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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-04-16 · 2949 added, 1278 removed, 754 unchanged (85% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of our disclosure controls

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

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

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

described below.

Notwithstanding these material weaknesses, our

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

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

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

Management’s Report on Internal Control

Over Financial Reporting

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, 2025, because of certain material weaknesses in our internal control over financial reporting, as further described below.

These material

weaknesses relate primarily to controls over the accounting for complex financial instruments, including the valuation and remeasurement

of derivative warrant liabilities.

Notwithstanding these material weaknesses, management concluded that

the 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.

This conclusion is based on additional procedures performed by management to

ensure that the financial statements are free of material misstatement.

Management’s Report on Internal Control Over Financial Reporting

The management of Solidion Technology, Inc.is

22 unchanged sentences

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

This material weakness contributed to the additional

material weaknesses further described below.

This material weakness contributed to the

additional material weaknesses further described below.

Risk Assessment :

24 unchanged sentences

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.

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

We will design and implement a risk assessment process and establish processes and controls to support an effective control

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.

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

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.

There were no changes during the fourth quarter of the year ended December

31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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

The other information required by this Item will

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

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

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

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

in this Annual Report.

Information about our Executive Officers and

The following table sets forth information concerning

our executive officers and directors, including their ages, as of February 12, 2026:

Executive Chairman and Chief Science Officer

Jaymes Winters

Chief Executive Officer and Director

Vlad Prantsevich

Chief Financial Officer

Chief Technology Officer

Karin-Joyce (KJ) Tjon

Information about our Executive Officers

and Directors

Executive Officers

Bor Jang — Executive

Chairman and Chief Science Officer

Bor Jang serves as Executive Chairman of our

Board of Directors and Chief Science Officer.

Jang co-founded Honeycomb Battery Company (HBC) in 2015 and has since served as its

Jang co-founded AEC in 2012 and has since served as its President.

AEC is engaged in the development and commercialization

of anode active materials for lithium-ion batteries.

Jang co-founded Angstron Materials, Inc.

(“AMI”) in 2007 and has

since served as its Chairman.

AMI is engaged in the development and commercialization of graphene processes and application technologies.

Jang cofounded G3 in 2016 and has since served as its Chief Executive Officer and Chairman of the Board of Directors, and G3 is the

parent of several subsidiaries engaged in the development and commercialization of graphene and battery technologies, including HBC, AEC

Jang received his Master’s & Ph.D degrees in Materials Science from MIT.

Jang was the former Dean of the College

of Engineering and Computer Science at Wright State University.

He was a Fulbright Scholar and Visiting Professor (and an Overseas Fellow

of the Churchill College) with the University of Cambridge (1991 – 1992) in the UK.

Jang was elected as a member of the U.S.

National Academy of Inventors (NAI) in 2019.

Jang has more than 800 patents to his credit.

Most notably, Dr.

Jang filed the world’s

first patent application on graphene in 2002.

This patent was later recognized by Popular Mechanics magazine as one of the “15 Patents

That Changed The World”.

We believe Dr.

Jang is qualified to serve

on Solidion Board because of his extensive executive experience with Honeycomb and his background in sciences and academia.

the closing of the business combination, Dr.

Jang continues in his roles as Chief Executive Officer and Chairman of the Board of

Directors of G3.

Jang will have a dual employment arrangement with Honeycomb and G3, with his time and attention split between

the entities approximately 70% and 30%, respectively, and the parties will ensure an overall coordinated approach between Dr.

Honeycomb and G3.

In addition, 70% of his compensation and related costs at G3 will be reimbursed to G3 by Honeycomb under the SSA.

Jaymes Winters — Chief Executive

Officer and Director

With over 15 years’ experience as a Chief

Executive Officer in the oil and gas, telecommunications and retail spaces with extensive M&A experience, Jaymes Winters has been

Chief Executive Officer at Solidion Technology since 2022, which includes its predecessor, Nubia Brand International Inc., a Special Purpose

Acquisition Company traded on NASDAQ under the ticker symbol NUBI.

Previously, Mr.

Winters was CEO of Mach FM Corp.

beginning in 2015

and oversaw 600 MHz spectrum acquisition via an auction conducted by the Federal Communications Commission, or FCC.

He designed a Simultaneous

Multiple Round (SMR) analysis using historical data from previous FCC auctions to predict the total amount bid by other participants within

Prior to that, he was founder and Chief Executive Officer of United Energy Inc., which for seven consecutive years was one of the

largest African American owned businesses on the West Coast with annual revenues of nearly $100 million and 1,000 employees.

has directed and negotiated four M&A transactions utilizing private equity firms.

