well as the enhancement of its supply chain and manufacturing capabilities.

Additionally, the need to recruit additional management and key personnel is vital.

The success of the Company’s development initiatives

and the achievement of profitability hinge on various factors, including its ability to enter potential markets and secure sustainable

financing in the future.

Company’s future results of operations involve a number of risks and uncertainties.

Factors that could affect the Company’s

future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological

change, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor

relationships and dependence on key individuals.

NOTE 2 — CORRECTION OF ERRORS IN PREVIOUSLY

REPORTED CONSOLIDATED FINANCIAL STATEMENTS

to the issuance of the interim financial information as of and for the period ended September 30, 2024, the Company identified an error

related to the accounting for issuance costs associated with convertible notes.

Specifically, approximately $ 2.8 million of non-cash,

non-operating stock-based expense related to bonus shares was inadvertently omitted and not reflected in the financial statements for

the first quarter of 2024.

See Note 11 Convertible Notes for more details.

the Company has revised its previously issued financial statements for the first, second, and third quarters of 2024 to reflect the correction

of this material error, recording the issuance cost in issuance of Common stock and warrants within non-operating losses.

had no impact on total shareholders’ equity or cash flows, but it did increase net loss and increase additional paid-in capital

in the affected periods.

quarterly financial information is included in this Annual Report on Form 10-K in the tables that follow.

The audited annual financial

statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position

and results of operations for the periods presented.

The restatements will be reflected in the comparative financial statements included

in future filings of our 2024 unaudited condensed consolidated and combined financial statements within our Quarterly Reports on Form

of the restatement on the condensed consolidated and combined balance sheet as of March 31, 2024 is as follows:

March 31, 2024

Stockholder’s Equity (Deficit):

Preferred stock, $ 0.0001 par value;

2,000,000 shares authorized;

none issued and outstanding

Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 86,900,398 issued and outstanding

Additional paid-in capital

Stock subscription receivable

Accumulated deficit

( 119,717,769 )

Proceeds allocated to Public Warrants

( 2,769,719 )

Class A common stock issuance costs

( 122,487,488 )

Total Stockholder’s Equity

( 40,630,758 )

Class A Common Stock Redeemable Remeasurement Adjustment at IPO

Remeasurement adjustment for the year ended December 31, 2022

Class A common stock subject to possible redemption as of December 31, 2022

Transfer to funds payable to redeemed Class A stockholders

( 40,630,758 )

of the restatement on the condensed consolidated and combined balance sheet as of June 30, 2024 is as follows:

June 30, 2024

Stockholder’s Equity (Deficit):

Preferred stock, $ 0.0001 par value;

2,000,000 shares authorized;

none issued and outstanding

Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 87,100,341 issued and outstanding

Additional paid-in capital

Stock subscription receivable

Accumulated deficit

( 97,699,353 )

Remeasurement adjustment for the year ended December 31, 2023

Class A common stock subject to possible redemption as of December 31, 2023

Funds payable to redeemed Class A stockholders

On December 14, 2023,

the Company held a second special meeting of stockholders (the “Second Special Meeting”).

In connection with the Second Special

Meeting, stockholders elected to redeem an aggregate 1,625,876 shares of Common Stock.

The funds of $ 17,834,235 are due and payable to

the redeeming stockholders on the earlier of the closing of the business combination or the liquidation date.

As such, the Company recorded

a Funds payable to redeemed Class A stockholders at December 31, 2023 and reduced Class A common stock subject to possible redemption

at December 31, 2023 of $ 17,834,235 as the funds are considered redeemed, but pending distribution.

The funds were transferred to the

stockholders upon closing of the business combination on February 2, 2024.

Excise tax, if any,

related to the redemption will be accrued on the date the funds are paid to the stockholders.

( 2,769,719 )

( 100,469,072 )

Total Stockholder’s Equity

( 18,160,646 )

of the restatement on the condensed consolidated and combined balance sheet as of September 30, 2024 is as follows:

September 30, 2024

Stockholder’s Equity (Deficit):

Preferred stock, $ 0.0001 par value;

2,000,000 shares authorized;

none issued and outstanding

Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 117,340,914 issued and outstanding

Additional paid-in capital

Stock subscription receivable

Accumulated deficit

( 104,336,032 )

( 2,769,719 )

( 107,105,751 )

Total Stockholder’s Equity

( 18,786,644 )

of the restatement on the condensed consolidated and combined statements of operations for the three months ended March 31, 2024, six

months ended June 30, 2024 and nine months ended September 30, 2024 is as follows:

March 31, 2024

OTHER INCOME (EXPENSE)

Change in fair value of derivative liabilities

( 8,182,500 )

Issuance of Common Stock and Warrants

( 17,820,998 )

( 2,769,719 )

( 20,590,717 )

Interest income

Interest expense

Other income (expense)

Total other expense

( 26,006,927 )

( 2,769,719 )

( 28,776,646 )

Net loss before income tax provision

( 29,766,263 )

( 2,769,719 )

( 32,535,982 )

Income tax provision

( 29,766,263 )

( 2,769,719 )

( 32,535,982 )

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share and diluted

June 30, 2024

OTHER INCOME (EXPENSE)

Change in fair value of derivative liabilities

Issuance of Common Stock and Warrants

( 17,820,998 )

( 2,769,719 )

( 20,590,717 )

Interest income

Interest expense

Other income (expense)

Total other expense

( 1,055,202 )

( 2,769,719 )

( 3,824,921 )

Net loss before income tax provision

( 7,747,847 )

( 2,769,719 )

( 10,517,566 )

Income tax provision

( 7,747,847 )

( 2,769,719 )

( 10,517,566 )

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

September 30, 2024

OTHER INCOME (EXPENSE)

Change in fair value of derivative liabilities

Issuance of Common Stock and Warrants

Interest income

Interest expense

Other income (expense)

Total other expense

Net loss before income tax provision

Income tax provision

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

of the restatement on the condensed consolidated and combined changes in stockholder’s (deficit) equity for the three months ended

March 31, 2024 , six months ended June 30, 2024 and nine months ended September 30, 2024 is as follows:

Three Months Ended March 31, 2024

Total Stockholders’

Balance at January 1, 2024, after retroactive application of recapitalization

( 25,445,506 )

Convertible note – stock issuance loss

( 29,766,263 )

Balance at March 31, 2024

$ ( 119,717,769 )

$ ( 40,630,758 )

Balance at January 1, 2024, after retroactive application of recapitalization

Convertible note – stock issuance loss

( 2,769,719 )

Balance at March 31, 2024

$ ( 2,769,719 )

Balance at January 1, 2024, after retroactive application of recapitalization

( 25,445,506 )

Convertible note – stock issuance loss

( 32,535,982 )

Balance at March 31, 2024

$ ( 122,487,488 )

$ ( 40,630,758 )

Six Months Ended June 30, 2024

Stockholders’

Balance at January 1, 2024, after retroactive application of recapitalization

( 25,445,506 )

Convertible note – stock issuance loss

( 7,747,847 )

Balance at June 30, 2024

( 97,699,353 )

( 18,160,646 )

Balance at January 1, 2024, after retroactive application of recapitalization

Convertible note – stock issuance loss

( 2,769,719 )

Balance at June 30, 2024

( 2,769,719 )

Balance at January 1, 2024, after retroactive application of recapitalization

( 25,445,506 )

Convertible note – stock issuance loss

( 10,517,566 )

Balance at June 30, 2024

( 100,469,072 )

( 18,160,646 )

Nine Months Ended September 30, 2024

Stockholders’

Balance at January 1, 2024, after retroactive application of recapitalization

( 25,445,506 )

Convertible note – stock issuance loss

( 14,384,526 )

Balance at September 30, 2024

( 104,336,032 )

( 18,786,644 )

Balance at January 1, 2024, after retroactive application of recapitalization

Convertible note – stock issuance loss

( 2,769,719 )

Balance at September 30, 2024

( 2,769,719 )

Balance at January 1, 2024, after retroactive application of recapitalization

( 25,445,506 )

Convertible note – stock issuance loss

( 17,154,245 )

Balance at September 30, 2024

( 107,105,751 )

( 18,786,644 )

of the restatement on the condensed consolidated and combined statement of cash flows for the three months ended March 31, 2024, six months

ended June 30, 2024 and nine months ended September 30, 2024 is as follows:

March 31, 2024

Cash Flows From Operating Activities:

Net income (loss)

( 29,766,263 )

( 2,769,719 )

( 32,535,982 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and Amortization expense

Stock-based compensation

Change in fair value of derivative liabilities

Loss on issuance of common stock and warrants

no impact on net cash used in operating activities or within any line items within investing and financing activities.

June 30, 2024

Cash Flows From Operating Activities:

Net income (loss)

( 7,747,847 )

( 2,769,719 )

( 10,517,566 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and Amortization expense

Stock-based compensation

Change in fair value of derivative liabilities

( 16,784,200 )

Loss on issuance of common stock and warrants

no impact on net cash used in operating activities or within any line items within investing and financing activities.

September 30, 2024

Cash Flows From Operating Activities:

Net income (loss)

( 14,384,526 )

( 2,769,719 )

( 17,154,245 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and Amortization expense

Stock-based compensation

Equity compensation expense

Change in fair value of derivative liabilities

( 24,017,035 )

Loss on issuance of common stock and warrants

no impact on net cash used in operating activities or within any line items within investing and financing activities.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING

of Presentation and Principles of Consolidation

The accompanying audited consolidated

and combined financial statements (the “financial statements”) are presented in conformity with US GAAP and pursuant to the

rules and regulations of the SEC.

the periods prior to the Closing date of the Merger, the Company operated as part of G3.

Consequently, stand-alone financial

statements have not historically been prepared for the Company.

The accompanying financial statements have been prepared from

G3’s historical accounting records and are presented on a stand-alone basis as if the Company’s operations had been

conducted independently from G3.

Therefore, the financial statements included herein may not be indicative of the financial

position, results of operations, and cash flows of the Company in the future or if the Company had been a separate, stand-alone

entity during the periods presented.

The Company’s financial statements have been prepared under the

assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities

in the normal course of business for the foreseeable future.

financial statements include the Company entities.

All intercompany transactions have been eliminated for consolidation purposes.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging

growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the balance sheet which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

The Company has determined that the Chief Executive Officer is its

Chief Operating Decision Maker (the “CODM”).

Operating segments are defined as components of an entity for which separate

financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment

and in assessing performance.

The Company has determined that it operates in one operating segment and one reportable segment, as the

CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources,

and evaluating financial performance.

The CODM uses consolidated net income (loss) as

the measure of segment profit or loss.

Expense information is also reviewed only at the consolidated level, as presented in the Company’s

consolidated statement of operations.

Research and development expense has been identified as a significant segment expense, with all

other expense lines being considered part of ‘Other segment items.’ Additionally, the CODM evaluates assets on a consolidated

As such, the Company reports segment profit or loss, segment expenses, and segment assets on a consolidated and combined basis.

and cash equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2024 and 2023.

Receivable, net of Allowance for Credit Losses

receivables are stated at the amount the Company expects to collect.

The Company recognizes an allowance for credit losses to ensure

accounts receivables are not overstated due to un-collectability.

Bad debt reserves are maintained as warranted for various customers

based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical

An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability

to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in such customer’s operating results

or financial position.

If circumstances related to a customer change, estimates of the recoverability of receivables would be further

As of December 31, 2024 and 2023, the Company determined that no allowance was required.

As of December 31, 2023, the Company held an other

receivable balance of $ 187,500 from Nubia.

This balance originated from cash advances made by G3 on behalf of The Battery Group of G3,

in connection with Nubia’s funding requirements for extensions of time in closing the Merger.

