What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2025-04-16 · 34 added, 85 removed, 1045 unchanged (10% of the section changed)

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of production or result in additional cost to our high-capacity anode and high-energy solid-state battery technology.

current manufacturing facilities require, and we expect our future manufacturing facilities will require, large-scale machinery and equipment.

current manufacturing facilities require large-scale machinery and equipment.

Such machinery and equipment may unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be

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personnel in the future, and our failure to do so could seriously harm our business and prospects.

addition, we are highly dependent on the services of our senior technical and management personnel, including our executive officers,

who would be difficult to replace.

Further, our Executive Chairman and Chief Science Officer will continue to be employed by G3 following

the closing of the business combination, and his time and attention may be diverted from Solidion’s business, which may have an

impact on our business.

If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating

existing personnel, we may be unable to grow effectively and our business, financial condition, results of operations and prospects could

be adversely affected.

In addition, we are highly dependent on the services of our senior

technical and management personnel, including our executive officers, who would be difficult to replace.

Further, our Executive Chairman

and Chief Science Officer continues to be employed by G3 following the closing of the business combination, and his time and attention

may be diverted from Solidion’s business, which may have an impact on our business.

If we do not succeed in attracting, hiring,

and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our business,

financial condition, results of operations and prospects could be adversely affected.

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

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

expect that automotive OEMs and top tier battery cell suppliers will be less likely to license our high-capacity anode and high-energy

solid-state battery technology if they are not convinced that our business will succeed in the long term.

Similarly, suppliers and other

third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced

that our business will succeed in the long term.

Accordingly, in order to build and maintain our business, we must instill and maintain

confidence among current and future partners, customers, suppliers, analysts, ratings agencies and other parties in our long-term financial

viability and business prospects.

Maintaining such confidence may be particularly complicated by certain factors including those that

are largely outside of our control, such as:

We expect that automotive OEMs and top tier battery cell suppliers

will be less likely to license our high-capacity anode and high-energy solid-state battery technology if they are not convinced that

our business will succeed in the long term.

Similarly, suppliers and other third parties will be less likely to invest time and resources

in developing business relationships with us if they are not convinced that our business will succeed in the long term.

in order to build and maintain our business, we must instill and maintain confidence among current and future partners, customers, suppliers,

analysts, ratings agencies and other parties in our long-term financial viability and business prospects.

Maintaining such confidence

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

limited operating history;

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foreseeable future.

We incurred a net loss of approximately $5.3

million for the year ended December 31, 2023 and approximately $25.9 million for the year ended December 31, 2024.

We believe that we

will continue to incur operating and net losses each quarter until the time significant production of our high-capacity anode and

high-energy solid-state battery technology begins.

We incurred a net loss of approximately $32.4 million for the year

ended December 31, 2024 and approximately $41.0 million for the year ended December 31, 2025.

We believe that we will continue to incur

operating and net losses each quarter until the time significant production of our high-capacity anode and high-energy solid-state

battery technology begins.

expect the rate at which we will incur losses to be significantly higher in future periods as we, among other things, continue to incur

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to error or fraud may occur and not be detected.

We have identified five material weaknesses

We have identified material weaknesses

in our internal control over financial reporting.

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connection with the audits of our consolidated financial statements as of December 31, 2024 and 2025, and for the years ended December

31, 2022, 2023 and 2024, we identified five material weaknesses in our internal control over financial reporting:

control environment,

risk assessment, control activities, information and communication and monitoring.

31, 2024 and 2025, we identified material weaknesses in our internal control over financial reporting:

control environment, risk

assessment, control activities, information and communication and monitoring.

For more information, see “Item 9A.

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

Controls and Procedures—Management’s

Report on Internal Control Over Financial Reporting—Material Weaknesses.”

We cannot assure you that additional significant deficiencies or material

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associated controls are effective.

Therefore, while we expect to have remediated the material weaknesses well in advance of December 31,

2025, there is no guarantee that our remediation plan will be successful or that our remediation efforts will be completed prior to the

audit of our 2025 financial statements.

have incurred and will incur significant increased expenses and administrative burdens as

a public company, which could have an adverse effect on our business, financial condition

and results of operations.

Therefore, there is no guarantee that our remediation plan will be successful or that our remediation

efforts will be completed in future periods.

We have incurred and will incur significant increased expenses

and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of

We face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private

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be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes.

Related to Ownership of Our Common Stock

significant portion of Solidion’s Common Stock is restricted from immediate resale, but may be sold into the market in the future

pursuant to registration rights granted to the holders thereof.

The exercise of such rights could cause the market price of Solidion’s

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

market price of shares of Solidion’s Common Stock could decline as a result of substantial sales of common stock, particularly

by our significant stockholders, a large number of shares of common stock becoming available for sale or the perception in the market

that holders of a large number of shares intend to sell their shares.

G3 and certain other stockholders of Solidion entered into a registration rights agreement (the “Registration Rights

Agreement”) with Solidion.

An aggregate of 78,616,000 shares of Common Stock will be entitled to registration pursuant to the Registration

Rights Agreement, which consist of 3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division

of Benchmark Investments, LLC, 5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the

Sponsor, and 69,800,000 shares of stock issued to the HBC Shareholders as Merger Consideration.

Up to an additional 22,500,000 shares

of common stock may be entitled to registration under the Registration Rights Agreement in the event that the Earnout Shares vest in

accordance with the terms of the Merger Agreement.

At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor

may make a written demand for registration under the Securities Act of all or part of their Registrable Securities.

Each of G3 and the

Sponsor are entitled to exercise two demand registrations under the Registration Rights Agreement.

If at any time following the Closing,

Solidion proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered

an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing.

The demand registration

rights and “piggy-back” registration rights under the Registration Rights Agreement are subject to certain requirements and

customary conditions.

In addition, the maximum number of shares of common stock underlying

the Series C Warrants and Series D Warrants would be an aggregate of approximately 123,076,923 shares and 49,320,990 shares, respectively,

and the Company has included these shares in a shelf registration statement on Form S-1 that has not yet been declared effective.

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

or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of

Solidion’s Common Stock.

is a “controlled company” within the meaning of Nasdaq listing standards and, as a result, qualifies for, and may rely on,

exemptions from certain corporate governance requirements.

As a result, you may not have the same protections afforded to shareholders

of companies that are subject to such requirements.

G3 holds approximately 85.3% of the voting power of Solidion, Solidion qualifies as a “controlled company” within the meaning

of the corporate governance standards of Nasdaq.

Under these rules, a listed company of which more than 50% of the voting power is held

by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance

requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we

have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended

to the board by independent directors.

We do not plan to rely upon the “controlled company” exemptions.

Solidion may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so.

Solidion may rely on the corporate governance exemptions only so long as we qualify as a controlled company.

To the extent we rely on

any of these exemption, our public shareholders will not have the same protections afforded to shareholders of companies that are subject

to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our public shares.

Risks Related to Ownership of Our Common Stock

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

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

What changed 10-K

Item 1A. Risk Factors