For over nine years, he was an adjunct professor

in the School of Business at Portland State University teaching business strategy, mergers and acquisitions, venture capital and is the

author of a college textbook titled “Chronicles of an Urban CEO” (Kendall Hunt Publishing Company, August 2021).

in Business Administration with a minor in Economics from Oregon State University.

We believe Mr.

Winters is qualified to serve

on Solidion Board because of his extensive executive experience with Nubia and as a Chief Executive Officer in the oil and gas, telecommunications

and retail spaces with extensive mergers and acquisitions experience.

Vlad Prantsevich — Chief

Financial Officer

Vlad Prantsevich has served as Solidion’s Chief Financial Officer

since February 2024.

Prantsevich brings experience across public company finance, capital markets, and technically complex product

Previously, Mr.

Prantsevich served as Chief Financial Officer and Board Member of Nubia Brand International Corp.

NUBI), a special purpose acquisition company, where he directed the business combination with Honeycomb Battery Company that resulted

in Solidion’s listing on NASDAQ.

In that role, he oversaw SEC reporting, and financial diligence across more than 100 acquisition targets

spanning 20 industries prior to executing the Honeycomb transaction.

Additionally, Mr.

Prantsevich served as Executive Vice President

of Operations at Mach FM Corp.

a wireless technology and spectrum investment company, where he supported transaction strategy, acquisition

evaluation, and financial modeling for spectrum investments and strategic partnerships.

Prantsevich has more than 8 years of executive

management level experience in charge of corporate finance at 64 Audio, a global pro audio and consumer electronics brand, where he built

and led the corporate finance function through a period of significant growth.

Prantsevich holds a B.S.

in Business Administration

from Portland State University.

Songhai Chai — Chief

Technology Officer

Songhai Chai serves as our Chief Technology

Since September 2021, Dr.

Chai has served as the Deputy Chief Technology Officer of G3, where he leads a group of scientists

and engineers to develop high-capacity silicon anode and renewable biochar anode materials, provides scientific and technical guidance

to research and development activities, supervises the pilot-scale production of silicon-anode materials and oversees a group of battery

engineers and technicians to improve electrode formulation and preparation.

From 2015 through September 2021, Dr.

Chai served as Senior

Battery Scientist of G3, where he developed a variety of novel energy-storage materials for different applications, such as lithium-ion

batteries, electrochemical and hybrid capacitors.

From 2010 to 2015, Dr.

Chai was a Research Associate, working on carbon and energy storage

materials, at Oak Ridge National Lab.

Chai has co-authored seven issued U.S.

patents, one book chapter, and 45 peer-reviewed research

articles and has published in 30 internationally renowned scientific journals, including Nature Communications and the Journal of the

American Chemical Society.

Chai received a Ph.D in Chemistry from Tsinghua University and completed his post-doctoral training at

the University of California at Berkeley.

Following the closing of the business combination,

Chai left his role at G3 and entered into a formal employment arrangement with Solidion on February 10, 2025.

Non-Executive Directors

John Davis — Director

John Davis serves as our director.

Davis has served as President of BTECH, Inc., a battery monitoring technology company.

Prior to that role, from 2021 to 2022, Mr.

Davis served as Chief Operating Officer of Primet Precision Materials, a nanoscission technology company producing lithium battery cathode.

Prior to that role, from 2019 to 2020, Mr.

Davis served as Chief Operating Officer of G3, which is the parent of HBC and the holder of

approximately 97.5% of the issued and outstanding shares of HBC common stock prior to the Effective Time.

Prior to that role, from 2015

Davis served as Senior Vice President of Operations for BrightVolt, a solid state lithium battery technology company.

Davis received a B.S.

in Chemical Engineering and M.B.A.

from the Illinois Institute of Technology.

We believe Mr.

Davis is qualified to serve

on Solidion Board because of his extensive experience performing at the executive level of companies that included international business

profit and loss and operations responsibilities, including in the energy storage industry with a heavy focus on lithium batteries.

Karin-Joyce (KJ) Tjon — Director

Karin-Joyce (KJ) Tjon serves as our director.

Tjon has served as a director of Nubia since the closing of its IPO.

Tjon is also a Director at LivePerson, Inc (NASDAQ, “LPSN”).