Pursuant to the Merger Agreement,

G3’s Battery Group was responsible for funding 50 % of this additional trust funding requirement.

As of December 31, 2024, following

the elimination of an intercompany amount upon the closing of the Merger, the Company no longer had a balance related to the trust funding

During the first quarter, the Company advanced $ 302,500 to G3 for transaction costs incurred during the Merger.

The outstanding

balance of other receivables amounted to $ 302,500 as of December 31, 2024.

are stated at the lower of first-in, first-out cost or net realizable value.

The Company writes-down its inventory for estimated obsolescence

or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions

about future demand and market conditions.

The Company writes off obsolete inventories when the Company deems the value to be impaired.

As of December 31, 2024 and December 31, 2023, the Company determined that no write off was required.

and Equipment, net

Property and equipment are recorded at cost less

accumulated depreciation.

Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets,

are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized.

When assets are retired, or

otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss

on disposal is recognized.

The Company assesses the carrying value of its property and equipment for impairment each year and when

indicators exist that there could be an impairment.

Based on its assessments, the Company did not incur any impairment

charges for the year ended December 31, 2024 and 2023.

Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful

lives of the assets.

The estimated useful lives are as follows:

Building 40 years

Building improvements 15 years

Machinery & equipment 5 years

Depreciation expense of property and equipment

was $ 224,616 and $ 311,308 for the year ended December 31, 2024 and 2023, respectively.

Company capitalizes external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents.

The Company’s

intangible assets consist of capitalized costs for unissued patents and issued patents.

Issued patents are carried at cost less accumulated

amortization.

Successful patent efforts are amortized over the life of the patent, and unsuccessful efforts are expensed.

patents are being amortized over a useful life of 20 years.

Amortization of the patent costs commences upon patent issuance.

Net unissued and issued patents were $ 1,110,815 and $ 862,014 as of

December 31, 2024, respectively;

and $ 1,103,792 and $ 748,857 as of December 31, 2023, respectively.

The Company assesses the carrying

value of its intangible assets for impairment each year and when indicators exist that there could be an impairment.

assessments, the Company did not incur any impairment charges for the year ended December 31, 2024 and 2023.

Amortization expense for the patents included in the consolidated and

combined statements of operations was $ 125,893 and $ 240,066 for the years ended December 31, 2024 and 2023.

Future amortization expense

for the patents over the next five years is anticipated to be approximately $ 83,528 per year.

The Company determines whether an arrangement

is a lease at inception.

For leases where the Company is the lessee, right-of-use assets are recognized as the lease liability, adjusted

for lease incentives received and prepayments made.

Lease liabilities are recognized based on the present value of remaining lease payments over

the lease term.

When the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate

based on the information available at lease commencement date in determining the present value of lease payments.

Operating lease

expense is recognized on a straight-line basis over the lease term.

Leases with an initial lease term of 12 months or less are not recorded

on the consolidated balance sheet.

The Company has elected the short-term lease practical expedient under

ASC 842, applying it consistently to all leases with an initial term of 12 months or less, which are excluded from the consolidated balance

Lease expense for these leases is recognized on a straight-line basis over the lease term.

The Company had no right-of-use assets

or lease liabilities recorded on its consolidated and combined balance sheet as of December 31, 2024, and 2023.

of Foreign Currencies

functional currency of Solidion’s Taiwan subsidiary is the New Taiwan Dollar.

In accordance with Financial Accounting Standards

Board (FASB) Accounting Standards Codification (ASC) 830, Foreign Currency Matters , the financial statements of the Company’s

Taiwan subsidiary are translated to U.S.

dollars using the exchange rates at the balance sheet dates for assets and liabilities, the

historical exchange rate for stockholders’ equity accounts and a weighted average exchange rate for revenue, expenses and gains

Foreign currency translation adjustments are accumulated in a separate component of stockholders’ deficit until the

foreign business is sold or substantially liquidated.

Foreign currency translation adjustments for the periods presented in these financial

statements were not material.

is recognized when a performance obligation has been satisfied by transferring control of promised products or services to customers

in an amount that reflects the consideration the Company expects to receive in exchange for those products.

Revenues are recognized at

a point in time when control transfers to customers, which is generally determined when title, ownership and risk of loss pass to the

and Development

research and development costs are expensed as incurred.

General and Administrative Expenses

general and administrative expenses represent costs incurred by the Company in managing the business, including salary, benefits, stock-based

compensation, sales, insurance, professional fees and other operating costs associated with the Company’s non-research and development

Company has an incentive equity plan, (“2023 Equity Incentive Plan”).

Under the terms of the plan, Solidion’s employees,

consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards in the form of incentive

stock options (“ISOs”) to employees and for the grant of non-statutory stock options (“NSOs”), stock appreciation

rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors

and consultants.

number of shares of common stock initially reserved for issuance under the incentive plan will be 9,500,000 .

Shares subject to stock

awards granted under the incentive plan that expire or terminate without being exercised in full, or that are paid out in cash rather

than in shares, will not reduce the number of shares available for issuance under the incentive plan.

The incentive plan also includes

an evergreen provision that provides for an automatic annual increase to the number of shares of common stock available for issuance

under the incentive plan on the first day of each fiscal year beginning with the 2024 fiscal year, equal to the least of (i) 9,500,000 shares

of common stock, (ii) 5 % of the total number of shares of common stock outstanding as of the last day of our immediately preceding

fiscal year, or (iii) such lesser amount determined by the plan administrator.

Company measures stock options and restricted stock unit awards granted to employees, non-employees, and directors based on the fair

value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally

the vesting period of the respective award.

Options granted under the 2023 Equity Incentive Plan vest at the rate specified in the stock

option agreement as determined by the plan administrator.

The plan administrator determines the term of stock options granted under the

incentive plan, up to a maximum of ten years.

Forfeitures are accounted for as they occur.

the Company issues stock options and restricted stock units with only service-based vesting conditions and records the expense for these

awards using the straight-line method.

The Company also issues restricted stock awards with market-based vesting conditions, the effects

of which are included in the grant date fair value of the awards.

Compensation expense related to awards with market-based vesting conditions

is recognized irrespective of whether the condition is satisfied, so long as the requisite service period is fulfilled.

fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model.

The Company lacks

a sufficient history of company-specific historical and implied volatility information for its common stock.

The Company therefore estimates

its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do

so until such time as it has adequate historical data regarding the volatility of its own traded stock price.

expected term of all of the Company’s stock options has been determined utilizing the “simplified” method.

The risk-free

interest rate is determined by reference to the U.S.

Treasury yield curve in effect at the time of grant of the award for time periods

approximately equal to the expected term of the award.

Expected dividend yield is based on the fact that the Company has never paid cash

dividends on its common stock and does not expect to pay any cash dividends in the foreseeable future.

The Company follows the asset and liability method

2 unchanged sentences

and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to

apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and

a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject

to income tax examinations by major taxing authorities since inception.

The Company has identified the United States

as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and

compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax

benefits will materially change over the next twelve months.

The IR Act imposes a 1 % excise tax on

the fair market value of stock repurchases made by covered corporations after December 31, 2022.

The total taxable value of shares repurchased

is reduced by the fair market value of and newly issued shares during the taxable year.

Redemption rights are ubiquitous to nearly

Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption

right, essentially getting their money back.

There are two possible scenarios in which redemption rights come into play.

First, they can

be exercised by the stockholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC

did not find a target with which to merge.

In connection with shareholder redemptions in 2023, the Company recorded

an excise tax liability and equity adjustment of $ 0.9 million.

Net Income (Loss) per Common Stock

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “ Earnings Per Share.

” Net income (loss) per share of common stock is computed

by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period.

The Company applies

the two-class method in calculating earnings per share.

The remeasurement adjustment associated with the redeemable shares of Class A

Common Stock is excluded from income (loss) per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share

of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private

Placement since the exercise of the warrants is contingent upon the occurrence of future events.

As of December 31, 2023 and 2022, the

warrants are exercisable to purchase 11,580,000 shares of Class A common stock in the aggregate.

As a result, diluted income (loss) per

share of common stock is the same as basic income (loss) per common stock for the periods presented.

Stockholders elected

to redeem an aggregate 1,625,876 shares of Common Stock in connection with the Second Special Meeting held on December 14, 2023.

these shares are no longer outstanding for purposes of calculating weighted average number of shares of common stock outstanding at December

The following tables reflects the calculation

of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

Class A Redeemable Common Stock

Income allocable to Class A Redeemable Common Stock

Diluted weighted average shares outstanding

Diluted net income per share, Class A Redeemable Common Stock

Class A and Class B Non-Redeemable Common Stock

Income allocable to Class A and Class B Non-Redeemable Common Stock

Diluted weighted average shares outstanding

Diluted net income per share, Class A and Class B Non-Redeemable Common Stock

Class A Redeemable Common Stock

Loss allocable to Class A Redeemable Common Stock

$ ( 13,931,674 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share, Class A Redeemable Common Stock

Class A and Class B Non-redeemable Common Stock

Loss allocable to Class A and Class B Non-Redeemable Common Stock

$ ( 5,843,928 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share, Class A and Class B Non-Redeemable Common Stock

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

Fair Value of Financial Instruments

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances

are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute

for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes

accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Company recognized an uncertain tax position

of approximately $ 0.2 million, recognized as a reduction of its gross deferred tax asset as of December 31, 2024.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company is subject to income tax examinations by major taxing authorities since inception.

The Company files income and franchise tax returns with the United

States, Texas, and Ohio.

Examinations by the United States and state tax authorities may include questioning the timing and amount of

deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws.

December 31, 2024, all tax years since the 2021 inception year are subject to examination for U.S.

federal and state purposes.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Income (Loss) per Common Stock

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share.

(loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding

for the period.

The calculation of diluted income (loss) per

share of common stock does not include potentially dilutive common stock equivalents if their include would be anti-dilutive as of December

31, 2024 and 2023.

As such, net loss per common stock is the same for basic and diluted loss per share for the year ended December 31,

2024 and 2023.

The following table presents potentially dilutive common stock equivalents

that have been excluded from the calculation of dilutive loss per share as their inclusion would be anti-dilutive at December 31, 2024.

HBC Holdback Shares

Warrants – Public

Warrants – Private

Warrants - Series A

Warrants - Series C

Warrants - Series D

Stock-based compensation - equity awards

Arbor Lake Strategic Cooperation Consulting Agreement

HBC Earnout Shares

Total common stock equivalents excluded from dilutive loss per share

No common stock equivalents have been excluded from the calculation

of dilutive loss per share at year ended December 31, 2023.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on these accounts.

Value of Financial Instruments

Fair value is defined as the price that would

4 unchanged sentences

the lowest priority to unobservable inputs (Level 3 measurements).

Convertible Notes

The Company accounts for convertible notes as

either equity-classified or liability-classified instruments based on an assessment of the convertible notes’ specific terms and

applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment

considers whether the conversion feature is freestanding financial instruments pursuant to ASC 480, meet the definition of a liability

pursuant to ASC 480, and whether the convertible notes meet all of the requirements for equity classification under ASC 815, including

whether the conversion feature are indexed to the Company’s own common shares.

The Company has concluded that the convertible notes

qualify for equity treatment.

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants

are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants

meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s

own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside

of the Company’s control, among other conditions for equity classification.

Equity-Linked Instruments

The Company evaluates all equity-linked contracts,

including warrants and the Forward Purchase Agreement (“FPA”), to determine classification as either equity or liability in

accordance with FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and FASB ASC 815, Derivatives and Hedging

This assessment considers whether the instruments meet the fixed-for-fixed equity classification criteria and whether

any provisions require liability treatment, including potential “net cash settlement” outside of the Company’s control.

