Solidion Technology Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Based on an evaluation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2024, because of certain material weaknesses in our internal control over financial reporting, as further described below. Notwithstanding these material weaknesses, our management concluded that our consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). 38 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. In 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 our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified deficiencies in the principles associated with the control environment, risk assessment, control activities, information & communication, and monitoring components of internal control, based on the criteria established by the COSO framework, that constitute material weaknesses, either individually or in the aggregate as described below. Control Environment : Solidion does not maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including those related to complex and/or non-routine transactions. Additionally, Solidion did not implement sufficient segregation of duties within its financial reporting function in order to demonstrate independence and proper oversight. This material weakness contributed to the additional material weaknesses further described below. Risk Assessment : Solidion did not design and implement an effective risk assessment based on the criteria established in the COSO framework. A material weakness, either individually or in the aggregate, was identified pertaining to (i) identifying, assessing, and communicating appropriate objectives; (ii) identifying and analyzing risks to achieve these objectives; and (iii) implementing an effective risk assessment to identify and assess changes in the business if such changes were to occur. Control Activities : Solidion did not effectively design and implement control activities to support the operating effectiveness of controls to prevent and detect potential material errors based on the criteria established in the COSO framework. As a result, the following control deficiencies constitute material weaknesses, individually or in the aggregate: (i) ineffective controls related to the review and approval of journal entries and reconciliations, and (ii) a lack of appropriate accounting policies and procedures. Information and Communication: We identified control deficiencies that constitute material weaknesses, either individually or in the aggregate, related to (i) internal communication of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control; and (ii) communicating relevant information to external parties timely. Monitoring: Solidion did not maintain effective monitoring activities to determine whether the components of internal control over financial reporting were present and functioning based on the criteria established in the COSO framework. Remediation Plans and Status We are committed to maintaining a strong internal control environment and implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated as soon as practicable. We plan to engage a third party to assist in our remediation efforts. We will design and implement a risk assessment process and establish processes and controls to support an effective control environment. These actions are intended to enable Solidion to enhance our monitoring of our internal controls over financial reporting as well as enhance required communication. In addition, we will design and implement controls to address material weaknesses in control activities including the proper review and approval of journal entries and reconciliations. As Solidion continues to evaluate its internal controls, it may take additional remediation actions. The material weaknesses will be considered remediated when 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 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. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 39 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Information about our executive officers is contained in the section titled “Executive Officers” in Part I of this Annual Report. The other information required by this Item will be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions “Director Nominees,” “Continuing Members of the Board of Directors,” “Additional Information Concerning the Board of Directors of the Company,” Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item will be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions “Executive Compensation” and “Director Remuneration,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item will be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item will be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions “Certain Relationships and Related Party Transactions” and “Director Independence,” which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Public Accounting Fees The firms of Deloitte & Touche LLP (“Deloitte”) and GBQ Partners (“GBQ”) act as our independent registered public accounting firms. The following is a summary of fees billed by Deloitte and GBQ for services rendered. Audit Fees. For the years ended December 31, 2024, and 2023, fees for our independent registered public accounting firms were approximately $775,985 and $98,500, respectively, for audit services performed by Deloitte and GBQ in connection with the audit of our financial statements included in this Annual Report on Form 10-K. Audit-Related Fees. For the years ended December 31, 2024 and 2023, Deloitte and GBQ did not render audit-related services. Tax Fees. For the years ended December 31, 2024 and 2023, Deloitte and GBQ did not render tax compliance, tax advice and tax planning services. All Other Fees. For the year ended December 31, 2024 and 2023, there were no fees billed for products and services provided by Deloitte and GBQ other than those set forth above. 40 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements: (1) The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein. (2) All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable. (3) See attached Exhibit Index of this Annual Report on Form 10-K 41 SOLIDION TECHNOLOGY, INC. TABLE OF CONTENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB Firm # 34 ) F-2 Reports of Independent Registered Public Accounting Firm (PCAOB Firm #1808) F-3 Consolidated and Combined Financial Statements: Balance Sheets F-4 Statements of Operations F-5 Statements of Changes in Stockholders’ Equity (Deficit) F-6 Statements of Cash Flows F-7 Notes to Consolidated and Combined Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Solidion Technology, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated and combined balance sheet of Solidion Technology, Inc. and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated and combined statements of operations, changes in stockholders’ (deficit) equity, and cash flows, for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Substantial Doubt About the 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. Management’s 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. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the 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 Dayton, Ohio April 15, 2025 We have served as the Company’s auditor since 2024. F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Solidion Technology, Inc. Opinion on the Financial Statements We have audited the accompanying combined carved-out balance sheet of the Battery Group of Global Graphene Group, Inc. (the “Company”) as of December 31, 2023 and the related combined carved-out statements of operations, parent’s net equity and cash flows for the year then ended (collectively referred to as the “financial statements”). In our opinion, the carved-out financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Continuation as a Going Concern The accompanying combined carved-out financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Summary of Significant Accounting Policies note to the financial statements, the Company has experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in the notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the 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/ GBQ Partners LLC We served as the Company’s auditor from 2022 to 2024 Columbus, Ohio April 15, 2024 F- 3 SOLIDION TECHNOLOGY, INC. CONSOLIDATED AND COMBINED BALANCE SHEETS December 31, 2024 December 31, 2023 ASSETS Current Assets: Cash $ 3,353,732 $ 780 Accounts receivable 999 2,164 Other receivable 302,500 187,500 Inventory 24,430 22,730 Prepaid expenses 206,784 44,892 Total Current Assets 3,888,445 258,066 Property and Equipment, net of depreciation 2,094,536 2,319,152 Patents, net of amortization 1,972,830 1,852,649 Total Assets $ 7,955,811 $ 4,429,867 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable and accrued expenses $ 2,135,586 $ 144,923 Income taxes payable 6,369 - Excise tax payable 909,871 - Derivative liabilities 25,272,650 - Due to related party 87,873 872,485 Convertible notes 527,500 - Short-term notes payable 1,917,962 - Total Liabilities 30,857,811 1,017,408 Commitments and contingencies (Note 7) Stockholders’ Equity (Deficit): Preferred stock, $ 0.0001 par value; 2,000,000 shares authorized; none issued and outstanding - - Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 131,697,982 and 69,800,000 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 13,169 6,980 Additional paid-in capital 93,045,581 28,850,985 Stock subscription receivable ( 80,241 ) - Accumulated deficit ( 115,880,509 ) ( 25,445,506 ) Total Stockholders’ Equity (Deficit) ( 22,902,000 ) 3,412,459 Total Liabilities and Stockholders’ Equity (Deficit) $ 7,955,811 $ 4,429,867 The accompanying notes are an integral part of these consolidated financial statements. F- 