Tjon’s retirement in 2020, from July 2018 until May 2020 she served as Chief Financial Officer for Alorica, Inc.

a multi-billion dollar customer service provider with over 100,000 employees worldwide.

From February 2017 until August 2017, Ms.

was President and Chief Operating Officer for Scientific Games, Inc., responsible for their Gaming and Lottery divisions.

more than 25 years of executive management level experience as an executive officer for publicly listed as well as privately held companies.

From July 2014 until September 2016 Ms.

Tjon served as the Executive Vice President and Chief Financial Officer for Epiq Systems (NASDAQ:

“EPIQ”) where she was responsible for legal, governance and risk compliance as well as all areas of international corporate

finance, including financial planning and analysis, accounting, SEC filings, tax planning, investor relations, and SAP support.

of the executive team, she worked through a strategic review process which culminated in the sale of the company to a strategic buyer,

backed by private equity.

At Alvarez & Marsal LLC, a leading global professional services firm, Ms.

Tjon served in several interim

C-level posts guiding global clients through operational restructurings, business planning and execution, complex negotiations, financial

audit and regulatory compliance issues, and technology issues.

Tjon holds a Master of Business Administration from Columbia University’s

Graduate School of Business and a Bachelor’s degree in specialized studies in Organizational Behavior from Ohio University.

We believe Ms.

Tjon is qualified to serve on Solidion

Board because of her extensive executive experience in financial, risk and compliance matters, as well as her experience as a public company

Corporate Governance

The size of Solidion’s board of directors

Class I consists of Mr.

Winters and Ms.

Tjon, whose terms will expire at Solidion’s first annual meeting

following the effectiveness of its Certificate of Incorporation.

Class II consists of Mr.

Davis, whose term expires at Solidion’s

second annual meeting following the effectiveness of its Certificate of Incorporation.

Class III consists of Dr.

terms will expire at Solidion’s third annual meeting following the effectiveness of its Certificate of Incorporation.

Jang serves as Executive Chairman of

our board of directors.

The primary responsibilities of the board of directors of Solidion is to provide oversight, strategic guidance,

counseling and direction to management.

The board of directors of Solidion meets on a regular basis and additionally as necessary.

Director Independence

Nasdaq rules generally require that independent

directors must comprise a majority of listed company’s board of directors.

The board of directors of Solidion has determined that

each of the directors on the board of directors of Solidion other than Dr.

Winters is qualified as an independent

director, as defined under the listing rules of Nasdaq, and the board of directors of Solidion consists of a majority of independent directors,

as defined under the rules of the SEC and the listing rules of Nasdaq relating to director independence requirements.

Family Relationships

There are no family relationships among any of

the individuals who shall serve as directors or executive officers of Solidion following the consummation of the business combination.

Role of Board in Risk Oversight

The board of directors of Solidion has extensive

involvement in the oversight of risk management related to Solidion and its business and accomplishes this oversight through the regular

reporting to the board of directors by the audit committee.

The audit committee represents the board of directors by periodically reviewing

Solidion’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance

of administrative and financial controls and its compliance with legal and regulatory requirements.

Through its regular meetings with

management, including the finance, legal, internal audit and information technology functions, the audit committee reviews and discusses

all significant areas of Solidion’s business and summarize for the board of directors all areas of risk and the appropriate mitigating

In addition, the board of directors receives periodic detailed operating performance reviews from management.

Committees of the Board of Directors

The board of directors of Solidion has an audit

committee, a compensation committee, a nominating and corporate governance committee and an executive committee, each of which has the

composition and responsibilities described below.

Members serve on these committees until their resignation or until otherwise determined

by the board of directors.

Audit Committee

The audit committee consists of Mr.

The board of Solidion is expected to determine (i) that each of Mr.

Davis and Ms.

Tjon satisfies the requirements

for independence and financial literacy under the rules and regulations of Nasdaq and the SEC and (ii) that Ms.

Tjon qualify as an

“audit committee financial expert” as defined in the SEC rules and regulations and satisfies the financial sophistication

requirements of Nasdaq.