Instruments that qualify for equity classification are recorded as a component of additional paid-in capital, while those requiring liability

classification are measured at fair value, with subsequent changes recorded in earnings.

This assessment is conducted at the time of warrant

issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the

time of issuance.

For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required

to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

The Company accounts for

outstanding warrants as equity-classified instruments.

Forward Purchase Agreement and Non-Redemption

The Company accounts for forward purchase agreement

and non-redemption agreement as either equity-classified or liability-classified instruments based on an assessment of the FPA and NRA

specific terms and applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the FPA and NRA are freestanding financial instruments pursuant to ASC 480, meet the definition of a

liability pursuant to ASC 480, and whether the FPA and NRA meet all of the requirements for equity classification under ASC 815, including

whether the FPA and NRA are indexed to the Company’s own common shares and whether the FPA and NRA holders could potentially require

“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment is conducted at the time of FPA and NRA issuance and as of each subsequent quarterly period end date while the FPA and

NRA are outstanding.

For issued or modified FPA and NRAs that meet

all of the criteria for equity classification, the FPA and NRA are required to be recorded as a component of additional paid-in capital

at the time of issuance.

For issued or modified FPA and NRAs that do not meet all of the criteria for equity classification, the FPA

and NRAs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Company accounts for outstanding FPA and NRA as liability-classified instruments.

Recent Accounting Standards

issuance and as of each subsequent quarterly period end date while the FPA and warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity

classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their

initial fair value on the date of issuance, and each balance sheet date thereafter.

The Company accounts for the outstanding public warrants

and private placement warrants (“Private Warrants”) issued in connection with Nubia’s initial public offering in 2022

as equity-classified instruments under ASC 815-40 since they qualify as being indexed to the company’s own stock for equity classification

criteria and do not contain provisions that would require liability classification.

The Company accounts for the outstanding Series A, Series B, Series

C, and Series D warrants issued in connection with the March and August 2024 private placement financings (the “PIPE Warrants”)

as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification

criteria under ASC 815-40.

The Company utilizes a Monte Carlo simulation model to determine the fair value of the PIPE Warrants.

The resulting

fair value is recorded as a derivative liability on the combined and consolidated balance sheets, and with changes in the fair value of

the PIPE Warrants recorded as a non-cash other income (expense) within change in fair value of derivative liabilities account on

the Company’s consolidated and combined statements of operations.

Forward Purchase Agreement

The Company accounts for the FPA as either equity-classified

or liability-classified instruments based on an assessment of the FPA specific terms and applicable authoritative guidance in ASC 480,

and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the FPA is a freestanding

financial instrument pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the FPA meets all of the

requirements for equity classification under ASC 815, including whether the FPA is indexed to the Company’s own common shares and

whether the FPA holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment is conducted at the time of FPA issuance and as of each subsequent quarterly

period end date while the FPA is outstanding.

For issued or modified FPA that meets all of the criteria for equity

classification, the FPA is required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or

modified FPA that does not meet all of the criteria for equity classification, the FPA is required to be recorded at fair value on the

date of issuance and revalued at each balance sheet date thereafter.

The Company accounts for the FPA as a liability-classified instrument

due to the settlement provisions.

The Company utilizes a Monte Carlo simulation model to determine the fair value of the FPA.

The resulting

fair value is recorded as a derivative liability on the combined and consolidated balance sheets.

The Company records changes in the fair

value of the FPA as a non-cash other income (expense) within change in fair value of derivative liabilities account on the Company’s

consolidated and combined statements of operations.

Adopted Accounting Standards

2023, the FASB issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment

Disclosures,” to enhance disclosures for significant segment expenses for all public entities required to report segment information

in accordance with ASC 280.

The standard did not change the definition of a segment, the method for determining segments or the criteria

for aggregating operating segments into reportable segments.

The amendments are effective for fiscal years beginning after December 15,

2023, and interim periods within fiscal years beginning after December 15, 2024.

Retrospective adoption is required for all prior periods

presented in the financial statements.

The Company adopted the amendment effective January 1, 2024 for annual reporting purposes.

adoption did not have a material impact to the Company’s financial statements or disclosures.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax

information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

is effective for the fiscal year beginning after December 15, 2024.

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information

within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective

for the fiscal year beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does

not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the

Company sold 11,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of Class A common stock and one-half of

one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A

common stock at a price of $ 11.50 per share, subject to adjustment (see Note 7).

On March 15, 2022, the underwriters purchased

an additional 1,350,000 Units pursuant to the partial exercise of the over-allotment option.

The Units were sold at an offering price

of $ 10.00 per Unit, generating additional gross proceeds to the Company of $ 13,500,000 .

NOTE 4 — PRIVATE PLACEMENTS

The Sponsor purchased an aggregate of 5,000,000

Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds of $ 5,000,000 , from the Company

in private placements that occurred simultaneously with the closing of the Initial Public Offering.

Each Private Placement Warrant is

exercisable to purchase one share of Common stock at a price of $ 11.50 per share, subject to adjustment (see Note 7).

The proceeds from

the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement

Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and the Private Placement Warrants will expire worthless.

The Private Placement Warrants (including the Common stock issuable upon

exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of an

Initial Business Combination, subject to certain exceptions.

On March 15, 2022, in connection with the exercise

of the over-allotment option, the Sponsor and the underwriter purchased an additional 405,000 Private Placement Warrants at a purchase

price of $ 1.00 per warrant generating additional gross proceeds to the Company of $ 405,000 .

NOTE 5 — RELATED PARTIES

Founder Shares

On August 17, 2021, the Sponsor received 2,875,000

of the Company’s Class B common stock (the “Founder Shares”) for $ 25,000 paid for Company deferred offering costs.

On March 10, 2022, the Company effectuated a 1.1-for-1 share split, resulting in an aggregate of 3,162,500 Founder Shares outstanding

(see Note 7).

All share amounts have been adjusted to reflect the share split.

The Founder Shares include an aggregate of up to 412,500

shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the

number of Founder Shares equals, on an as-converted basis, approximately 20 % of the Company’s issued and outstanding shares of

common stock after the Initial Public Offering.

During the year ended December 31, 2022, as a result of the partial exercise of the over-allotment

option, the remaining 75,000 shares subject to forfeiture expired.

The holders of the Founder Shares have agreed,

subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the

Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or

(y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in

all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Sponsor

On July 27, 2021, the Sponsor issued an unsecured

promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal

amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation

of the Initial Public Offering (the “Original Maturity Date”).

On May 20, 2022, the Company and the Sponsor amended and restated

the Promissory Note (the “Amended Note”) (i) to extend the Original Maturity Date to a new maturity date which shall be upon

the earlier of the closing of the Company’s initial business combination or the Company’s liquidation, and (ii) to permit

the holder of the Amended Note, in its sole discretion, to convert any or all of the unpaid principal under the Amended Note into warrants,

at a price of $ 1.00 per warrant, upon consummation of the Company’s initial business combination.

On May 17, 2023, the Sponsor

issued an unsecured promissory note to the Company (the “Note”), pursuant to which the Company may borrow up to an aggregate

principal amount of $ 1,000,000 .

The Promissory Note is non-interest bearing and payable on the earlier of the closing of the Company’s

initial business combination or the Company’s liquidation, and to permits the holder of the Note, in its sole discretion, to convert

any or all of the unpaid principal under the Amended Note into warrants, at a price of $ 1.00 per warrant, upon consummation of the Company’s

initial business combination.

As of December 31, 2023 and December 31, 2022,

there was $ 1,297,500 , and $ 125,341 , respectively, outstanding under the Promissory Note.

On January 29, 2024, the Promissory Notes with

the Sponsor was amended such that the Promissory Note any or all of the unpaid principal upon consummation of the Company’s initial

business combination was convertible into common shares at a conversion price of $ 1.00 per share.

Convertible Note – Related party

At various dates in the third and fourth quarters

of 2023, the Company issued Convertible notes to related parties of $ 905,000 to meet our working capital requirements.

As of December

31, 2023 and December 31, 2022, there was $ 905,000 and $ 0 in Convertible Notes from Related Parties outstanding.

The convertible notes

with related parties bear similar conditions to the promissory note – sponsor.

Advances from Target

On June 15, 2023, Honeycomb Battery Company advanced

to the Company $ 62,500 .

On July 14, 2023, Honeycomb Battery Company advanced an additional $ 62,500 .

On August 15, 2023, Honeycomb Battery

Company advanced an additional $ 62,500 .

As of December 31, 2023 and December 31, 2022, there was $ 187,500 and $0 advances outstanding.

Advances from Related Parties

From time to time, affiliates of the Sponsor advance

funds to the Company or pay expenses on behalf of the Company for formation and operating costs.

These advances are due on demand and

are non-interest bearing.

During the year ended December 31, 2023 and 2022, the related parties paid $ 332,500 and $ 2,841 of expenses on

behalf of the Company, respectively.

As of December 31, 2023 and December 31, 2022, there was $332,500 and $0 outstanding balances due

to related parties, respectively.

In January 2024, the advances from related parties were converted into convertible notes – related

Letter Agreement between Nubia and Mach

FM Acquisitions LLC

December 13, 2023, Nubia and the Sponsor entered into an agreement (the “Agreement”) wherein Nubia shall make a cash payment

to the Sponsor in the amount of $ 7,250,000 .

In consideration for such payment, the Sponsor agreed to assume certain fees and expenses

accrued by Nubia in connection with the transactions contemplated by the Merger Agreement.

payment is due at closing of the Merger Agreement and relates to the deferred underwriting commission of $ 4,322,500 , which is included

in the balance sheet as of December 31, 2023, and costs that have not been incurred as of December 31, 2023 related to the merger.

General and Administrative Services

Commencing on the date of the Initial Public

Offering, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these

monthly fees.

During the year ended December 31, 2023 and December 31, 2022, the Company recorded $ 125,000 and $ 95,000 , respectively,

of expenses related to the agreement, respectively.

As of December 31, 2023 and December 31, 2022, there was an outstanding balance of

$ 79,481 and $ 0 , respectively.

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,

but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital Loans

would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest, or, at the

lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into Warrants at

a price of $ 1.00 per Warrant.

Such Units would be identical to the Private Placement Warrants.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2023 and December 31, 2022, there were

no amounts outstanding under the Working Capital Loans.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement

Warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the

Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares)

are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial

Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion

to shares of Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short form registration

demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights

with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to

However, the registration rights agreement provides

that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until

the securities covered thereby are released from their lock-up restrictions.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day

option from the date of Initial Public Offering to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the

Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were paid a cash underwriting

discount of $ 0.10 per Unit, or $ 1,235,000 upon the closing of the Initial Public Offering.

EF Hutton, division of Benchmark Investments,

LLC, which is the representative of the underwriters in the Initial Public Offering, also received 123,500 shares of Class A common stock

as compensation in connection with the closing of the Initial Public Offering (the “Representative Shares”).

the underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 4,322,500 , which includes the additional deferred fee from the

exercise of the over-allotment option.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account

solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

13, 2023, Nubia and the Sponsor entered into an agreement (the “Agreement”) wherein Nubia shall make a cash payment to the

Sponsor in the amount of $ 7,250,000 .

In consideration for such payment, the Sponsor agreed to assume certain fees and expenses accrued

by Nubia in connection with the transactions contemplated by the Merger Agreement, including the deferred underwriting fee.

On March 15, 2022, the underwriters purchased

an additional 1,350,000 Units pursuant to the partial exercise of the over-allotment option.

The Units were sold at an offering price

of $ 10.00 per Unit, generating additional gross proceeds to the Company of $ 13,500,000 .