4 SOLIDION TECHNOLOGY, INC. CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS Year Ended December 31, 2024 2023 Net sales $ - $ 6,944 Cost of goods sold - - Gross profit - 6,944 Operating Expenses Research and development 2,375,163 3,023,435 Selling, general and administrative 10,924,374 2,306,188 Total operating expenses 13,299,537 5,329,623 Operating loss ( 13,299,537 ) ( 5,322,679 ) Other Income (Expense) Change in fair value of derivative liabilities 18,011,100 - Loss on issuance of common stock and warrants ( 30,281,475 ) - Interest income 13,806 - Interest expense ( 366,963 ) - Other (expense) ( 5,934 ) ( 1,945 ) Total other income (expense) ( 12,629,466 ) ( 1,945 ) Net (loss) income before provision for income taxes ( 25,929,003 ) ( 5,324,624 ) Provision for income taxes - - Net Income (loss) $ ( 25,929,003 ) $ ( 5,324,624 ) Weighted average number of shares of common stock outstanding – basic and diluted 99,683,113 69,800,000 Basic and diluted net income (loss) per share of common stock $ ( 0.26 ) $ ( 0.08 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 SOLIDION TECHNOLOGY, INC. Consolidated AND COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERs’ (DEFICIT) EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023 Additional Stock Stockholders’ Common Stock Paid-in Accumulated Subscription Equity Shares Amount Capital Deficit Receivable (Deficit) Balance at December 31, 2022 — $ — $ 26,104,308 $ ( 20,120,882 ) — $ 5,983,426 Retroactive application of recapitalization to December 31, 2022 69,800,000 6,980 ( 6,980 ) — — — Adjusted beginning balance 69,800,000 6,980 26,097,328 ( 20,120,882 ) — 5,983,426 Contributions and net transfers with related parties — — 2,753,657 — — 2,753,657 Net loss — — — ( 5,324,624 ) — ( 5,324,624 ) Balance at December 31, 2023 69,800,000 $ 6,980 $ 28,850,985 $ ( 25,445,506 ) — $ 3,412,459 Capital contributions from related party — — 487,273 — — 487,273 Issuance of common stock upon consummation of the Merger 6,004,741 600 ( 27,888,519 ) — — ( 27,887,919 ) Conversion of convertible notes into common stock upon consummation of the Merger 5,962,325 596 3,174,404 — — 3,175,000 Stock subscription receivable — — — — ( 80,241 ) ( 80,241 ) Earnout Arrangement — — 63,600,000 ( 63,600,000 ) — — Contingent consideration — — 906,000 ( 906,000 ) — — Convertible note – stock issuance loss — — 2,805,678 — — 2,805,678 Private Placements 17,350,800 1,735 12,930,262 — — 12,931,997 Issuance costs in connection with the Private Placements — — ( 419,499 ) — — ( 419,499 ) Shares issued from exercise of Series A Warrants 13,742,879 1,375 4,255,907 — — 4,257,282 Shares issued from exercise of Series B Warrants 5,749,598 575 1,384 — — 1,959 Issuance of common stock for Forward Purchase Agreement 9,543,002 954 ( 954 ) — — — Issuance of common stock for Forward Purchase Agreement Compensation 2,850,000 285 1,025,715 — — 1,026,000 Stock-based compensation to consultant — — 700,000 — — 700,000 Shares issued to consultant 694,637 69 249,931 — — 250,000 Stock-based compensation — — 2,367,014 — — 2,367,014 Net Loss — — — ( 25,929,003 ) — ( 25,929,003 ) Balance at December 31, 2024 131,697,982 $ 13,169 $ 93,045,581 $ ( 115,880,509 ) $ ( 80,241 ) $ ( 22,902,000 ) The accompanying notes are an integral part of these consolidated financial statements. F- 6 SOLIDION TECHNOLOGY, INC. CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2024 2023 Cash Flows From Operating Activities: Net loss $ ( 25,929,003 ) $ ( 5,324,624 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 350,509 552,855 Stock based compensation 2,367,014 — Equity compensation expense 1,976,000 — Non-cash interest expense 303,061 — Change in fair value of derivative liabilities ( 18,011,100 ) — Loss on issuance of common stock and warrants 30,281,475 — Changes in operating assets and liabilities: Accounts receivable 1,165 ( 1,127 ) Other receivable — ( 187,500 ) Inventory ( 1,700 ) — Prepaid expenses 3,515 ( 12,168 ) Accounts payable and accrued expenses 1,344,669 31,777 Income taxes payable ( 82,898 ) — Excise taxes 19,486 — Due to related party — 872,485 Net Cash Used In Operating Activities ( 7,377,807 ) ( 4,068,302 ) Cash Flows From Investing Activities: Capitalized patent costs ( 246,074 ) ( 376,150 ) Net Cash Used In Investing Activities ( 246,074 ) ( 376,150 ) Cash Flows From Financing Activities: Capital contributions from Global Graphene Group 487,273 3,823,657 Cash received from NUBI Trust 25,160,047 — Discount payment related to Non Redemption Agreement ( 13,937,997 ) — Payment for reimbursement of consideration shares related to the Forward Purchase Agreement payment ( 2,193,800 ) — Reimbursement for Recycled Shares related to Forward Purchase Agreement ( 80,241 ) — Transaction expenses in connection with the Merger ( 8,948,009 ) — Inflow from Merger 17,555 — Proceeds from convertible notes 527,500 — Proceeds from short-term notes 670,000 — Repayment of short-term notes ( 1,389,146 ) — Proceeds from issuance of common stock and warrants in connection with Private Placement 7,850,000 — Proceeds from issuance of common stock from exercise of warrants 4,259,241 — Issuance costs in connection with Private Placement ( 419,499 ) — Repayment of related party payable ( 1,026,091 ) — Net Cash Provided By Financing Activities 10,976,833 3,823,657 Net change in cash 3,352,952 ( 620,795 ) Cash at beginning of period 780 621,575 Cash at end of period $ 3,353,732 $ 780 Supplemental disclosure Cash paid for interest $ 169,911 $ — Cash paid for federal income taxes $ 89,959 $ — Supplemental disclosure of non-cash financing activities: Issuance of Common Stock upon the closing of the Merger $ 4,993 $ — Capitalized interest to principal balance of short-term note payable $ 24,061 $ — The accompanying notes are an integral part of these consolidated financial statements. F- 7 SOLIDION TECHNOLOGY, INC. NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Solidion Technology, Inc (the “Company”, “Solidion” or “Solidion Technology”), formerly known as Nubia Brand International Corp. prior to February 2, 2024, was incorporated in Delaware on June 14, 2021 and is an advanced battery technology company focused on the development and commercialization of next-generation battery materials, components, and energy storage solutions. Headquartered in Dallas, Texas, with research and development (R&D) and manufacturing operations in Dayton, Ohio, Solidion. On February 2, 2024, Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, the “Company”, “Solidion” or “Solidion Technology, Inc.”), consummated the merger (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). HBC was formerly the energy solutions division of Global Graphene Group, Inc. (“G3”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing. In accordance with the Merger Agreement the Company issued to the HBC stockholders aggregate consideration of 70,000,000 shares of 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); (ii) 7,500,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the date that is forty-two (42) months following the Closing Date, the VWAP of the shares of Solidion’s Class A common stock is greater than or equal to $15.00 per share (subject to any adjustment pursuant to the Merger Agreement); and (iii) 10,000,000 Earnout Shares if over any ten (10) trading days within any thirty (30) trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the fourth anniversary of the Closing Date, the VWAP of the shares of Solidion’s Class A common stock is greater than or equal to $25.00 per share (subject to any adjustment pursuant to the Merger Agreement). If, prior to the expiration of the earn out periods set forth in (i)-(iii) above, there occurs any transaction resulting in a change in control, and the corresponding valuation of 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. F- 8 The Merger was accounted for as a common control transaction with respect to HBC which is akin to a reverse recapitalization. This conclusion was based on the fact that G3 had a controlling financial interest in HBC prior to the Merger and has a controlling financial interest in Solidion (which includes HBC as a wholly owned subsidiary). Net assets of Nubia were stated at their historical carrying amounts with no goodwill or intangible assets recognized in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Merger with respect to HBC was not treated as a change in control due primarily to G3 receiving the controlling voting stake in Solidion and 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. Going Concern 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 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 exchange. 