The audit committee of Solidion is responsible for, among other things:

● selecting and hiring Solidion’s registered public accounting

● evaluating the performance and independence of Solidion’s

registered public accounting firm;

● approving the audit and pre-approving any non-audit services

to be performed by Solidion’s registered public accounting firm;

● reviewing the integrity of Solidion’s financial statements

and related disclosures and reviewing Solidion’s critical accounting policies and practices;

● reviewing the adequacy and effectiveness of Solidion’s

internal control policies and procedures and Solidion’s disclosure controls and procedures;

● overseeing procedures for the treatment of complaints relating

to accounting, internal accounting controls or audit matters;

● reviewing and discussing with management and the registered

public accounting firm the results of the annual audit, Solidion’s quarterly financial statements and Solidion’s publicly

filed reports;

● establishing procedures for employees to anonymously submit

concerns about questionable accounting or audit matters;

● reviewing and approving in advance any proposed related-person

transactions;

● preparing the audit committee report that the SEC requires

in Solidion’s annual proxy statement.

Compensation Committee

The compensation committee consists of Mr.

Tjon, with Ms.

Tjon serving as chairperson.

The board of Solidion has determined that each member of the compensation committee

satisfies the requirements for independence under the rules and regulations of Nasdaq and the SEC.

The compensation committee of

Solidion is responsible for, among other things:

● determining, or recommending to the board of directors for

determination, the compensation of Solidion’s executive officers, including the chief executive officer;

● overseeing and setting compensation for the members of the

board of directors;

● administering Solidion’s equity compensation plans;

● overseeing Solidion’s overall compensation policies

and practices, compensation plans, and benefits programs;

● preparing the compensation committee report that the SEC

will require in Solidion’s annual proxy statement.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee

consists of Mr.

Davis and Ms.

Tjon, with Ms.

Tjon serving as chairperson.

The board of Solidion has determine that each member of

the nominating and corporate governance committee satisfies the requirements for independence under the rules and regulations of Nasdaq

The nominating and corporate governance committee is responsible for, among other things:

● evaluating and making recommendations regarding the composition,

organization and governance of the board of directors and its committees;

● reviewing and making recommendations with regard to Solidion’s

corporate governance guidelines and compliance with laws and regulations;

● reviewing conflicts of interest of Solidion’s directors

and officers and proposed waivers of Solidion’s corporate governance guidelines and code of business conducts and ethics;

● evaluating the performance of the board of directors and

its committees.

Compensation Committee Interlocks and Insider

Participation

None of Solidion’s executive officers currently

serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one

or more executive officers serving as a member of the board of directors.

Involvement in Certain Legal Proceedings

On August 3, 2017, Jaymes W.

our Chief Executive Officer, filed a petition for bankruptcy under Chapter 7 of the Bankruptcy Code (the “Chapter 7 Case”)

in the United States Bankruptcy Court Western District of Washington (Tacoma) (the “Court”) (Case No.

to avoid a $2,480,000 judicial lien against his personal residence obtained by Sterling Savings Bank (the “Sterling Savings Lien”),

which was held by Umpqua Bank, the successor to Sterling Savings Bank.

On November 9, 2018, the Court partially granted Mr.

motion to avoid the judgment lien of Umpqua Bank and all but $160,725 of Umpqua Bank’s judicial lien was avoided.

2018, while the Chapter 7 Case was still open, Mr.

Winters filed another petition for bankruptcy under Chapter 13 of the

Bankruptcy Code in the United States Bankruptcy Court Western District of Washington (Tacoma) (Case Number:

3:17-BK-42965) to further

protect his rights in relation to the Sterling Savings Lien.

The Court granted a voluntary dismissal of the Chapter 13 Case on November 27,

As of the date of this prospectus, both the Chapter 7 Case and the Chapter 13 Case are closed.

Stockholder Communications

We do not have a formal policy regarding stockholder

communications with our Board.

A shareholder who wishes to communicate with our Board may do so by directing a written request addressed

to our Chief Executive Officer, at the address appearing on the first page of this filing.

Stockholder Communications

We do not have a formal policy regarding stockholder

communications with our Board.

A shareholder who wishes to communicate with our Board may do so by directing a written request addressed

to our Chief Executive Officer, at the address appearing on the first page of this filing.

Code of Ethics

The Board has established a formal code of

business conduct and ethics that applies to our officers, directors and employees.

The full text is available on our website at

https://ir.solidiontech.com/governance.

Any amendment or waiver disclosed on our website will be made available on our website to

the extent required by applicable rules or regulations or listing requirements of Nasdaq.

Any waiver of the code of business conduct

and ethics for our executive officers or directors must be approved by the Board, and any such waiver shall be promptly disclosed to

the stockholders.

Insider Trading Policy

We maintain a Policy on Insider Trading and

Insider Information that prohibits our officers, directors and employees from purchasing or selling any type of security while in

possession of material, non-public information relating to the security, whether the issuer of such security is the Company or any

other company.