The Company recorded the fair value of the remaining

over-allotment option of $ 19,432 as a liability on accordance with ASC 815-50 on March 15, 2022.

On April 29, 2022, the remaining over-allotment

option expired and the liability was written off to the statements of operations.

Upon consummation of the Initial Public Offering, the

Company used a modified Black-Scholes model to value the over-allotment option.

The Representative Shares have been deemed compensation

by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration

statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual.

Upon close of the Initial Public Offering,

the Company recorded additional stock issuance costs of $ 776,815 , the grant date fair value of the shares.

NOTE 7 — STOCKHOLDERS’ EQUITY

Preferred Stock — The Company

is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of December 31, 2023 and 2022, there

were no shares of preferred stock issued or outstanding.

Class A Common Stock — The

Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of Class A common

stock are entitled to one vote for each share.

As of December 31, 2023 and 2022, there were 123,500 and 123,500 shares of Class A common

stock issued and outstanding, respectively.

In addition, there were 2,293,741 and 12,350,000 shares of Class A common stock in temporary

equity on the balance sheets as of December 31, 2023 and December 31, 2022, respectively.

Class B Common Stock — The

Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of Class B common

stock are entitled to one vote for each share.

As of December 31, 2023 and 2022, there were 3,087,500 shares of Class B common stock

issued and outstanding.

At issuance, the Class B common stock included an aggregate of up to 412,500 shares of Class B common stock originally

subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the

number of Founder Shares will equal 20 % of the Company’s issued and outstanding common stock after the Initial Public Offering.

Upon the partial exercise of the over-allotment option, there were 75,000 shares which were forfeited during the year ended December

31, 2022 when the remaining over-allotment option expired.

Only holders of the Class B common stock will

have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A common stock and holders of

Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise

required by law.

In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements

with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from

those in effect upon completion of this offering.

The shares of Class B common stock will automatically

convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis,

subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed

issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio

at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority

of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance)

so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the

aggregate, on an as converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion

of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection

with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination),

excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.

Warrants — As of December

31, 2023, there were 11,580,000 warrants outstanding ( 5,405,000 Private warrants and 6,175,000 Public Warrants).

Public Warrants may

only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and

(b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years after the completion of a Business

Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver

any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise

unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise

of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to

the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to

exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of

the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable

after the closing of a Business Combination the Company will use its commercially reasonable efforts to file, and within 90 days following

a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock

issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the

warrants expire or are redeemed.

Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not

listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)

of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless

basis” in accordance with Section 3(a) (9) of the Securities Act and, in the event the Company so elects, the Company will not

be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify

the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per

Share of Class A Common Stock Equals or Exceeds $ 18.00 — Once the warrants become exercisable, the Company may redeem the

outstanding Public Warrants:

whole and not in part;

● at a price of $ 0.01 per Public Warrant;

a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption

period to each warrant holder;

● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

If and when the warrants become redeemable by

the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for

sale under all applicable state securities laws.

If the Company calls the Public Warrants for

redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants

to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of common stock issuable

upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary

dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not

be adjusted for issuances of common stock at a price below its exercise price.

Additionally, in no event will the Company be required

to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and

the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect

to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with

respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

The Private Placement Warrants are identical

to the Public Warrants underlying the Units being sold in the Initial Public Offering.

NOTE 8 — FORWARD PURCHASE AGREEMENT

AND NON REDEMPTION AGREEMENT

Forward Purchase Agreement

On December 13, 2023, Nubia entered into an agreement

with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”),

and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller” or “Forward

Purchase Investors”) (the “Forward Purchase Agreement”).

For purposes of the Forward Purchase Agreement, NUBI is referred

to as the “Counterparty” prior to the consummation of the Business Combination, while Solidion Technology, Inc.

is referred to as the “Counterparty” after the consummation of the Business Combination.

Capitalized terms used herein but

not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

Pursuant to the terms of the Forward Purchase

Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE

Subscription Agreement, purchase up to 9.9 % of the total Class A ordinary shares, par value $ 0.0001 per share, of NUBI (“NUBI Shares”)

outstanding following the closing of the Business Combination, as calculated by Seller (the “Purchased Amount”), less the

number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”).

Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would

exceed 9.9 % of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion,

waives such 9.9 % ownership limitation.

The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following

a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination”

in the Forward Purchase Agreement.

The Forward Purchase Agreement provides for a

prepayment shortfall in an amount in U.S.

dollars equal to 0.50 % of the product of the Recycled Shares and the Initial Price (as defined

As described below in Shortfall Sales, Seller in its sole discretion may sell Recycled Shares at any time following the Trade

Date at any sales price without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales

equal 100 % of the Prepayment Shortfall (as set forth under Shortfall Sales below) (such sales, “Shortfall Sales,” and such

Shares, “Shortfall Sale Shares”).

A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions

herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and (b) an

Optional Early Termination, subject to the terms and conditions of the Forward Purchase Agreement applicable to Terminated Shares, when

an OET Notice is delivered under the Forward Purchase Agreement, in each case with the delivery of such notice being in the sole discretion

of Seller (as further described in the “Optional Early Termination” and “Shortfall Sales” sections in the Forward

Purchase Agreement).

The Forward Purchase Agreement provides that

Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (a) the sum of (i) the Number of

Shares as set forth in a Pricing Date Notice, plus (ii) number of Recycled Shares multiplied by the redemption price per share (the “Initial

Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, and as amended

from time to time (the “Certificate of Incorporation”), less (b) the Prepayment Shortfall.

The Counterparty will pay to Seller the Prepayment

Amount required under the Forward Purchase Agreement directly from the Counterparty’s Trust Account maintained by Continental Stock

Transfer and Trust Company holding the net proceeds of the sale of the units in the Counterparty’s initial public offering and

the sale of private placement warrants (the “Trust Account”), no later than the earlier of (a) one Local Business Day after

the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination;

that to the extent that the Prepayment Amount is to be paid from the purchase of Additional Shares by Seller, such amount will be netted

against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount.

avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares under the Forward Purchase Agreement

for all purposes, including for determining the Prepayment Amount.

In addition to the Prepayment Amount, Counterparty shall pay directly

from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to 200,000 (with such final amount to be determined

by Seller in its sole discretion via written notice to Counterparty) and (y) the Initial Price.

Following the Closing, the reset price (the “Reset

Price”) will initially be the Initial Price.

The Reset Price will be subject to reset on a bi-weekly basis commencing the first

week following the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then current Reset Price,

(b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks;

provided the Reset Price shall be subject to reduction

upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.

From time to time and on any date following the

Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward Purchase Agreement, Seller

may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to the Counterparty (the “OET

Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) the next Payment Date following the OET

Date (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)).

The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with

effect as of the related OET Date.

As of each OET Date, the Counterparty shall be entitled to an amount from Seller, and Seller shall

pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of

such OET Date.

The payment date may be changed within a quarter at the mutual agreement of the parties.

The valuation date will be the earliest to occur

of (a) the date that is three (3) years after the date of the closing of the Business Combination (the date of the closing of the Business

Combination, the “Closing Date”) pursuant to the Merger Agreement, (b) the date specified by Seller in a written notice to

be delivered to Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective)

after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a

Registration Failure or (z) unless otherwise specified therein, any Additional Termination Event, and (c) the date specified by Seller

in a written notice to be delivered to the Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier

than the day such notice is effective).

The Valuation Date notice will become effective immediately upon its delivery from Seller to

the Counterparty in accordance with the Forward Purchase Agreement.

In the event the Valuation Date is determined pursuant to clause

(c), the Settlement Amount Adjustment will not apply to the calculation of the Settlement Amount.

On the Cash Settlement Payment Date, which is

the tenth Local Business Day immediately following the last day of the Valuation Period, Seller will remit to the Counterparty an amount

equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Prepayment Amount and the

Counterparty shall remit to Seller the Settlement Amount Adjustment;

provided that, if the Settlement Amount less the Settlement Amount

Adjustment is a negative number, then neither Seller nor the Counterparty shall be liable to the other party for any payment under the

“Cash Settlement Payment” Date section of the Forward Purchase Agreement.

Seller has agreed to waive any redemption rights

with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under NUBI’s

Certificate of Incorporation that would require redemption by NUBI of the NUBI Shares.

Such waiver may reduce the number of NUBI Shares

redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the

Business Combination.

The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been

undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5

under the Securities Exchange Act of 1934.

The derivative liabilities includes the FPA and NRA of $ 35,576,596

and $ 11,152,000 , respectively at December 31, 2023.

The derivative asset relates to the FPA at December 31, 2023.

Non-Redemption Agreement

On December 13, 2023, NUBI entered into a non-redemption agreement

(the “Non-Redemption Agreement”) with certain investors named therein (each, a “Backstop Investor”), each acting

on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by each such Backstop Investor or its

Pursuant to each Non-Redemption Agreement, each Backstop Investor agreed that, on or prior to Closing, it will beneficially

own not greater than the lesser of (i) that number of Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number

of NUBI Shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of NUBI Shares

would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding

9.99 % of the total number of issued and outstanding NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption

any of such Backstop Shares in connection with the second special meeting of NUBI stockholders to be held for the purpose of approving

the Business Combination (the “Second Special Meeting”);

provided, however, that in the event Backstop Investor has previously

elected to redeem, tender or submit any Backstop Shares for redemption, Backstop Investor shall rescind or reverse such redemption request

prior to Closing and NUBI shall accept such request(s) promptly once submitted by Backstop Investor.

Upon consummation of the business combination,

NUBI shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares a payment in respect

of Backstop Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Shares and

(y) the Redemption Price, less $ 4.00 .

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for

its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets

and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and

liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1 — quoted

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 —observable

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

Level 3 —unobservable

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about

the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and December 31, 2022, and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Cash and investments held in Trust

Derivative asset

The Company’s management does not believe the

adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting

Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” to improve

disclosures by providing more detailed information about the types of expenses in commonly presented expense captions.

The guidance is

effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December

15, 2027, with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial

statements and related disclosures.

— RECAPITALIZATION

discussed in Note 1, the Merger was accounted for as a common control transaction with respect to HBC which is akin to a reverse recapitalization.

the Closing, the Company received net proceeds of $ 17,555 after deducting transaction costs.

The following table reconciles the elements

of the Merger to the consolidated and combined statements of cash flows and the consolidated and combined statements of changes in stockholders’

equity (deficit) for the period ended December 31, 2024:

received from NUBI Trust

discount payment related to Non Redemption Agreement

( 13,937,997 )

reimbursement for consideration shares related to the FPA

( 2,193,800 )

reimbursement for Recycled Shares related to the FPA

transaction expenses paid in connection with the Merger

( 8,948,009 )

cash received from NUBI Trust

cash from NUBI operating account

prepaid expenses

derivative liabilities

The derivative liabilities includes the FPA and NRA of $ 35,576,596

and $ 11,152,000 , respectively at December 31, 2023.

The derivative asset relates to the FPA at December 31, 2023.

( 20,889,950 )

other liabilities

( 4,086,172 )

recapitalization, net

( 24,793,160 )

number of shares of common stock issued immediately following the consummation of the Merger were:

common stock, outstanding prior to the closing of the Merger

issued to Nubia convertible noteholders

stock immediately after the closing of the Merger

number of Predecessor HBC shares as follows:

shareholders of

In connection with Nubia’s

initial public offering in 2022, 6,175,000 public warrants and 5,405,000 Private Warrants were issued, all of which remain outstanding

and became warrants for the Common stock in the Company.

The Company evaluated the IPO warrants and determined that it is a freestanding

equity-linked contract within the scope of ASC 815-40.

Based on this guidance, the Company concluded that the IPO warrants qualify for

equity classification.