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 quantify. These events and conditions raise substantial doubt about the Company’s ability to continue as a going concern. As 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The 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. The 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. F- 9 NOTE 2 — CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS Subsequent to the issuance of the interim financial information as of and for the period ended September 30, 2024, the Company identified an error related to the accounting for issuance costs associated with convertible notes. Specifically, approximately $ 2.8 million of non-cash, non-operating stock-based expense related to bonus shares was inadvertently omitted and not reflected in the financial statements for the first quarter of 2024. See Note 11 Convertible Notes for more details. As a result, the Company has revised its previously issued financial statements for the first, second, and third quarters of 2024 to reflect the correction of this material error, recording the issuance cost in issuance of Common stock and warrants within non-operating losses. The revision had no impact on total shareholders’ equity or cash flows, but it did increase net loss and increase additional paid-in capital in the affected periods. The revised quarterly financial information is included in this Annual Report on Form 10-K in the tables that follow. The audited annual financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. The restatements will be reflected in the comparative financial statements included in future filings of our 2024 unaudited condensed consolidated and combined financial statements within our Quarterly Reports on Form 10-Q. The impact of the restatement on the condensed consolidated and combined balance sheet as of March 31, 2024 is as follows: March 31, 2024 (Unaudited) As Reported Adjustments As Restated 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 8,689 - 8,689 Additional paid-in capital 79,158,563 2,769,719 81,928,282 Stock subscription receivable ( 80,241 ) - ( 80,241 ) Accumulated deficit ( 119,717,769 ) ( 2,769,719 ) ( 122,487,488 ) Total Stockholder’s Equity ( 40,630,758 ) - ( 40,630,758 ) The impact of the restatement on the condensed consolidated and combined balance sheet as of June 30, 2024 is as follows: June 30, 2024 (Unaudited) As Reported Adjustments As Restated 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 8,709 - 8,709 Additional paid-in capital 79,610,239 2,769,719 82,379,958 Stock subscription receivable ( 80,241 ) - ( 80,241 ) Accumulated deficit ( 97,699,353 ) ( 2,769,719 ) ( 100,469,072 ) Total Stockholder’s Equity ( 18,160,646 ) - ( 18,160,646 ) The impact of the restatement on the condensed consolidated and combined balance sheet as of September 30, 2024 is as follows: September 30, 2024 (Unaudited) As Reported Adjustments As Restated 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 11,733 - 11,733 Additional paid-in capital 85,617,896 2,769,719 88,387,615 Stock subscription receivable ( 80,241 ) - ( 80,241 ) Accumulated deficit ( 104,336,032 ) ( 2,769,719 ) ( 107,105,751 ) Total Stockholder’s Equity ( 18,786,644 ) - ( 18,786,644 ) F- 10 The impact of the restatement on the condensed consolidated and combined statements of operations for the three months ended March 31, 2024, six months ended June 30, 2024 and nine months ended September 30, 2024 is as follows: March 31, 2024 (Unaudited) As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities ( 8,182,500 ) - ( 8,182,500 ) Issuance of Common Stock and Warrants ( 17,820,998 ) ( 2,769,719 ) ( 20,590,717 ) Interest income 311 - 311 Interest expense ( 3,739 ) - ( 3,739 ) Other income (expense) ( 1 ) - ( 1 ) Total other expense ( 26,006,927 ) ( 2,769,719 ) ( 28,776,646 ) Net loss before income tax provision ( 29,766,263 ) ( 2,769,719 ) ( 32,535,982 ) Income tax provision - - - Net loss ( 29,766,263 ) ( 2,769,719 ) ( 32,535,982 ) Weighted average shares outstanding, basic and diluted 78,198,418 1,054,018 79,252,436 Basic and diluted net loss per share and diluted ( 0.38 ) ( 0.03 ) ( 0.41 ) June 30, 2024 (Unaudited) As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities 16,784,200 - 16,784,200 Issuance of Common Stock and Warrants ( 17,820,998 ) ( 2,769,719 ) ( 20,590,717 ) Interest income 482 - 482 Interest expense ( 22,923 ) - ( 22,923 ) Other income (expense) 4,037 - 4,037 Total other expense ( 1,055,202 ) ( 2,769,719 ) ( 3,824,921 ) Net loss before income tax provision ( 7,747,847 ) ( 2,769,719 ) ( 10,517,566 ) Income tax provision - - - Net loss ( 7,747,847 ) ( 2,769,719 ) ( 10,517,566 ) Weighted average shares outstanding, basic and diluted 82,556,000 2,201,750 84,757,750 Basic and diluted net loss per share ( 0.09 ) ( 0.03 ) ( 0.12 ) September 30, 2024 (Unaudited) As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities 24,017,035 - 24,017,035 Issuance of Common Stock and Warrants ( 27,475,797 ) ( 2,769,719 ) ( 30,245,516 ) Interest income 2,055 - 2,055 Interest expense ( 45,833 ) - ( 45,833 ) Other income (expense) 3,665 - 3,665 Total other expense ( 3,498,875 ) ( 2,769,719 ) ( 6,268,594 ) Net loss before income tax provision ( 14,384,526 ) ( 2,769,719 ) ( 17,154,245 ) Income tax provision - - - Net loss ( 14,384,526 ) ( 2,769,719 ) ( 17,154,245 ) Weighted average shares outstanding, basic and diluted 88,231,503 2,587,120 90,818,623 Basic and diluted net loss per share ( 0.16 ) ( 0.03 ) ( 0.19 ) F- 11 The impact of the restatement on the condensed consolidated and combined changes in 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 Additional Total Stockholders’ Paid-in Accumulated Equity Capital Deficit (Deficit) As Reported Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss — — — Net loss — ( 29,766,263 ) ( 29,766,263 ) Balance at March 31, 2024 $ 79,158,563 $ ( 119,717,769 ) $ ( 40,630,758 ) Adjustments Balance at January 1, 2024, after retroactive application of recapitalization — — — Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net loss — ( 2,769,719 ) ( 2,769,719 ) Balance at March 31, 2024 $ 2,769,719 $ ( 2,769,719 ) $ — As Restated Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net loss — ( 32,535,982 ) ( 32,535,982 ) Balance at March 31, 2024 $ 81,928,282 $ ( 122,487,488 ) $ ( 40,630,758 ) Six Months Ended June 30, 2024 Additional Stockholders’ Paid-in Accumulated Equity Capital Deficit (Deficit) As Reported Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss — — — Net Loss — ( 7,747,847 ) ( 7,747,847 ) Balance at June 30, 2024 79,610,239 ( 97,699,353 ) ( 18,160,646 ) Adjustments Balance at January 1, 2024, after retroactive application of recapitalization — — — Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net Loss — ( 2,769,719 ) ( 2,769,719 ) Balance at June 30, 2024 2,769,719 ( 2,769,719 ) — As Restated Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net Loss — ( 10,517,566 ) ( 10,517,566 ) Balance at June 30, 2024 82,379,958 ( 100,469,072 ) ( 18,160,646 ) F- 12 Nine Months Ended September 30, 2024 Additional Stockholders’ Paid-in Accumulated Equity Capital Deficit (Deficit) As Reported Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss — — — Net Loss — ( 14,384,526 ) ( 14,384,526 ) Balance at September 30, 2024 85,617,896 ( 104,336,032 ) ( 18,786,644 ) Adjustments Balance at January 1, 2024, after retroactive application of recapitalization — — — Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net Loss — ( 2,769,719 ) ( 2,769,719 ) Balance at September 30, 2024 2,769,719 ( 2,769,719 ) — As Restated Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net Loss — ( 17,154,245 ) ( 17,154,245 ) Balance at September 30, 2024 88,387,615 ( 107,105,751 ) ( 18,786,644 ) The impact of the restatement on the condensed consolidated and combined statement of cash flows for the three months ended March 31, 2024, six months ended June 30, 2024 and nine months ended September 30, 2024 is as follows: March 31, 2024 (Unaudited) As Reported Adjustments As Restated Cash Flows From Operating Activities: Net income (loss) ( 29,766,263 ) ( 2,769,719 ) ( 32,535,982 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and Amortization expense 94,392 - 94,392 Stock-based compensation 1,359,000 - 1,359,000 Change in fair value of derivative liabilities 8,182,500 - 8,182,500 Loss on issuance of common stock and warrants 17,820,998 2,769,719 20,590,717 There was no impact on net cash used in operating activities or within any line items within investing and financing activities. June 30, 2024 (Unaudited) As Reported Adjustments As Restated Cash Flows From Operating Activities: Net income (loss) ( 7,747,847 ) ( 2,769,719 ) ( 10,517,566 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and Amortization expense 197,303 - 197,303 Stock-based compensation 1,810,662 - 1,810,662 Change in fair value of derivative liabilities ( 16,784,200 ) - ( 16,784,200 ) Loss on issuance of common stock and warrants 17,820,998 2,769,719 20,590,717 There was no impact on net cash used in operating activities or within any line items within investing and financing activities. F- 13 September 30, 2024 (Unaudited) As Reported Adjustments As Restated Cash Flows From Operating Activities: Net income (loss) ( 14,384,526 ) ( 2,769,719 ) ( 17,154,245 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and Amortization expense 298,805 - 298,805 Stock-based compensation 2,088,838 - 2,088,838 Equity compensation expense 1,726,000 - 1,726,000 Change in fair value of derivative liabilities ( 24,017,035 ) - ( 24,017,035 ) Loss on issuance of common stock and warrants 27,475,797 2,769,719 30,245,516 There was no impact on net cash used in operating activities or within any line items within investing and financing activities. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying audited consolidated and combined financial statements (the “financial statements”) are presented in conformity with US GAAP and pursuant to the rules and regulations of the SEC. During the periods prior to the Closing date of the Merger, the Company operated as part of G3. Consequently, stand-alone financial statements have not historically been prepared for the Company. The accompanying financial statements have been prepared from 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. The financial statements include the Company entities. All intercompany transactions have been eliminated for consolidation purposes. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the 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. F- 14 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Segment Reporting The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker (the “CODM”). Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses consolidated net income (loss) as the measure of segment profit or loss. Expense information is also reviewed only at the consolidated level, as presented in the 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 basis. As such, the Company reports segment profit or loss, segment expenses, and segment assets on a consolidated and combined basis. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2024 and 2023. Accounts Receivable, net of Allowance for Credit Losses Accounts receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for credit losses to ensure accounts receivables are not overstated due to un-collectability. Bad debt reserves are maintained as warranted for various customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a 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 adjusted. As of December 31, 2024 and 2023, the Company determined that no allowance was required. Other Receivable As of December 31, 2023, the Company held an other receivable balance of $ 187,500 from Nubia. This balance originated from cash advances made by G3 on behalf of The Battery Group of G3, in connection with 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 requirement. During the first quarter, the Company advanced $ 302,500 to G3 for transaction costs incurred during the Merger. The outstanding balance of other receivables amounted to $ 302,500 as of December 31, 2024. Inventory Inventories are stated at the lower of first-in, first-out cost or net realizable value. The Company writes-down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The Company writes off obsolete inventories when the Company deems the value to be impaired. As of December 31, 2024 and December 31, 2023, the Company determined that no write off was required. Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. The Company assesses the carrying value of its property and equipment for impairment 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. F- 15 The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Building 40 years Building improvements 15 years Machinery & equipment 5 years Depreciation expense of property and equipment was $ 224,616 and $ 311,308 for the year ended December 31, 2024 and 2023, respectively. Patents The Company capitalizes external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents. The 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. The issued patents are being amortized over a useful life of 20 years. Amortization of the patent costs commences upon patent issuance. Net unissued and issued patents were $ 1,110,815 and $ 862,014 as of December 31, 2024, respectively; and $ 1,103,792 and $ 748,857 as of December 31, 2023, respectively. The Company assesses the carrying value of its intangible assets for impairment 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. Amortization expense for the patents included in the consolidated and combined statements of operations was $ 125,893 and $ 240,066 for the years ended December 31, 2024 and 2023. Future amortization expense for the patents over the next five years is anticipated to be approximately $ 83,528 per year. Leases The Company determines whether an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use assets are recognized as the lease liability, adjusted for lease incentives received and prepayments made. Lease liabilities are recognized based on the present value of remaining 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 sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. The Company had no right-of-use assets or lease liabilities recorded on its consolidated and combined balance sheet as of December 31, 2024, and 2023. Translation of Foreign Currencies The functional currency of 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 or losses. Foreign currency translation adjustments are accumulated in a separate component of stockholders’ deficit until the foreign business is sold or substantially liquidated. Foreign currency translation adjustments for the periods presented in these financial statements were not material. Revenue Recognition Revenue is recognized when a performance obligation has been satisfied by transferring control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products. Revenues are recognized at a point in time when control transfers to customers, which is generally determined when title, ownership and risk of loss pass to the customer. Research and Development All research and development costs are expensed as incurred. Selling, General and Administrative Expenses Selling, general and administrative expenses represent costs incurred by the Company in managing the business, including salary, benefits, stock-based compensation, sales, insurance, professional fees and other operating costs associated with the Company’s non-research and development activities. F- 16 Stock-Based Compensation The Company has an incentive equity plan, (“2023 Equity Incentive Plan”). Under the terms of the plan, 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. The number of shares of common stock initially reserved for issuance under the incentive plan will be 9,500,000 . Shares subject to stock awards granted under the incentive plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the incentive plan. The incentive plan also includes an evergreen provision that provides for an automatic annual increase to the number of shares of common stock available for issuance under the incentive plan on the 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. The Company measures stock options and restricted stock unit awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Options granted under the 2023 Equity Incentive Plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator determines the term of stock options granted under the incentive plan, up to a maximum of ten years. Forfeitures are accounted for as they occur. Generally, the Company issues stock options and restricted stock units with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company also issues restricted stock awards with market-based vesting conditions, the effects of which are included in the grant date fair value of the awards. Compensation expense related to awards with market-based vesting conditions is recognized irrespective of whether the condition is satisfied, so long as the requisite service period is fulfilled. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company lacks a sufficient history of company-specific historical and implied volatility information for its common stock. The Company therefore estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of all of the 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. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company recognized an uncertain tax position of approximately $ 0.2 million, recognized as a reduction of its gross deferred tax asset as of December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company files income and franchise tax returns with the United States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of December 31, 2024, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. F- 17 Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share. ” Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The calculation of diluted income (loss) per share of common stock does not include potentially dilutive common stock equivalents if their include would be anti-dilutive as of December 31, 2024 and 2023. As such, net loss per common stock is the same for basic and diluted loss per share for the year ended December 31, 2024 and 2023. The following table presents potentially dilutive common stock equivalents that have been excluded from the calculation of dilutive loss per share as their inclusion would be anti-dilutive at December 31, 2024. HBC Holdback Shares 200,000 Warrants – Public 6,175,000 Warrants – Private 5,405,000 Warrants - Series A 8,398,822 Warrants - Series C 24,434,936 Warrants - Series D 12,217,468 Stock-based compensation - equity awards 300,000 Arbor Lake Strategic Cooperation Consulting Agreement 2,000,000 HBC Earnout Shares 22,500,000 Total common stock equivalents excluded from dilutive loss per share 81,631,226 No common stock equivalents have been excluded from the calculation of dilutive loss per share at year ended December 31, 2023. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on these accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). See Note 14. Equity-Linked Instruments The Company evaluates all equity-linked contracts, including warrants and the Forward Purchase Agreement (“FPA”), to determine classification as either equity or liability in accordance with FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and FASB ASC 815, Derivatives and Hedging (“ASC 815”). This assessment considers whether the instruments meet the fixed-for-fixed equity classification criteria and whether any provisions require liability treatment, including potential “net cash settlement” outside of the 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 FPA and warrants are outstanding. F- 18 Warrants For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the outstanding public warrants and private placement warrants (“Private Warrants”) issued in connection with 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. F- 19 Recently Adopted Accounting Standards In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. The standard did not change the definition of a segment, the method for determining segments or the criteria for aggregating operating segments into reportable segments. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption is required for all prior periods presented in the financial statements. The Company adopted the amendment effective January 1, 2024 for annual reporting purposes. The adoption did not have a material impact to the 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. 