Additionally, no officer, director or employee shall purchase or sell any security of the Company during the period

beginning on the 15 th calendar day of the last month of each fiscal quarter of the Company and ending upon

completion of the second full trading day after the public release of earnings data for

such fiscal quarter or during any other trading suspension period declared by the Company.

It prohibits officers, directors, or employees

from pledging our stock as collateral to secure loans and from engaging in hedging transactions, including zero-cost collars and forward

sale contracts.

It further prohibits margin purchases of our stock, short sales of our stock, and any transactions in puts, calls or other

derivative securities involving our stock.

Availability of Corporate Governance Materials

Stockholders may view our corporate governance

materials, including the charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee and

our Code of Business Conduct and Ethics, on our website at www.solidiontech.com under “Governance” on the “Investors”

page, and these documents are available in print to any stockholder who sends a written request to such effect to Solidion Technology,

Inc., 13355 Noel Rd, Suite 1100, Dallas, TX 75240, Attention:

Corporate Secretary.

Information on or accessible from our website

is not and should not be considered a part of this Registration Statement.

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.

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

The information required by this Item will be

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

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

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

in this Annual Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be

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

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

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

The following table sets forth information concerning

the compensation earned for services rendered to us for the fiscal years ended December 31, 2025 and 2024 of our named executive

officers as determined in accordance with SEC rules.

Name and Principal Position

Incentive Plan

Board Chairman and Chief Science Officer

Jaymes Winters

Chief Executive Officer

Chief Technology Officer

Vlad Prantsevich

Chief Financial Officer

Narrative Disclosure to Summary Compensation

Our compensation committee has historically determined

the compensation of our named executive officers.

Our compensation committee typically reviews and discusses management’s proposed

compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer.

Based on those discussions and

its discretion, the compensation committee then approves the compensation of each executive officer after discussions without members

of management present.

Base salaries for our named executive officers

are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account

such executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation

paid by other companies for similar positions within the industry and geography.

Annual base salaries are intended to provide a fixed

component of compensation to our named executive officers, reflecting their skill sets, experience, roles and responsibilities.

Base salaries

are reviewed, determined, and approved periodically, typically in connection with our annual performance review process, and adjusted

from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Annual Performance-Based Compensation

In addition to base salaries, our named executive

officers are eligible to receive annual performance-based bonuses, which are designed to provide appropriate incentives to our executive

officers to achieve annual performance goals and to reward them for achievement towards these goals.

Performance based milestones are

approved by the board at the beginning of the year and executive officers are assessed against these performance-based milestones subsequent

Executive Compensation Arrangements

Winters and Mr.

We entered into employment agreements (the “Executive

Employment Agreements”) with Jaymes Winters and Vlad Prantsevich, effective as of the Closing Date (the “Start Date”).

Winters’ Executive Employment Agreement provides for an initial base salary of $300,000, and Mr.

Prantsevich’s

Executive Employment Agreement provides for an initial base salary of $225,000.

Both Executive Employment Agreements include an employment

term that expires on the sixth anniversary of the Start Date (the “Initial Term”).

The Initial Term is automatically extended

thereafter from year to year, unless terminated in accordance with the terms of the agreement (with any extension beyond the Initial Term

referred to as a “Renewal Term”).

The Executive Employment Agreements may be terminated by either party at any time and for

any reason upon 30 days’ notice, subject to the severance obligations described below.

The Executive Employment Agreements provide that

each executive is eligible to receive (i) two transition bonuses in the amount of $20,000 each, (ii) an annual incentive bonus,

determined by the Company on a discretionary basis in an amount up to 80% of annual base salary, and (iii) an additional bonus based

on certain stock price targets for the Company.

The Executive Employment Agreements also provide that each executive shall be entitled

to certain cash incentive payments in connection with the Company achieving certain capital raise targets within 18 months of the

The Executive Employment Agreements provide that

each executive is eligible to receive a cash bonus in the event of an Applicable Sale of the Company (as defined in the Executive Employment

Agreements), which sale bonus shall equal 2.5% of the Equity Value of the Company (as defined in the Executive Employment Agreements).

Winters’ Executive Employment Agreement

provides that he shall be issued warrants to purchase at least 12,000 shares of the Company’s common stock and shall be granted

4,000 shares of unrestricted stock in an initial grant, and annually thereafter an additional 4,000 shares of restricted stock.