Holdback Shares

The Company and G3 included

a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax

Lien is not released prior to closing.

Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part

of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing.

Note 6 for further discussion regarding Holdback Shares related to the G3 Tax Lien.

As of the Merger closing and year-end, the G3 Tax

Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares have not been issued.

Earnout Arrangement

As noted in Note 1, in connection with the Merger, HBC shareholders

are entitled to up to 22,500,000 shares if certain post merger per share market prices are achieved.

The Company evaluated the Earnout

Arrangement and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40.

Based on this guidance, the

Company concluded that the Earnout Arrangement qualifies for equity classification.

As the merger has been accounted for as a reverse

recapitalization, the fair value of the Earnout Arrangement has been accounted for as an equity transaction as of the Closing Date of

The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Arrangement at the date

of the merger, which included the following assumptions:

stock price of $ 4.53 , risk free rate of 3.98 %, volatility of 85 %, dividends yield

of 0 % and duration of 4 years.

As of December 31, 2024, none of the Earnout Shares

had been earned by G3.

5 — FOREIGN OPERATIONS

The foreign subsidiary of the Company, a research and development facility

based in Taiwan, operating as an extension of the Dayton, OH R&D team working on silicon anode technology advancement, represented

$ 18,290 and $ 24,132 of total assets, and $ 22,053 and $ 62,753 of total liabilities as of December 31, 2024 and December 31, 2023, respectively.

Of the total assets, property and equipment totaled $ 5,454 and $ 14,500 as of December 31, 2024 and December 31, 2023, respectively.

were no revenues recognized by the foreign subsidiary for the year ended December 31, 2024 and 2023.

Total expenses incurred by the foreign

subsidiary were $ 312,804 , and $ 282,661 for the years ended December 31, 2024 and 2023, respectively.

6 — RELATED PARTIES

Contributions from Global Graphene Group (“G3”)

G3, a significant shareholder of the Company,

infused capital resources into the business to cover operating expenses incurred prior to the close of the merger.

The capital contributions

from G3 included allocations for payroll, rent and facility costs, and professional services.

The total capital contributions from G3

amounted $ 487,273 and $ 3,823,657 for the year ended December 31, 2024 and 2023, respectively.

As of December 31, 2023, the Company held an other receivable balance

of $ 187,500 from Nubia.

This balance originated from cash advances made by Global Graphene Group (“G3”) on behalf of the Battery

Group, in connection with Nubia’s funding requirements for extensions of time in closing the Merger.

Pursuant to the Merger Agreement,

the Battery Group was responsible for funding 50 % of this additional trust funding requirement.

As of December 31, 2024, following the

elimination of an intercompany amount upon the closing of the Merger, the Company no longer had a balance related to the trust funding

During the first quarter, the Company advanced $ 302,500 to G3 for transaction costs incurred during the Merger.

The outstanding

balance of other receivables amounted to $ 302,500 as of December 31, 2024.

Services Agreement

Effective February 2, 2024, the Company entered into a shared services

agreement (the “SSA”) with G3, under which G3 agreed to provide certain services, including employees, office space and use

of equipment, and the Company agreed to pay for such services on a monthly basis.

The SSA is subject to typical conditions and may be

terminated by either party upon written notice.

The management and board continues to monitor the SSA and all other related party transactions

to uphold transparency and protect shareholder interests.

Expenses incurred related to the SSA services and employees were $ 170,105 and

$ 576,309 , respectively for the year ended December 31, 2024.

There were $ 10,000 in amounts outstanding as of December 31, 2024.

to Related Party

the merger closing process, G3 incurred certain transaction expenses that were due to be reimbursed by the Company after the Closing

Date, as per the Business Combination Agreement.

These expenses included legal, advisory and audit fees directly associated with facilitating

The total amount due to G3 was $ 879,985 as of the Closing Date.

Additionally,

at the time of the merger close, the Company had an outstanding payable related to the monthly administrative services support fees due

to Mach FM Corp, an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia.

This fee covered office space, utilities, and secretarial

and administrative support provided by Mach FM to support Nubia’s operating activities.

The outstanding balance payable to Mach

FM amounted to $ 88,979 as of the Closing Date.

During the year ended December 31, 2024, the Company repaid $ 879,985

due to related parties.

Amounts outstanding as of December 31, 2024 to G3 and Mach FM Corp were $ 0 and $ 87,873 , respectively.

Consideration

At Closing, the G3 Tax Lien has not been settled

by G3 and as of December 31, 2024, the 200,000 Holdback Shares have not been issued.

The contingent consideration represents a potential

obligation that would become released only upon G3 settling its G3 Tax Lien.

See Note 4 further discussion regarding Holdback Shares related

to the G3 Tax Lien.

of the Closing Date, the Company recorded a fair value of $ 906,000 for the 200,000 Holdback Shares, which was accounted for as an equity

7 — COMMITMENTS AND CONTINGENCIES

time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business.

Company accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably

Management believes that there are no claims against us for which the outcome is expected to have a material effect on our

financial position, results of operations or cash flows.

Settlement and Dismissal of Meteora Lawsuit

On July 17, 2024, plaintiffs Meteora Capital Partners

LP, Meteora Select Trading Opportunities Master LP, and Meteora Strategic Capital LLC filed a lawsuit against Solidion Technology, Inc.

in the Delaware Chancery Court (Case No.

2024-0752-LWW).

The lawsuit sought specific performance and monetary damages related to the FPA.

On August 29, 2024, the Company and the Seller

entered into an amendment to the FPA (the “Amendment”).

Concurrently, the parties signed and filed a joint stipulation for dismissal

with prejudice of the lawsuit (the “Stipulation”).

Under the terms of the Stipulation, the Company agreed to issue 12,393,002

common shares to the Seller, consisting of 9,543,002 Additional Shares and 2,850,000 Share Consideration shares, within five business

days of the Stipulation’s entry and pay the Seller’s reasonable and documented attorney’s fees related to the lawsuit, up to $ 65,000 .

On September 9, 2024, the Company and the Seller

filed the Stipulation in the Delaware Chancery Court, formally resolving the litigation.

See Note 10 FPA amendment and resolution of

lawsuit for more details.

The Internal Revenue Service has placed a federal tax lien on all the

property and rights to property belonging to G3 which would include any proceeds from sale of property assets included in the financial

statements of the Company.

The lien relates to unpaid federal income taxes for 2017.

Inclusive of interest, the balance owed is approximately

$ 2,035,000 as of March 2025.

As disclosed in Note 4, the Company and G3 included

a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax

Lien is not released prior to closing.

Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part

of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing.

of the Merger closing and year-end, the G3 Tax Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares

have not been issued.

G3 Tax Lien represents a potential obligation that would become payable only upon the sale of the building.

As the timing and likelihood

of such a sale are uncertain and there are no immediate plans to sell, the Company has not recorded a liability on the balance sheet

for this contingent obligation.

Should the Company decide to sell the building in the future, this lien may need to be settled from the

proceeds of the sale, which could impact the net cash inflow from such a transaction.

The Company will continue to monitor the situation

and will recognize a liability in the financial statements if and when it becomes probable that the building will be sold and the lien

will need to be satisfied.

Cooperation Consulting Agreement

September 11, 2024, the Company amended an existing Strategic Cooperation Consulting Agreement (the “Consulting Agreement”)

by and between the Company and Arbor Lake Capital Inc.

(the “Advisor”), pursuant to which the Company retained the Advisor

as its consultant to provide non-exclusive consulting services in connection with the Company’s commercial and strategic business

development including but not limited to sales and market development, business partnership, joint-venture, alliance, licensing and supply

In accordance with the terms of the Consulting Agreement, the Advisor shall be entitled to receive the consulting fees as

● 2,000,000 shares of the Company’s common stock as a retainer upon the signing of the Consulting Agreement;

● Any licensing agreement that results in a commercial/strategic partner(s) acquiring a license from the Company shall entitle the Advisor to 3 % (three percent) of upfront licensing revenue, plus 2 % (two percent) of annual loyalty revenue from the commercial/strategic partner(s) for the first three years;

● Any commercial/strategic cooperation in which the Company would distribute, resell or become a licensee of the commercial/strategic partner, the Company shall pay to the Advisor 0.4 % of the revenue generated by the Company under such agreement for the first three years beginning with the first date that the commercial/strategic partner delivers the first product;

● For any sales/purchase of Company products in excess of $2,000,000 annually or similar agreements with commercial/strategic partner(s) resulting from the services rendered hereunder to the Company shall accrue compensation to the Advisor as follows:

2% (two percent) of sales/purchase value up to $5 million of the Company from the Commercial/Strategic Partner(s), plus 1.5% (one and half percent) of sales/purchase value above $5 million of the company from the Commercial/Strategic Partner(s);

any other commercial/strategic cooperation including but not limited to partnership, joint-venture,

alliance, and supply cooperation, the compensation will be further discussed and agreed upon

by the parties when such cooperation commences.

● The term of the Consulting Agreement shall continue until the performance by each party of its respective obligations thereunder shall have been satisfied.

Either party may terminate the relationship upon mutual agreement after 12 months upon the effective date of the Consulting Agreement.

As the 2,000,000 shares are fully earned upon

the signing of the agreement, the Company recorded an expense within Selling, General, and Administrative expenses on the Company’s

consolidated and combined statements of operations of $ 700,000 based on the stock price on the signing date.

Registration Rights Agreement

Pursuant to the Registration Rights Agreement,

dated August 30, 2024 (the “Agreement”), between the Company and the purchasers of privately placed securities (the “Purchasers”),

the Company was obligated, among other things, to file a registration statement to register the resale of such securities and to have

the Securities and Exchange Commission declare the registration statement effective by certain deadlines specified in the Agreement.

of December 31, 2024, the Company had not met these deadlines.

As a result, the Company recorded an expense of $ 240,000 within Selling,

General, and Administrative Expenses on its consolidated and combined statements of operations.

If the Effectiveness Failure were

to continue, the liquidated damages would be limited to approximately $ 400,000 plus interest calculated in accordance with the Agreement.

8 — STOCKHOLDERS’ EQUITY (DEFICIT)

The Company is authorized to issue 2,000,000

shares of preferred stock with a par value of $ 0.0001 per share.

As of December 31, 2024 and 2023, there were no shares of preferred

stock issued or outstanding.

The Company is authorized to issue 300,000,000 shares of common stock

with a par value of $ 0.0001 per share.

Holders of common stock are entitled to one vote for each share.

As of December 31, 2024 and 2023,

respectively, there were 131,697,982 and 69,800,000 (adjusted for reverse recapitalization) shares of common stock issued and outstanding,

respectively.

On March 13, 2024, Solidion entered into a private placement transaction

(the “March Private Placement”), pursuant to a Securities Purchase Agreement (the “March Subscription Agreement”)

with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $ 3,850,000 .

The issuance costs associated

with the March Private Placement, including fees to the placement agent and other expenses, totaled $ 522,867 , of which $ 262,064 was allocated

to the issuance of March Private Placement common stock and $ 260,803 was allocated to the issuance of series A and B warrants.

Private Placement closed on March 15, 2024.

As part of the March Private Placement, the Company issued an aggregate

of 5,133,332 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 0.75 per unit (less $ 0.0001 per

pre-funded unit).

Each Unit consists of (i) one share of Solidion Common Stock, (ii) two Series A warrants (“Series A Warrants”)

each to purchase one share of Common Stock, and (iii) one Series B warrant (“Series B Warrants”) to purchase such number of

shares of Common Stock as determined on the reset date, and in accordance with the terms therein.

On August 30, 2024, the Company entered into a private placement transaction

(the “August Private Placement”), pursuant to a Securities Purchase Agreement (the “August Subscription Agreement”)

with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $ 4,000,000 .