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. In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures. NOTE 4 — RECAPITALIZATION As discussed in Note 1, the Merger was accounted for as a common control transaction with respect to HBC which is akin to a reverse recapitalization. Transaction Proceeds Upon the Closing, the Company received net proceeds of $ 17,555 after deducting transaction costs. The following table reconciles the elements of the Merger to the consolidated and combined statements of cash flows and the consolidated and combined statements of changes in stockholders’ equity (deficit) for the period ended December 31, 2024: Cash received from NUBI Trust 25,160,047 Less: discount payment related to Non Redemption Agreement ( 13,937,997 ) Less: reimbursement for consideration shares related to the FPA ( 2,193,800 ) Less: reimbursement for Recycled Shares related to the FPA ( 80,241 ) Less: transaction expenses paid in connection with the Merger ( 8,948,009 ) Net cash received from NUBI Trust - Add: cash from NUBI operating account 17,555 Add: prepaid expenses 165,407 Less: derivative liabilities ( 20,889,950 ) Less: other liabilities ( 4,086,172 ) Reverse recapitalization, net ( 24,793,160 ) F- 20 The number of shares of common stock issued immediately following the consummation of the Merger were: Nubia common stock, outstanding prior to the closing of the Merger 6,004,741 Shares issued to Nubia convertible noteholders 5,962,325 Predecessor HBC Shares 69,800,000 Common stock immediately after the closing of the Merger 81,767,066 The number of Predecessor HBC shares as follows: Predecessor HBC Shares Shares issued to shareholders of Predecessor HBC Common stock 1,000 69,800,000 IPO warrants 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. HBC Holdback Shares The Company and G3 included a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax Lien is not released prior to closing. Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing. See Note 6 for further discussion regarding Holdback Shares related to the G3 Tax Lien. As of the Merger closing and year-end, the G3 Tax Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares have not been issued. HBC Earnout Arrangement As noted in Note 1, in connection with the Merger, HBC shareholders are entitled to up to 22,500,000 shares if certain post merger per share market prices are achieved. The Company evaluated the Earnout Arrangement and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the Earnout Arrangement qualifies for equity classification. As the merger has been accounted for as a reverse recapitalization, the fair value of the Earnout Arrangement has been accounted for as an equity transaction as of the Closing Date of the Merger. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Arrangement at the date of the merger, which included the following assumptions: stock price of $ 4.53 , risk free rate of 3.98 %, volatility of 85 %, dividends yield of 0 % and duration of 4 years. As of December 31, 2024, none of the Earnout Shares had been earned by G3. NOTE 5 — FOREIGN OPERATIONS The foreign subsidiary of the Company, a research and development facility based in Taiwan, operating as an extension of the Dayton, OH R&D team working on silicon anode technology advancement, represented $ 18,290 and $ 24,132 of total assets, and $ 22,053 and $ 62,753 of total liabilities as of December 31, 2024 and December 31, 2023, respectively. Of the total assets, property and equipment totaled $ 5,454 and $ 14,500 as of December 31, 2024 and December 31, 2023, respectively. There were no revenues recognized by the foreign subsidiary for the year ended December 31, 2024 and 2023. Total expenses incurred by the foreign subsidiary were $ 312,804 , and $ 282,661 for the years ended December 31, 2024 and 2023, respectively. NOTE 6 — RELATED PARTIES Capital Contributions from Global Graphene Group (“G3”) G3, a significant shareholder of the Company, infused capital resources into the business to cover operating expenses incurred prior to the close of the merger. The capital contributions from G3 included allocations for payroll, rent and facility costs, and professional services. The total capital contributions from G3 amounted $ 487,273 and $ 3,823,657 for the year ended December 31, 2024 and 2023, respectively. F- 21 Other Receivable As of December 31, 2023, the Company held an other receivable balance of $ 187,500 from Nubia. This balance originated from cash advances made by Global Graphene Group (“G3”) on behalf of the Battery Group, in connection with 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 requirement. During the first quarter, the Company advanced $ 302,500 to G3 for transaction costs incurred during the Merger. The outstanding balance of other receivables amounted to $ 302,500 as of December 31, 2024. Shared Services Agreement Effective February 2, 2024, the Company entered into a shared services agreement (the “SSA”) with G3, under which G3 agreed to provide certain services, including employees, office space and use of equipment, and the Company agreed to pay for such services on a monthly basis. The SSA is subject to typical conditions and may be terminated by either party upon written notice. The management and board continues to monitor the SSA and all other related party transactions to uphold transparency and protect shareholder interests. Expenses incurred related to the SSA services and employees were $ 170,105 and $ 576,309 , respectively for the year ended December 31, 2024. There were $ 10,000 in amounts outstanding as of December 31, 2024. Due to Related Party During the merger closing process, G3 incurred certain transaction expenses that were due to be reimbursed by the Company after the Closing Date, as per the Business Combination Agreement. These expenses included legal, advisory and audit fees directly associated with facilitating the merger. The total amount due to G3 was $ 879,985 as of the Closing Date. Additionally, at the time of the merger close, the Company had an outstanding payable related to the monthly administrative services support fees due to Mach FM Corp, an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia. This fee covered office space, utilities, and secretarial and administrative support provided by Mach FM to support 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. Contingent Consideration At Closing, the G3 Tax Lien has not been settled by G3 and as of December 31, 2024, the 200,000 Holdback Shares have not been issued. The contingent consideration represents a potential obligation that would become released only upon G3 settling its G3 Tax Lien. See Note 4 further discussion regarding Holdback Shares related to the G3 Tax Lien. As of the Closing Date, the Company recorded a fair value of $ 906,000 for the 200,000 Holdback Shares, which was accounted for as an equity transaction. NOTE 7 — COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business. The Company accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management believes that there are no claims against us for which the outcome is expected to have a material effect on our financial position, results of operations or cash flows. Settlement and Dismissal of Meteora Lawsuit On July 17, 2024, plaintiffs Meteora Capital Partners LP, Meteora Select Trading Opportunities Master LP, and Meteora Strategic Capital LLC filed a lawsuit against Solidion Technology, Inc. in the Delaware Chancery Court (Case No. 2024-0752-LWW). The lawsuit sought specific performance and monetary damages related to the FPA. On August 29, 2024, the Company and the Seller entered into an amendment to the FPA (the “Amendment”). Concurrently, the parties signed and filed a joint stipulation for dismissal with prejudice of the lawsuit (the “Stipulation”). Under the terms of the Stipulation, the Company agreed to issue 12,393,002 common shares to the Seller, consisting of 9,543,002 Additional Shares and 2,850,000 Share Consideration shares, within five business days of the 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. F- 22 G3 Tax Lien The Internal Revenue Service has placed a federal tax lien on all the property and rights to property belonging to G3 which would include any proceeds from sale of property assets included in the financial statements of the Company. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance owed is approximately $ 2,035,000 as of March 2025. As disclosed in Note 4, the Company and G3 included a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax Lien is not released prior to closing. Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing. As of the Merger closing and year-end, the G3 Tax Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares have not been issued. The G3 Tax Lien represents a potential obligation that would become payable only upon the sale of the building. As the timing and likelihood of such a sale are uncertain and there are no immediate plans to sell, the Company has not recorded a liability on the balance sheet for this contingent obligation. Should the Company decide to sell the building in the future, this lien may need to be settled from the proceeds of the sale, which could impact the net cash inflow from such a transaction. The Company will continue to monitor the situation and will recognize a liability in the financial statements if and when it becomes probable that the building will be sold and the lien will need to be satisfied. Strategic Cooperation Consulting Agreement On September 11, 2024, the Company amended an existing Strategic Cooperation Consulting Agreement (the “Consulting Agreement”) by and between the Company and Arbor Lake Capital Inc. (the “Advisor”), pursuant to which the Company retained the Advisor as its consultant to provide non-exclusive consulting services in connection with the Company’s commercial and strategic business development including but not limited to sales and market development, business partnership, joint-venture, alliance, licensing and supply cooperation. In accordance with the terms of the Consulting Agreement, the Advisor shall be entitled to receive the consulting fees as follows: ● 2,000,000 shares of the 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); ● For any other commercial/strategic cooperation including but not limited to partnership, joint-venture, alliance, and supply cooperation, the compensation will be further discussed and agreed upon by the parties when such cooperation commences. ● The term of the Consulting Agreement shall continue until the performance by each party of its respective obligations thereunder shall have been satisfied. Either party may terminate the relationship upon mutual agreement after 12 months upon the effective date of the Consulting Agreement. As the 2,000,000 shares are fully earned upon the signing of the agreement, the Company recorded an expense within Selling, General, and Administrative expenses on the 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. As of December 31, 2024, the Company had not met these deadlines. As a result, the Company recorded an expense of $ 240,000 within Selling, General, and Administrative Expenses on its consolidated and combined statements of operations. If the Effectiveness Failure were to continue, the liquidated damages would be limited to approximately $ 400,000 plus interest calculated in accordance with the Agreement. F- 23 NOTE 8 — STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $ 0.0001 per share. As of December 31, 2024 and 2023, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 300,000,000 shares of common stock with a par value of $ 0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2024 and 2023, respectively, there were 131,697,982 and 69,800,000 (adjusted for reverse recapitalization) shares of common stock issued and outstanding, respectively. Equity Financing On March 13, 2024, Solidion entered into a private placement transaction (the “March Private Placement”), pursuant to a Securities Purchase Agreement (the “March Subscription Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $ 3,850,000 . The issuance costs associated with the March Private Placement, including fees to the placement agent and other expenses, totaled $ 522,867 , of which $ 262,064 was allocated to the issuance of March Private Placement common stock and $ 260,803 was allocated to the issuance of series A and B warrants. The March Private Placement closed on March 15, 2024. As part of the March Private Placement, the Company issued an aggregate of 5,133,332 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 0.75 per unit (less $ 0.0001 per pre-funded unit). Each Unit consists of (i) one share of Solidion Common Stock, (ii) two Series A warrants (“Series A Warrants”) each to purchase one share of Common Stock, and (iii) one Series B warrant (“Series B Warrants”) to purchase such number of shares of Common Stock as determined on the reset date, and in accordance with the terms therein. On August 30, 2024, the Company entered into a private placement transaction (the “August Private Placement”), pursuant to a Securities Purchase Agreement (the “August Subscription Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $ 4,000,000 . The issuance costs associated with the August Private Placement, including fees to the placement agent and other expenses, totaled $ 380,001 , of which $ 157,435 was allocated to the issuance of August Private Placement common stock and $ 222,566 was allocated to the issuance of Series C and D warrants. The August Private Placement closed on September 5, 2024. The Company used the net proceeds from the August Private Placement for working capital and general corporate purposes. As part of the August Private Placement, the Company issued an aggregate of 12,217,468 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 0.3274 per unit. Each Unit consists of (i) one share of common stock, par value $ 0.0001 per share of the Company (the “Common Stock”) (or one pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrant”)), (ii) two Series C warrants each to purchase one share of Common Stock (the “Series C Warrant”) and (iii) one Series D warrant to purchase such number of shares of Common Stock as determined on the Reset Date (as defined below), and in accordance with the terms therein (the “Series D Warrant” and together with the Pre-Funded Warrant and the Series C Warrant, the “Warrants”). The Company accounts for the outstanding PIPE Warrants as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under ASC 815-40. The Company utilizes a Monte Carlo simulation model to determine the fair value of the PIPE Warrants. The resulting fair value is recorded as a Derivative liability on the combined and consolidated balance sheets, and records changes in the fair value of the PIPE Warrants as a non-cash other income (expense) within Change in fair value of derivatives account on the Company’s consolidated and combined statements of operations. NOTE 9 — WARRANTS IPO 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 exercised. No fractional shares will be issued upon exercise. The Company evaluated the public warrants and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the IPO warrants qualify for equity classification. F- 24 IPO Warrants – Private Warrants In connection with 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 date. The reason that The Company have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the holders of the Private Warrants and their permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell the 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 a liability. The Company used a Monte Carlo analysis to determine the fair value of the warrants at the date of issuance on March 15, 2024 and as of the reporting date. The total fair value of the Series A Warrants and Series B Warrants measured at issuance was $ 12,656,550 and $ 82,450 , respectively, which exceeded the total gross proceeds from the March Private Placement of $ 3,850,000 . As the fair value of the derivative liability exceeded the proceeds on the day of issuance, the difference was recorded as a loss from issuance of stock and warrants of $ 17,820,998 . The fair value of the Series A and Series B Warrants as of December 31, 2024, was $ 4,955,300 and $ 0 , respectively, resulting in a gain of $ 7,783,700 during the year ended December 31, 2024. As of December 31, 2024, 13,742,879 Series A Warrants and 5,749,598 Series B Warrants were exercised, resulting in the issuance of 19,492,477 common shares. As of December 31, 2024, 8,398,822 Series A Warrants and no Series B Warrants remained outstanding. Series C and Series D Warrants The Series C and Series D Warrants issued in conjunction with the August Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance, with remeasurement in each subsequent period. As such, on the date of issuance the Company allocated the proceeds between the common stock, Series C Warrants and Series D Warrants first to the fair value of the Series C Warrants and Series D Warrants, which were recorded as a liability. The Company used a Monte Carlo analysis to determine the fair value of the warrants at the date of issuance on August 30, 2024 and as of the reporting date. The total fair value of the Series C Warrants and Series D Warrants measured at issuance was $ 8,114,650 and $ 1,540,150 , respectively, which exceeded the total gross proceeds from the August Private Placement of $ 4,000,000 . As the fair value of the derivative liability exceeded the proceeds on the day of issuance, the difference was recorded as a loss from issuance of stock and warrants of $ 9,654,799 . The fair value of the Series C Warrants and Series D Warrants as of December 31, 2024 was $ 13,703,250 and $ 210,000 , respectively, resulting in a loss of $ 4,258,450 during the year ended December 31, 2024. There were no Series C Warrants and Series D Warrants exercised as of December 31, 2024. F- 25 NOTE 10 — FORWARD PURCHASE AGREEMENT AND NON REDEMPTION AGREEMENT Forward Purchase Agreement On December 13, 2023, Nubia entered into the FPA with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively, the “Seller” or “Forward Purchase Investors”). For purposes of the FPA, Nubia is referred to as the “Counterparty” prior to the consummation of the Merger, while Solidion Technology, Inc. (“Pubco”) is referred to as the “Counterparty” after the consummation of the Merger. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the FPA previously filed with the SEC. Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to 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. F- 26 The Valuation Date for settlement occurs at the earlier of three years post-Merger, specified adverse events (e.g., delisting or registration failure), or at the 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 Investors. The Company accounts for the FPA as a liability-classified instrument due to the settlement provisions. The resulting fair value is recorded as a derivative liability on the combined and consolidated balance sheets. The Company records changes in the fair value of the FPA as a non-cash other income (expense) within change in fair value of derivatives account on the 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. F- 27 FPA amendment and resolution of lawsuit On July 16, 2024, the Forward Purchase Investors brought a lawsuit against Solidion in Delaware Chancery Court seeking specific performance and monetary damages related to the FPA. On August 29, 2024, the Company and the Seller entered into an amendment (the “Amendment”) to the FPA. The Amendment includes modifications to several terms, including: ● Prepayment Shortfall: Expanded to allow the Company to request additional funds in increments of $ 500,000 , subject to specified conditions. ● Prepayment Shortfall Consideration: Seller may now sell Additional Shares and Recycled Shares at any price, without an Early Termination Obligation, until sale proceeds reach 120 % of the Prepayment Shortfall. ● Shortfall Sales: The Company agrees not to issue or sell additional shares or convertible securities without 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”). After the 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. F- 28 Finally, concurrently with the execution of the Amendment, the Company and the Seller agreed to sign and cause to be filed a joint stipulation for dismissal with prejudice of the Action (as defined below) (the “Stipulation”). The Stipulation provides that the Company issue 12,393,002 Solidion common shares, consisting of the Additional shares of 9,543,002 and the Share Consideration of 2,850,000 shares to the Seller within five business days of the entry of the Stipulation. In consideration for the Stipulation, the Company agreed to pay 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. in the Court of Chancery of the State of Delaware (the “Delaware Chancery Court”) and (ii) the Motion for Default Judgment filed by Seller related to such complaint on August 13, 2024. On September 9, 2024, the Company and the Seller filed the Stipulation in Delaware Chancery Court. On August 29, 2024, the Company issued 12,393,002 Meteora Shares of its common stock to the Forward Purchase Investors. The Company recorded an expense within Selling, General, and Administrative expenses on the 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 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 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 Investors. NOTE 11 —  DEBT Convertible Notes At various dates during the first quarter of 2024, the Company issued convertible notes of $ 527,500 to meet our working capital requirements. At various dates during September and October 2024, the Company and three separate investors amended their respective convertible notes, resulting in a total of approximately an additional 135,333 common shares due upon conversion. As of December 31, 2024, there were five separate outstanding convertible notes, which are convertible into an aggregate of approximately 3,500,000 common shares. The outstanding balance on convertible notes was $ 527,500 as of December 31, 2024. Subsequent to the issuance of the interim financial information as of and for the period ended September 30, 2024, the Company identified an error related to the accounting for issuance costs associated with convertible notes. Specifically, approximately $ 2.8 million of non-cash, non-operating stock-based expense related to bonus shares was inadvertently omitted from the financial statements for the first quarter of 2024. As discussed in Note 2 – Restatement of Previously Issued Interim Financial Information, the Company has revised its previously issued financial statements for the first, second, and third quarters of 2024, resulting in the recognition of the issuance cost within Issuance of Common Stock and Warrants under non-operating losses in the statements of operations. After year-end, in March and April 2025, holders converted an aggregate of $ 527,500 of convertible notes into 3,404,816 common shares. As of the date of this filing, 80,000 shares remain subject to conversion. F- 29 Short-term Notes Payable EF Hutton LLC On February 1, 2024, the Company executed a Promissory Note with EF Hutton, totaling $ 2,200,000 , to cover underwriters’ fees associated with the closure of the Company’s Merger with HBC. In the case of an event of default, this Note shall bear interest at a rate of 24 % per annum until such event of default is cured. The principal amount of this Promissory Note is payable on designated dates, with $ 183,333 scheduled on the first business day of each month until the final payment on March 1, 2025. As of December 31, 2024, the Company was in default of the Promissory Note due to non-payment of scheduled installments, and the Promissory Note is accruing interest at the default rate of 24 % per annum. The Company is in the process of negotiating an amendment to the terms of the Promissory Note. As of December 31, 2024, the outstanding balance of the Promissory Note was $ 1,283,335 . Loeb and Loeb LLP On February 1, 2024, the Company executed a Promissory Note with Loeb and Loeb, totaling $ 540,000 for legal services provided to the Company in connection with the 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 Note. The monthly installments include both principal and interest payments. As of December 31, 2024, the Promissory Note has been paid off. Benesch Friedlander Coplan & Aronoff LLP On April 29, 2024, the Company executed a Promissory Note with Benesch Friedlander Coplan & Aronoff in the amount of $ 670,000 . The interest rate is 7 % per annum, to be paid as a lump sum at the maturity date of November 1, 2024 . On November 12, 2024, the Company amended the terms of its Promissory Note with Benesch Friedlander Coplan & Aronoff. The amended terms include an updated principal balance of $ 694,061 , which includes unpaid interest expense of $ 24,061 from earlier periods, an increase in the interest rate to 10 % per annum, an upfront payment of $ 40,000 made at signing, and a requirement for minimum monthly payments of $ 25,000 . Additionally, the maturity date has been extended to May 31, 2025 . As of December 31, 2024, the outstanding balance of the Promissory Note was $ 634,627 . The outstanding balance of Short-term Notes Payable amounted to $ 1,917,962 and $ 0 as of December 31, 2024, and 2023, respectively. NOTE 12 — INCOME TAXES Prior to the Closing date of the Merger, the Company operated as part of G3 and accordingly the accompanying financial statements as of and for the year ended December 31, 2023 were prepared on a carve-out basis. If the Battery Group filed separate tax returns from G3, it is estimated that as of December 31, 2023, the deferred tax asset for net operating loss carryforwards would have been approximately $ 2.9 million based on the cumulation of losses since 2021, the first year Battery Group carve-out financial statements were prepared. Other deferred tax assets (liabilities) as of December 31, 2023 would have included $( 188,000 ) for fixed assets and $( 38,000 ) for patents. The net deferred tax asset before valuation allowance would have been approximately $ 2.7 million with an equal offsetting valuation allowance recognized. The tax attributes of the net operating losses included in the December 31, 2023 balance sheet did not carryover in the Merger. The current and deferred elements of the 2023 tax provision were both zero. The 2023 tax benefit at the federal statutory rate of 21 % was approximately $ 1,100,000 with the offset resulting in the zero effective tax rate primarily related to an increase in the valuation allowance. The income tax provision consists of the following for the year ended December 31, 2024: 2024 Federal Current $ - Deferred - State and Local Current - Deferred - Income tax provision / (benefit) $ - F- 30 A reconciliation of the statutory tax rate to the Company’s effective tax rate for the year ended December 31, 2024: 2024 Statutory federal income tax rate 21.00 % State and local taxes, net of federal tax benefit 1.30 Warrants and issuance of common stock ( 9.94 ) Adjustment to deferred tax assets ( 7.90 ) Other ( 1.08 ) Change in valuation allowance ( 3.38 ) Income tax expense 0 % The Company’s deferred tax assets are as follows at December 31, 2024: 2024 Deferred tax asset: Net operating loss carryforward $ 1,534,755 Capitalized research and development 1,081,840 Equity-based compensation 496,493 Accrued legal fees 453,986 Organizational and start-up costs 379,620 Accrued expenses 33,956 Accrued compensation 75,639 Intangible assets 26,557 Total deferred tax asset before valuation allowance 4,082,846 Less: Valuation allowance ( 3,923,277 ) Total deferred tax asset after valuation allowance 159,569 Deferred tax liability: Fixed assets ( 159,569 ) Net deferred tax asset $ - In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2024, $ 877,210 of the valuation allowance increase was recorded to tax expense. As of December 31, 2024 the Company had federal net operating loss carryforwards of $ 6,680,106 with an indefinite carryforward period, and state and local net operating loss carryforwards of $ 6,680,106 which expire in 2029. The Company files income and franchise tax returns with the United States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of December 31, 2024, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes. The 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: 2024 Balance, beginning of the year $ - Additions based on tax positions related to prior years - Payments made on tax positions related to prior years - Additions based on tax positions related to current year 207,022 Balance, end of year $ 207,022 As of December 31, 2024 $ 207,022 represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. As of December 31, 2024 the Company has not recognized any amount of interest and penalties for uncertain tax positions in its consolidated statements of operation. F- 31 NOTE 13 — STOCK-BASED COMPENSATION Unrestricted Common Stock Awards During the year ended December 31, 2024, the Company granted unrestricted common shares to certain executives in connection with the terms of their individual employment agreements. As these awards were fully-vested, unrestricted shares, the Company recognized the full amount of $ 1,359,000 in the period. This compensation cost is included within Selling, general, and administrative expenses on the 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. Awards with Market-Based Conditions In connection with the aforementioned executive employment agreements, certain