The issuance costs associated

with the August Private Placement, including fees to the placement agent and other expenses, totaled $ 380,001 , of which $ 157,435 was allocated

to the issuance of August Private Placement common stock and $ 222,566 was allocated to the issuance of Series C and D warrants.

Private Placement closed on September 5, 2024.

The Company used the net proceeds from the August Private Placement for working capital

and general corporate purposes.

As part of the August Private Placement, the Company issued an aggregate

of 12,217,468 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 0.3274 per unit.

Each Unit consists

of (i) one share of common stock, par value $ 0.0001 per share of the Company (the “Common Stock”) (or one pre-funded warrant

to purchase one share of Common Stock (the “Pre-Funded Warrant”)), (ii) two Series C warrants each to purchase one share of

Common Stock (the “Series C Warrant”) and (iii) one Series D warrant to purchase such number of shares of Common Stock as

determined on the Reset Date (as defined below), and in accordance with the terms therein (the “Series D Warrant” and together

with the Pre-Funded Warrant and the Series C Warrant, the “Warrants”).

The Company accounts for the outstanding PIPE Warrants as liability-classified

instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under

The Company utilizes a Monte Carlo simulation model to determine the fair value of the PIPE Warrants.

The resulting fair value

is recorded as a Derivative liability on the combined and consolidated balance sheets, and records changes in the fair value of the PIPE

Warrants as a non-cash other income (expense) within Change in fair value of derivatives account on the Company’s consolidated

and combined statements of operations.

NOTE 9 — WARRANTS

Warrants – Public Warrants

In connection with Nubia’s initial public offering in 2022,

6,175,000 public warrants were issued, entitling holders to purchase one share of common stock at an exercise price of $ 11.50 per share,

subject to adjustment.

Only whole warrants may be exercised.

The warrants expire five years after the completion of the Company’s

initial business combination, February 2, 2029.

The Company is not obligated to issue shares upon warrant exercise

unless a registration statement covering the underlying shares is effective.

If a registration statement is not effective, holders may

exercise warrants on a cashless basis under certain conditions.

The Company may redeem the warrants at $ 0.01 per warrant, with at least

30 days’ prior notice, if the common stock trades at or above $ 18.00 per share for 20 trading days within a 30 -day period after

the warrants become exercisable.

Adjustments to the number of shares issuable upon exercise and the exercise price may occur in the event

of stock splits, dividends, reorganizations, or similar events.

Warrants do not provide voting rights or shareholder privileges until

No fractional shares will be issued upon exercise.

The Company evaluated the public warrants and determined that it is

a freestanding equity-linked contract within the scope of ASC 815-40.

Based on this guidance, the Company concluded that the IPO warrants

qualify for equity classification.

Warrants – Private Warrants

In connection with Nubia’s initial public offering in 2022, 5,405,000

Private Warrants were issued.

Except as described below, the Private Warrants have terms and provisions

that are identical to those of the public warrants, including as to exercise price, exercisability and exercise period.

The Private Warrants

will be exercisable on a cashless basis and will not be redeemable by us so long as they are held by the holders of the private warrants

or their permitted transferees.

The holders of the Private Warrants or their permitted transferees have the option to exercise the private

warrants on a cashless basis.

If the Private Warrants are held by holders other than the holders of the Private Warrants and their permitted

transferees, the Private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in

the units being sold in the Company’s initial public offering.

If exercised on a cashless basis, holders will receive shares of common

stock based on the difference between the warrant exercise price and the fair market value of the stock.

Fair market value is determined

as the average last sale price of the common stock over the 10 trading days ending on the third trading day before the exercise notice

The reason that The Company have agreed that these warrants will be exercisable on a cashless basis so long as they are held by

the holders of the Private Warrants and their permitted transferees is because it is not known at this time whether they will be affiliated

with us following an initial business combination.

If they remain affiliated with us, their ability to sell the Company’s securities

in the open market will be significantly limited.

The Company has policies in place that prohibit insiders from selling the Company’s

securities except during specific periods of time.

Even during such periods of time when insiders will be permitted to sell the Company’s

securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information.

Accordingly, unlike public stockholders who typically could sell the shares of common stock issuable upon exercise of the warrants freely

in the open market, the insiders could be significantly restricted from doing so.

As a result, The Company believes that allowing the

holders to exercise such warrants on a cashless basis is appropriate.

In addition, holders of the Company’s Private

Warrants are entitled to certain registration rights.

The Company evaluated the Private Warrants and determined that it is

a freestanding equity-linked contract within the scope of ASC 815-40.

Based on this guidance, the Company concluded that the Private Warrants

qualify for equity classification.

Series A and Series B Warrants

The Series A and Series B Warrants issued in conjunction with the March

Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance,

with remeasurement in each subsequent period.

As such, on the date of issuance the Company allocated the proceeds between the common stock,

Series A Warrants and Series B Warrants first to the fair value of the Series A Warrants and Series B Warrants, which were recorded as

The Company used a Monte Carlo analysis to determine

the fair value of the FPA and NRA.

The fair value measurement of the FPA and the NRA liability at December 31, 2023, was calculated using

the following range of weighted average assumptions:

Risk-free interest rate (FPA)

Expected life of over-allotment option (FPA)

Expected volatility of underlying stock (FPA)

Dividends (FPA)

Probability of merger closing (FPA and NRA)

The 123,500 Representative Shares have a grant

date fair value of $ 6.29 per share or an aggregate of $ 776,815 .

The Company measured the fair value of the Representative Shares on the

grant date of the award utilizing a valuation model which considers certain assumptions.

These assumptions include the offering price,

the marketability of the Company and the probability of initial business combination, which were considered Level 3 inputs.

Initial Public Offering, such amounts were allocated to offering costs within stockholders’ equity (deficit).

NOTE 10 — INCOME TAXES

The Company’s deferred tax assets are as

follows at December 31, 2023 and 2022:

Deferred tax asset

Net operating loss

Startup/organizational costs

Total deferred tax asset

Valuation allowance

Deferred tax asset, net of allowance

The income tax provision (benefit) consists of the following for the

year December 31, 2023 and December 31, 2022:

the fair value of the warrants at the date of issuance on March 15, 2024 and as of the reporting date.

The total fair value of the Series

A Warrants and Series B Warrants measured at issuance was $ 12,656,550 and $ 82,450 , respectively, which exceeded the total gross proceeds

from the March Private Placement of $ 3,850,000 .

As the fair value of the derivative liability exceeded the proceeds on the day of issuance,

the difference was recorded as a loss from issuance of stock and warrants of $ 17,820,998 .

The fair value of the

Series A and Series B Warrants as of December 31, 2024, was $ 4,955,300 and $ 0 , respectively, resulting in a gain of $ 7,783,700 during

the year ended December 31, 2024.

As of December 31, 2024, 13,742,879 Series A Warrants and 5,749,598 Series B Warrants were exercised,

resulting in the issuance of 19,492,477 common shares.

As of December 31, 2024, 8,398,822 Series A Warrants and no Series B Warrants remained

Series C and Series D Warrants

The Series C and Series D Warrants issued in conjunction with the August

Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance,

with remeasurement in each subsequent period.

As such, on the date of issuance the Company allocated the proceeds between the common stock,

Series C Warrants and Series D Warrants first to the fair value of the Series C Warrants and Series D Warrants, which were recorded as

The Company used a Monte Carlo analysis to determine

the fair value of the warrants at the date of issuance on August 30, 2024 and as of the reporting date.

The total fair value of the Series

C Warrants and Series D Warrants measured at issuance was $ 8,114,650 and $ 1,540,150 , respectively, which exceeded the total gross proceeds

from the August Private Placement of $ 4,000,000 .

As the fair value of the derivative liability exceeded the proceeds on the day of issuance,

the difference was recorded as a loss from issuance of stock and warrants of $ 9,654,799 .

The fair value of the Series C Warrants and Series D Warrants as of

December 31, 2024 was $ 13,703,250 and $ 210,000 , respectively, resulting in a loss of $ 4,258,450 during the year ended December 31, 2024.

There were no Series C Warrants and Series D Warrants exercised as of December 31, 2024.

NOTE 10 — FORWARD PURCHASE AGREEMENT AND NON REDEMPTION AGREEMENT

Purchase Agreement

On December 13, 2023, Nubia entered into the FPA with Meteora Capital

Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively, the “Seller”

or “Forward Purchase Investors”).

For purposes of the FPA, Nubia is referred to as the “Counterparty” prior to

the consummation of the Merger, while Solidion Technology, Inc.

(“Pubco”) is referred to as the “Counterparty”

after the consummation of the Merger.

Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such

terms in the FPA previously filed with the SEC.

Pursuant to the terms of the Forward Purchase Agreement, Seller intends,

but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase

up to 9.9 % of the total Class A ordinary shares, par value $ 0.0001 per share (“Additional Shares”) outstanding following the

closing of the Merger, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller

separately from third parties through a broker in the open market (“Recycled Shares”).

Seller will not be required to purchase

an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would exceed 9.9 % of the total NUBI Shares

outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9 % ownership limitation.

The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase

Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

The FPA provides for a prepayment shortfall equal to 0.50 % of the product

of Recycled Shares and the Initial Price.

The Seller may conduct Shortfall Sales at its discretion to recover this shortfall without triggering

early termination obligations.

The Prepayment Amount payable to the Seller is calculated based on the number of shares purchased and the

redemption price, less any prepayment shortfall, and is funded from the Counterparty’s Trust Account.

Additionally, up to 200,000

shares may be purchased at the Initial Price.

Following the Closing, the reset price (the “Reset Price”)

was initially the Initial Price.

The Reset Price will be subject to reset on a bi-weekly basis commencing the first week following the

thirtieth day after the closing of the Merger to be the lowest of (a) the then current Reset Price, (b) the Initial Price and (c) the

VWAP Price of the Shares of the prior two weeks;

provided the Reset Price shall be subject to reduction upon a Dilutive Offering Reset

immediately upon the occurrence of such Dilutive Offering.

The Seller also retains the right to terminate part or all of the transaction

through Optional Early Termination (OET) by providing notice, with corresponding payment obligations based on the Reset Price.

The Valuation Date for settlement occurs at the earlier of three years

post-Merger, specified adverse events (e.g., delisting or registration failure), or at the Seller’s discretion.

Upon settlement,

adjustments may be made in cash or shares, depending on the circumstances.

The Seller has waived redemption rights for Recycled Shares, which

may impact the overall redemption levels and market perception of the Merger.

The FPA complies with tender offer regulations, including

Rule 14e-5 under the Securities Exchange Act of 1934.

On February 2, 2024, upon consummation of the Merger, NUBI made a payment

to each Forward Purchase Investor in respect of their respective Recycled Shares.

This payment totaled 7,352 shares and included a cash

payment of $ 80,241 released from the trust account.

The payment was calculated as an amount equal to (a) the number of Recycled Shares

multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate

of Incorporation, effective as of March 10, 2023, as amended from time to time (the “Certificate of Incorporation”), less

(b) the prepayment Shortfall.

Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors of $ 2,193,800 from

the trust account as reimbursement for the 200,000 consideration shares.

On January 17, 2024, the Company received a Pricing Date Notice from

the Forward Purchase Investors specifying 5,838,537 Additional Shares.

On March 22, 2024, the Company received an amended Pricing Date

Notice revising the total number of Additional Shares to 8,038,537 .

On June 11, 2024 the Company received an amended Pricing Date Notice

revising the total number of Additional Shares to 9,543,002 .

On August 29, 2024, the Additional Shares were issued to the Forward Purchase

The Company accounts for the FPA as a liability-classified instrument

due to the settlement provisions.

The resulting fair value is recorded as a derivative liability on the combined and consolidated balance

The Company records changes in the fair value of the FPA as a non-cash other income (expense) within change in fair value of derivatives

account on the Company’s consolidated and combined statements of operations.

The Company utilized a Monte Carlo simulation model to determine the

fair value of the FPA, comprising Recycled Shares of 7,352 and Additional Shares of 9,543,002 , totaling 9,550,354 shares (the “FPA

Shares”) as of December 31, 2024.

The model estimated the total present value of the Company’s proceeds at approximately $ 259,254

and the total present value of the Company’s liability at approximately $ 6,663,316 , resulting in a net liability of approximately $ 6,404,100

as of December 31, 2024.

As a result, the Company recognized a non-cash gain from the Change in fair value of derivatives of $ 14,485,850

for the year ended December 31, 2024.

amendment and resolution of lawsuit

On July 16, 2024, the Forward Purchase Investors brought a lawsuit

against Solidion in Delaware Chancery Court seeking specific performance and monetary damages related to the FPA.

On August 29, 2024, the Company and the Seller entered into an amendment

(the “Amendment”) to the FPA.

The Amendment includes modifications to several terms, including:

● Prepayment Shortfall:

Expanded to allow the Company

to request additional funds in increments of $ 500,000 , subject to specified conditions.

● Prepayment Shortfall Consideration:

now sell Additional Shares and Recycled Shares at any price, without an Early Termination Obligation, until sale proceeds reach 120 % of

the Prepayment Shortfall.

● Shortfall Sales:

The Company agrees not to issue

or sell additional shares or convertible securities without Seller’s consent until specific conditions are met.

● Shortfall Variance:

If a shortfall occurs, the

Company must either pay the Shortfall Variance in cash or issue additional shares to the Seller.

● Share Consideration:

Seller is entitled to designate 2,850,000

common shares as (“Share Consideration”)

● VWAP Trigger Event:

Defined as occurring if the VWAP Price falls below $ 2.00

per share for 10 trading days within a 30-day period.

In addition, upon execution of the Amendment,

the Seller agreed to temporarily forbear from exercising any rights under the Forward Purchase Agreement related to certain valuation

events, including a Shortfall Variance Registration Failure, VWAP Trigger Event, or Registration Failure (collectively, “Valuation

Date Events”), during the period from the Pricing Date through December 31, 2024 (the “Standstill Period”).

Standstill Period, if any Valuation Date Events have occurred, the Seller’s rights under the agreement will be reinstated.

Additionally, the Company agreed to file a registration

statement within 20 business days of the Amendment to register the resale of the Additional Shares and Share Consideration (collectively,

the “Meteora Shares”).

The Company will use commercially reasonable efforts to have the registration statement declared effective

within 60 calendar days of the Amendment.

No other shares may be registered before the Meteora Shares, though they may be registered concurrently

in the same resale registration statement.

Further, the Amendment restricts the Seller from

selling more than 10 % of the daily trading volume of the Company’s common stock until 30 days after the effectiveness of the resale

registration statement, except on days when trading volume exceeds 7,000,000 shares.

Finally, concurrently with the execution of the Amendment, the Company

and the Seller agreed to sign and cause to be filed a joint stipulation for dismissal with prejudice of the Action (as defined below)

(the “Stipulation”).

The Stipulation provides that the Company issue 12,393,002 Solidion common shares, consisting of the

Additional shares of 9,543,002 and the Share Consideration of 2,850,000 shares to the Seller within five business days of the entry of

the Stipulation.

In consideration for the Stipulation, the Company agreed to pay Seller’s reasonable and documented attorney’s

fees related to this Action in an amount up to $ 65,000 .

“Action” means (i) the Complaint for Specific Performance and Money

Damages filed July 16, 2024 thereby initiating Case No.

2024-0752-LWW Meteora Capital Partners, LP v.

Solidion Technology, Inc.

Court of Chancery of the State of Delaware (the “Delaware Chancery Court”) and (ii) the Motion for Default Judgment filed

by Seller related to such complaint on August 13, 2024.

On September 9, 2024, the Company and the Seller filed the Stipulation in Delaware

Chancery Court.

On August 29, 2024, the Company issued 12,393,002 Meteora Shares of

its common stock to the Forward Purchase Investors.

The Company recorded an expense within Selling,

General, and Administrative expenses on the Company’s consolidated and combined statements of operations of $ 1,026,000 based

on the stock price on the date of the amendment for the Consideration Shares of 2,850,000 Solidion common shares issued in connection

with the forbearance and FPA amendment.

Non-Redemption

December 13, 2023, NUBI entered into a non-redemption agreement (the “Non-Redemption Agreement”) with certain investors

named therein (each, a “Backstop Investor”), each acting on behalf of certain funds, investors, entities or accounts that

are managed, sponsored or advised by each such Backstop Investor or its affiliates.

Pursuant to each Non-Redemption Agreement,

each Backstop Investor agreed that, on or prior to Closing, it will beneficially own not greater than the lesser of (i) that number of

Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number of NUBI Shares beneficially owned by Backstop Investor

and its affiliates and any other persons whose beneficial ownership of NUBI Shares would be aggregated with those of Backstop Investor

for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding 9.99 % of the total number of issued and outstanding

NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Shares in connection with

the second special meeting of NUBI stockholders to be held for the purpose of approving the Merger (the “Second Special Meeting”);

provided, however, that in the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Shares for redemption,

Backstop Investor shall rescind or reverse such redemption request prior to Closing and NUBI shall accept such request(s) promptly once

submitted by Backstop Investor.

On February 2, 2024,

upon the consummation of the Merger, NUBI paid each Backstop Investor a cash discount payment from the proceeds remaining in trust account

for their respective Backstop Shares as part of the Non-Redemption Agreement.

The discount payment amount was calculated as the product

of (x) the number of Backstop Shares and (y) the Redemption Price, less $ 4.00 .

The total number of Backstop Shares was 2,000,000 , and

the adjusted Redemption Price was $ 10.97 per share.

In total, $ 13,937,998 was released from the trust account and paid to the Backstop

At various dates during the first quarter of 2024,

the Company issued convertible notes of $ 527,500 to meet our working capital requirements.

At various dates during September and October

2024, the Company and three separate investors amended their respective convertible notes, resulting in a total of approximately an additional

135,333 common shares due upon conversion.

As of December 31, 2024, there were five separate outstanding convertible notes, which are

convertible into an aggregate of approximately 3,500,000 common shares.

The outstanding balance on convertible notes was $ 527,500 as of

December 31, 2024.

Subsequent to the issuance of the interim financial

information as of and for the period ended September 30, 2024, the Company identified an error related to the accounting for issuance

costs associated with convertible notes.

Specifically, approximately $ 2.8 million of non-cash, non-operating stock-based expense related

to bonus shares was inadvertently omitted from the financial statements for the first quarter of 2024.

As discussed in Note 2 –

Restatement of Previously Issued Interim Financial Information, the Company has revised its previously issued financial statements for

the first, second, and third quarters of 2024, resulting in the recognition of the issuance cost within Issuance of Common Stock and

Warrants under non-operating losses in the statements of operations.

After year-end, in March and April 2025, holders

converted an aggregate of $ 527,500 of convertible notes into 3,404,816 common shares.

As of the date of this filing, 80,000 shares remain

subject to conversion.

Notes Payable

On February 1, 2024, the Company executed a Promissory

Note with EF Hutton, totaling $ 2,200,000 , to cover underwriters’ fees associated with the closure of the Company’s Merger

In the case of an event of default, this Note shall bear interest at a rate of 24 % per annum until such event of default is

The principal amount of this Promissory Note is payable on designated dates, with $ 183,333 scheduled on the first business day

of each month until the final payment on March 1, 2025.

As of December 31, 2024, the Company was in default of the Promissory Note due

to non-payment of scheduled installments, and the Promissory Note is accruing interest at the default rate of 24 % per annum.

is in the process of negotiating an amendment to the terms of the Promissory Note.

As of December 31, 2024, the outstanding balance of

the Promissory Note was $ 1,283,335 .

On February 1, 2024, the Company executed a Promissory Note with Loeb

and Loeb, totaling $ 540,000 for legal services provided to the Company in connection with the Company’s Merger with HBC.

The principal

and interest amount of this Promissory Note is payable in 12 equal monthly installments beginning on March 1, 2024.

The Promissory Note

bears implied interest of 23.5 % per annum, resulting in total interest payments of approximately $ 127,000 over the term of the Promissory

The monthly installments include both principal and interest payments.

As of December 31, 2024, the Promissory Note has been paid

Friedlander Coplan & Aronoff LLP

On April 29, 2024, the

Company executed a Promissory Note with Benesch Friedlander Coplan & Aronoff in the amount of $ 670,000 .

The interest rate is 7 % per

annum, to be paid as a lump sum at the maturity date of November 1, 2024 .

On November 12, 2024, the Company amended the terms of its Promissory

Note with Benesch Friedlander Coplan & Aronoff.

The amended terms include an updated principal balance of $ 694,061 , which includes

unpaid interest expense of $ 24,061 from earlier periods, an increase in the interest rate to 10 % per annum, an upfront payment of $ 40,000

made at signing, and a requirement for minimum monthly payments of $ 25,000 .

Additionally, the maturity date has been extended to May 31,

As of December 31, 2024, the outstanding balance of the Promissory Note was $ 634,627 .

The outstanding balance of Short-term Notes Payable amounted to $ 1,917,962

and $ 0 as of December 31, 2024, and 2023, respectively.

12 — INCOME TAXES

Prior to the Closing

date of the Merger, the Company operated as part of G3 and accordingly the accompanying financial statements as of and for the year ended

December 31, 2023 were prepared on a carve-out basis.

If the Battery Group filed separate tax returns from G3, it is estimated that as

of December 31, 2023, the deferred tax asset for net operating loss carryforwards would have been approximately $ 2.9 million based on

the cumulation of losses since 2021, the first year Battery Group carve-out financial statements were prepared.

Other deferred tax assets

(liabilities) as of December 31, 2023 would have included $( 188,000 ) for fixed assets and $( 38,000 ) for patents.

The net deferred tax

asset before valuation allowance would have been approximately $ 2.7 million with an equal offsetting valuation allowance recognized.

tax attributes of the net operating losses included in the December 31, 2023 balance sheet did not carryover in the Merger.

The current and deferred

elements of the 2023 tax provision were both zero.

The 2023 tax benefit at the federal statutory rate of 21 % was approximately $ 1,100,000

with the offset resulting in the zero effective tax rate primarily related to an increase in the valuation allowance.

The income tax provision consists

of the following for the year ended December 31, 2024:

State and Local

Income tax provision / (benefit)

In assessing the realization of the deferred tax assets, management

considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization

of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing

net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future

taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management

believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established

a full valuation allowance.

For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $ 221,409 and

$ 147,481 , respectively.

A reconciliation of the statutory tax rate to

the Company’s effective tax rates for the year ended December 31, 2023 and 2022:

the Company’s effective tax rate for the year ended December 31, 2024:

Statutory federal income tax rate

State taxes, net of federal tax benefit

State and local taxes, net of federal tax benefit

Warrants and issuance of common stock

Adjustment to deferred tax assets

Change in valuation allowance

Income tax provision (benefit)

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

The Company did not identify any

subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements.

On February 2, 2024 (the “Closing Date”),

the Company consummated the business combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as

amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such merger as a wholly owned subsidiary of Nubia,

which was renamed “Solidion Technology, Inc.” upon Closing.

On February 5, 2024, our Common Stock continued trading on the

Nasdaq Global Market under the symbol “STI”.

Furthermore, on the same date, the Company's Public Warrants, previously listed

under ticker “NUBIW”, were delisted from the Nasdaq.