executives are eligible to receive unrestricted shares of common stock if certain stock price targets are met during the term of the respective employment agreements. A stock price target will be satisfied if the 120-day trailing average closing price (based on trading days) of a share of the 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: Number of Shares Weighted Average Grant-Date Fair Value Beginning of period - - Granted 6,000,000 $ 0.80 Vested - - Cancelled - - End of period 6,000,000 $ 0.80 Awards with Performance Conditions In connection with the aforementioned executive employment agreements, certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain capital raise targets. In addition, these executives can also receive a cash bonus equal to 2.5 % of the equity value of the Company (up to $ 10 million for each executive, totaling $ 20 million) in an applicable sale of the Company as defined by the terms of the employment agreements. Through December 31, 2024, it was not considered probable that either performance condition would be achieved, and therefore no expense was recorded related to these awards. NOTE 14 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the 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. F- 32 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. December 31, Description: Level 2024 Derivative Liabilities: Forward purchase agreement 3 $ 6,404,100 Warrants – Series A 3 $ 4,955,300 Warrants – Series C and D 3 $ 13,913,250 Forward purchase agreement The Company used a Monte Carlo analysis to determine the fair value of the FPA, assuming 9,550,354 FPA Shares. The fair value measurement of the FPA at February 2, 2024 and December 31, 2024, was calculated using the following range of weighted average assumptions: December 31, February 2, 2024 2024 Risk-free interest rate 4.25 % 4.14 % Stock price $ 0.70 $ 4.53 Expected life 2.1 years 2.8 years Expected volatility of underlying stock 105.0 % 70.0 % Dividends 0 % 0 % The model measured the total present value of the 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. Warrants – Series A and B The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series A Warrants and Series B Warrants at the date of issuance on March 15, 2024, which included the following assumptions: Series A Warrants Series B Warrants Expected term (in years) 5.7 years 5.7 years Stock price $ 1.74 $ 1.74 Risk free rate 4.2 % 4.2 % Expected volatility 82.5 % 82.5 % Expected dividend rate $ 0.00 $ 0.00 Exercise Price $ 0.75 $ 0.0001 The total fair value of the Series A Warrants and Series B Warrants measured at issuance was $ 12,656,550 and $ 82,450 , respectively. F- 33 The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series A Warrants at December 31, 2024, which included the following assumptions: Series A Warrants Expected term 4.9 years Stock price $ 0.70 Risk free rate 4.4 % Expected volatility 102.5 % Expected dividend rate $ 0.00 Exercise Price $ 0.3274 The fair value of the Series A and Series B Warrants as of 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. Warrants – Series C and D The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at the date of issuance on August 30, 2024, which included the following assumptions: Series C Warrants Series D Warrants Expected term 5.6 years 5.6 years Stock price $ 0.32 $ 0.32 Risk free rate 3.7 % 3.7 % Expected volatility 105.0 % 105.0 % Expected dividend rate $ 0.00 $ 0.00 Exercise Price $ 0.3274 $ 0.0001 The total fair value of the Series C Warrants and Series D Warrants measured at issuance was $ 8,114,650 and $ 1,540,150 , respectively. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at December 31, 2024, which included the following assumptions: Series C Warrants Series D Warrants Expected term (in years) 5.6 years 5.6 years Stock price $ 0.70 $ 0.70 Risk free rate 4.4 % 4.4 % Expected volatility 102.5 % 102.5 % Expected dividend rate $ 0.00 $ 0.00 Exercise Price $ 0.3274 $ 0.0001 The fair value of the Series C Warrants and Series D Warrants as of December 31, 2024, was $ 13,703,250 and $ 210,000 , respectively. This resulted in a non-cash loss from the change in fair value of derivatives and issuance of warrants of $ 4,258,450 and $ 9,654,799 for the year ended December 31, 2024, respectively. As of December 31, 2024, investors have not exercised any Series C and Series D warrants. F- 34 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2024. Fair Value Measurement Using Level 3 Forward Purchase Agreement Inputs Total Balance, December 31, 2023 $ - Initial measurement, February 2, 2024 20,889,950 Change in fair value ( 14,485,850 ) Balance, December 31, 2024 6,404,100 Fair Value Measurement Using Level 3 Warrants – Series A and B Inputs Total Balance, December 31, 2023 $ - Initial measurement, March 15, 2024 12,739,000 Change in fair value ( 7,783,700 ) Balance, December 31, 2024 4,955,300 Fair Value Measurement Using Level 3 Warrants – Series C and D Inputs Total Balance, December 31, 2023 $ - Initial measurement, August 30, 2024 9,654,800 Change in fair value 4,258,450 Balance, December 31, 2024 13,913,250 HBC earnout shares The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Shares at the date of the Merger, which included the following assumptions: stock price of $ 4.53 , risk free rate of 3.98 %, volatility of 85 %, dividends yield of 0 % and duration of 4 years. Stock-based compensation – Awards with Market-Based Conditions The Company utilized a Monte Carlo simulation analysis to determine the fair value of the awards with market-based conditions at the date of the Merger, which included the following assumptions: stock price of $ 4.53 , risk free rate of 3.9 %, volatility of 72.5 %, dividends yield of 0 % and duration of 6 years. NOTE 15 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements. Convertible notes After year-end, in March and April 2025, holders converted an aggregate of $ 527,500 of convertible notes into 3,404,816 common shares. As of the date of this filing, 80,000 shares remain subject to conversion. F- 35 (b) Exhibits Exhibit No. Description 2.1 Merger Agreement, dated February 16, 2023, by and among Nubia Brand International Corp., Honeycomb Battery Company, and Nubia Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 17, 2023). 3.1 Amended and Restated Certificate of Incorporation of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) 3.2 Amended and Restated Bylaws of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) 4.2 Specimen Warrant Certificate (included in Exhibit 4.3) 4.3 Warrant Agreement, dated March 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2022) 4.4 Description of Securities (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). 10.1 Letter Agreement, dated March 10, 2022, by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.2 Forward Purchase Agreement, dated December 13, 2023, by and among Nubia Brand International Corp., Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2023) 10.3 Registration Rights Agreement, dated March 10, 2022, by and among the Registrant and certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.4 Form of Subscription Agreement, dated December 13, 2023, by and among Nubia Brand International Corp. and the investors signatory thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2023) 10.5 Indemnity Agreements, each dated as of March 10, 2022, by and between the Registrant and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.6 Private Placement Warrants Subscription Agreement, dated March 10, 2022, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.7 Representative Share Letter, dated March 10, 2022 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.12 Form of Convertible Promissory Note. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) 10.13 Letter Agreement, dated December 13, 2023, by and between Nubia Brand International Corp. and Mach FM Acquisitions, LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024) 10.14 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024) 14.1 Code of Ethics (incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). 16.1 Letter from Marcum LLP regarding the change in Solidion Technology, Inc.’s certifying accountant, dated April 19, 2024 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2024). 19.1* Insider Trading Policy. 31.1* Certification of Chief Executive Officer pursuant to 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 31.2* 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 32.1* 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 32.2* 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 42 97.1 Solidion Technology Inc. Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). 99.1 Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). 99.2 Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). 99.3 2023 Stock Incentive Plan for Solidion Technology, Inc. (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ITEM 16. FORM 10-K SUMMARY None. 43 SIGNATURES 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 authorized. Solidion Technology, Inc. Dated: April 15, 2025 By: /s/ Jaymes Winters Name: Jaymes Winters Title: Chief Executive Officer (Principal Executive Officer) Solidion Technology, Inc. Dated: April 15, 2025 By: /s/ Vlad Prantsevich Name: Vlad Prantsevich Title: Chief Financial Officer (Principal Accounting and Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Jaymes Winters Chief Executive Officer (Principal executive officer) and Director April 15, 2025 Jaymes Winters /s/ Vlad Prantsevich Chief Financial Officer April 15, 2025 Vlad Prantsevich /s/ Dr. Bor Jang Director April 15, 2025 Dr. Bor Jang /s/ John Davis Director April 15, 2025 John Davis /s/ Karin-Joyce (KJ) Tjon Director April 15, 2025 Karin-Joyce (KJ) Tjon /s/ Cynthia Ekberg Tsai Director April 15, 2025 Cynthia Ekberg Tsai 44