Stockholders elected

to redeem an aggregate 1,625,876 or shares of Common Stock in connection with the Second Special Meeting held on December 14, 2023.

funds of $ 17,834,235 are due and payable to the redeeming stockholders on the earlier of the closing of the business combination or the

liquidation date.

The funds were transferred to the stockholders upon closing of the business combination on February 2, 2024.

On January 29, 2024, the Promissory Notes with

the Sponsor was amended such that the Promissory Note any or all of the unpaid principal upon consummation of the Company’s initial

business combination was convertible into common shares at a conversion price of $ 1.00 per share.

On February 1, 2024, the Company executed a promissory

note with EF Hutton, totaling $ 2,200,000 , to cover underwriters' fees associated with the closure of the business combination with Honeycomb.

The principal amount of this Note is payable on designated dates, with $ 183,333 due on April 1, 2024, and subsequent payments of the same

amount scheduled on the first business day of each following month until the final payment on March 1, 2025.

On March 13, 2024, Solidion entered into a private

placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Subscription Agreement”)

with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of approximately $ 3.85 million, before

deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement.

intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

The Private Placement

closed on March 15, 2024.

As part of the Private Placement, the Company issued an aggregate

of 5,133,332 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 0.75 per unit (less $ 0.0001 per

pre-funded unit).

Each Unit consists of (i) one share of Solidion Common Stock (or one pre-funded warrant to purchase one share of Common

Stock), (ii) two Series A warrants each to purchase one share of Common Stock, and (iii) one Series B warrant to purchase such number

of shares of Common Stock as determined on the reset date (as defined in the Subscription Agreement), and in accordance with the terms

Income tax expense

The Company’s deferred tax assets are as follows at December

Deferred tax asset:

Net operating loss carryforward

Capitalized research and development

Equity-based compensation

Accrued legal fees

Organizational and start-up costs

Accrued expenses

Accrued compensation

Intangible assets

Total deferred tax asset before valuation allowance

Valuation allowance

( 3,923,277 )

Total deferred tax asset after valuation allowance

Deferred tax liability:

Net deferred tax asset

In assessing the realization of the deferred tax

assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which

temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred

tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of

the information available, management believes that significant uncertainty exists with respect to future realization of the deferred

tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2024, $ 877,210 of the valuation

allowance increase was recorded to tax expense.

As of December 31, 2024 the Company had federal net operating loss carryforwards of $ 6,680,106

with an indefinite carryforward period, and state and local net operating loss carryforwards of $ 6,680,106 which expire in 2029.

The Company files income and franchise tax returns

with the United States, Texas, and Ohio.

Examinations by the United States and state tax authorities may include questioning the timing

and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax

As of December 31, 2024, all tax years since the 2021 inception year are subject to examination for U.S.

federal and state purposes.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next

twelve months.

The following table indicates the changes to the

Company’s uncertain tax positions for the year ended December 31, 2024:

Balance, beginning of the year

Additions based on tax positions related to prior years

Payments made on tax positions related to prior years

Additions based on tax positions related to current year

Balance, end of year

As of December 31, 2024 $ 207,022 represents the

amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.

As of December 31, 2024 the Company has not recognized

any amount of interest and penalties for uncertain tax positions in its consolidated statements of operation.

13 — STOCK-BASED COMPENSATION

Common Stock Awards

During the year ended December 31, 2024, the Company granted unrestricted

common shares to certain executives in connection with the terms of their individual employment agreements.

As these awards were fully-vested,

unrestricted shares, the Company recognized the full amount of $ 1,359,000 in the period.

This compensation cost is included within Selling,

general, and administrative expenses on the Company’s consolidated and combined statements of operations.

There were no similar

common stock grants during the period ended December 31, 2023.

The vested shares associated with the awards were no t issued during the

period ended December 31, 2024.

Restricted Stock Units and Stock Options

There were no restricted stock units or stock

options granted during the years ended December 31, 2024 and 2023, respectively.

Additionally, there were no restricted stock units or

stock options outstanding at either the beginning or the end of the periods ended December 31, 2024 and 2023, respectively.

with Market-Based Conditions

In connection with the aforementioned executive

employment agreements, certain executives are eligible to receive unrestricted shares of common stock if certain stock price targets

are met during the term of the respective employment agreements.

A stock price target will be satisfied if the 120-day trailing average

closing price (based on trading days) of a share of the Company’s common stock equals or exceeds the applicable stock price target,

which range from $ 30 to $ 300 per share.

The executives could be granted up to 6,000,000 shares based on attainment of all applicable

stock price targets over the term of six years and an estimated fair value of approximately $ 4,800,000 .

The Company recorded $ 1,008,015

of expense related to these awards for the year ended December 31, 2024.

This compensation cost is included within Selling, general,

and administrative expenses on the Company’s consolidated and combined statements of operations.

The following table summarizes our awards with

market-based conditions:

Beginning of period

End of period

with Performance Conditions

In connection with the aforementioned executive employment agreements,

certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain capital raise targets.

In addition, these executives can also receive a cash bonus equal to 2.5 % of the equity value of the Company (up to $ 10 million for each

executive, totaling $ 20 million) in an applicable sale of the Company as defined by the terms of the employment agreements.

Through December

31, 2024, it was not considered probable that either performance condition would be achieved, and therefore no expense was recorded related

to these awards.

14 — FAIR VALUE MEASUREMENTS

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

1 — quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a

market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on

an ongoing basis.

2 —observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar

assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

3 —unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset

or liability.

The following table presents information about the Company’s

liabilities that are measured at fair value as of December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the

Company utilized to determine such fair value.

The Company did not have derivative liabilities as of December 31, 2023.

Derivative Liabilities:

Forward purchase agreement

Warrants – Series A

Warrants – Series C and D

purchase agreement

Company used a Monte Carlo analysis to determine the fair value of the FPA, assuming 9,550,354 FPA Shares.

The fair value measurement of the FPA at February

2, 2024 and December 31, 2024, was calculated using the following range of weighted average assumptions:

Risk-free interest rate

Expected life

Expected volatility of underlying stock

The model measured the total present value of the Company’s proceeds

at approximately $ 259,254 and the total present value of the Company’s liability at approximately $ 6,663,316 , resulting in a net

liability of approximately $ 6,404,100 as of December 31, 2024.

This resulted in a non-cash gain from the change in fair value of

derivatives of $ 14,485,850 for the year ended December 31, 2024.

– Series A and B

Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series A Warrants and Series B Warrants at the

date of issuance on March 15, 2024, which included the following assumptions:

Expected term (in years)

Risk free rate

Expected volatility

Expected dividend rate

Exercise Price

The total fair value of the Series A Warrants

and Series B Warrants measured at issuance was $ 12,656,550 and $ 82,450 , respectively.

The Company utilized

a Monte Carlo simulation analysis to determine the fair value of the Series A Warrants at December 31, 2024, which included the

following assumptions:

Series A Warrants

Expected term

Risk free rate

Expected volatility

Expected dividend rate

Exercise Price

The fair value of the

Series A and Series B Warrants as of December 31, 2024, was $ 4,955,300 and $ 0 , respectively.

The $ 0 fair value for the Series B Warrants

reflects that all Series B Warrants had been exercised by this date.

This resulted in a non-cash gain from the change in fair value of

derivatives of $ 7,783,700 and a loss from the issuance of warrants of $ 17,820,998 for the year ended December 31, 2024, respectively.

As of December 31, 2024, investors received 13,742,879 and 5,749,598 common shares from exercise of Series A and Series B warrants,

respectively.

As of December 31, 2024, 8,398,822 Series A Warrants and no Series B Warrants remained outstanding.

– Series C and D

The Company utilized

a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at the date of issuance

on August 30, 2024, which included the following assumptions:

Expected term

Risk free rate

Expected volatility

Expected dividend rate

Exercise Price

The total fair value of the Series C Warrants

and Series D Warrants measured at issuance was $ 8,114,650 and $ 1,540,150 , respectively.

The Company utilized

a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at December 31, 2024,

which included the following assumptions:

Expected term (in years)

Risk free rate

Expected volatility

Expected dividend rate

Exercise Price

fair value of the Series C Warrants and Series D Warrants as of December 31, 2024, was $ 13,703,250 and $ 210,000 , respectively.

This resulted

in a non-cash loss from the change in fair value of derivatives and issuance of warrants of $ 4,258,450 and $ 9,654,799 for the year ended

December 31, 2024, respectively.

As of December 31, 2024, investors have not exercised any Series C and Series D warrants.

The table below provides

a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair

value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2024.

Using Level 3

Forward Purchase Agreement

Balance, December 31, 2023

Initial measurement, February 2, 2024

Change in fair value

( 14,485,850 )

Balance, December 31, 2024

Using Level 3

Warrants – Series A and B

Balance, December 31, 2023

Initial measurement, March 15, 2024

Change in fair value

( 7,783,700 )

Balance, December 31, 2024

Using Level 3

Warrants – Series C and D

Balance, December 31, 2023

Initial measurement, August 30, 2024

Change in fair value

Balance, December 31, 2024

earnout shares

Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Shares at the date of the Merger, which

included the following assumptions:

stock price of $ 4.53 , risk free rate of 3.98 %, volatility of 85 %, dividends yield of 0 % and duration

Stock-based compensation – Awards

with Market-Based Conditions

Company utilized a Monte Carlo simulation analysis to determine the fair value of the awards with market-based conditions at the date

of the Merger, which included the following assumptions:

stock price of $ 4.53 , risk free rate of 3.9 %, volatility of 72.5 %, dividends

yield of 0 % and duration of 6 years.

15 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

The Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure

in the financial statements.

Convertible notes

After year-end, in March and April 2025, holders

converted an aggregate of $ 527,500 of convertible notes into 3,404,816 common shares.

As of the date of this filing, 80,000 shares remain

subject to conversion.

Agreement, dated February 16, 2023, by and among Nubia Brand International Corp., Honeycomb Battery Company, and Nubia Merger Sub,

12 unchanged sentences

to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2022)

Description of Securities

of Securities (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed with the Securities & Exchange

Commission on April 12, 2024).

Agreement, dated March 10, 2022, by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference

25 unchanged sentences

and Exchange Commission on February 8, 2024)

Code of Ethics

Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solidion Technology Inc.

Clawback Policy

Form of Audit Committee Charter

Form of Compensation Committee Charter

of Ethics (incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission

on April 12, 2024).

Letter from Marcum LLP regarding the change in Solidion Technology, Inc.’s certifying accountant, dated April 19, 2024 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).

Insider Trading Policy.

Certification

of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended.,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications

of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certifications

of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

Technology Inc.

Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities

& Exchange Commission on April 12, 2024).

of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed with the Securities

& Exchange Commission on April 12, 2024).

of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Annual Report on Form 10-K filed with the Securities

& Exchange Commission on April 12, 2024).

Stock Incentive Plan for Solidion Technology, Inc.

1 unchanged sentence

with the Securities and Exchange Commission on February 8, 2024)

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in

Exhibit 101).

* Filed herewith

Pursuant to the requirements of Section 13

or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Solidion Technology, Inc.

9 unchanged sentences

(Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Chief Executive Officer (Principal executive

officer) and Director

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

/s/ Jaymes Winters

Chief Executive Officer (Principal executive officer) and Director

April 15, 2025

7 unchanged sentences

April 15, 2025

/s/ Karin-Joyce

/s/ Karin-Joyce (KJ) Tjon

April 15, 2025

Karin-Joyce (KJ) Tjon

/s/ Cynthia Ekberg Tsai

April 15, 2025

Cynthia Ekberg Tsai

April 11, 2024

Yang Shao-Horn

April 11, 2024

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 9A. Controls and Procedures