Prantsevich’s

Executive Employment Agreement provides that he shall be issued warrants to purchase at least 4,000 shares of the Company’s common

stock and shall be granted 2,000 shares of unrestricted stock in an initial grant, and annually thereafter an additional 2,000 shares

of restricted stock.

The Executive Employment Agreements also provide

that if either executive is terminated for any reason, the executive shall receive the following:

(i) Executive’s Base Salary

through and including the effective date of termination;

(ii) payment for accrued unused vacation time, subject to the Company’s

then current vacation policy;

(iii) payment of any vested benefit;

(iv) payment of Executive’s Incentive Bonus for the

prior Fiscal Year, to the extent such Incentive Bonus had not yet been paid as of the Termination Date;

(iv) payment of a prorated

Incentive Bonus based on the number of days Executive was employed during the Fiscal Year, which shall be paid within sixty (60) days

of the end of the Fiscal Year;

and (v) payment for unreimbursed business expenses.

The Executive Employment Agreements further provide

that if either executive is terminated by the Company without Cause (as defined in the Executive Employment Agreements), by the Company

by Notice of Non-Renewal, or by Executive pursuant to Good Reason (as defined in the Executive Employment Agreements), in addition to

the payments set forth above, and provided the executive execute a release in the form attached to the Executive Employment Agreement,

the executive shall be entitled to receive severance benefits that consist of:

(i) 12 months of Executive’s Base Salary

immediately prior to the termination date, in the form of salary continuation;

(ii) an amount equal to the Incentive Bonus paid for

the previous Fiscal Year;

(iii) a lump-sum cash amount equal to the First Transition Bonus (as defined above) to the extent the First

Transition Bonus has not yet been paid to Executive;

and (iv) 12 months of benefits continuation, or the Company will pay or

reimburse Executive for the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was

then an active employee of the Company.

Each executive is also subject to confidentiality

and assignment of intellectual property provisions and certain restrictive covenants, including non-disparagement and twelve months

post-employment non-competition and non-solicitation of employees and customer provisions.

On February 10, 2025 (the “Signing

Date”), the Company entered into employment agreements with each of Dr.

Jang (the “Jang Employment Agreement”)

Chai (the “Chai Employment Agreement” and, together with the Jang Employment Agreement, the “Employment

Agreements”).

The Compensation Committee of the Board (the “Compensation Committee”), which is made up entirely of independent

directors in accordance with Nasdaq listing rules, approved the Company’s entry into the Employment Agreements.

The Jang Employment Agreement provides for a starting

annual base salary of $200,900 and an annual incentive opportunity discretionary bonus with a target set at 40% of base salary, and such

bonus may be paid in cash, shares of stock, or a combination, although at least twenty-five percent must be paid in cash.

Under the Jang

Employment Agreement, the parties acknowledge that Dr.

Jang, with the Company’s consent, is employed in an executive capacity

by Global Graphene Group, Inc.

(“G3”) and also serves on G3’s board of directors.

Jang represents and warrants

that he will devote approximately seventy percent (70%) of his business time and efforts to the performance of duties assigned to him

under the Jang Employment Agreement.

Jang agrees he will not engage in any other paid work, other than his simultaneous employment

by G3, unless he notifies the Board or its designee in advance of his intent to engage in other paid work and receives the express written

consent of the Board or its designee to do so.

G3 beneficially owns approximately 51.4% of the outstanding shares of common stock of the

Company as of the date of this filing.

The Chai Employment Agreement provides for a starting

annual base salary of $225,000 and an annual incentive opportunity discretionary bonus with a target set at 40% of base salary, and such

bonus may be paid in cash, shares of stock, or a combination, although at least twenty-five percent must be paid in cash.

The Employment Agreements provide for an initial

term of two years commencing on the Closing Date, subject to annual renewal for additional, successive one-year terms.

The Employment

Agreements provide for a one-time transition bonus to Dr.

Chai in the amount of $63,936 and $99,041, respectively,

less applicable withholdings and deductions, paid in a lump sum on the Signing Date.

The Employment Agreements generally provide for

(i) the initial one-time grants to Dr.

Chai of at-the-money warrants to purchase at least 8,000 and 4,000,

respectively, shares of the Company’s common stock with an expiration on the fifth anniversary of the Closing Date;

initial one-time grants of 4,000 and 2,000, respectively, shares of unrestricted stock (“Unrestricted Stock”);

and (iii) annually

thereafter, the grant of 4,000 and, 2,000 shares of restricted stock (“Restricted Stock”) of the Company each year.

(i) will be subject to vesting on three equal installments on each of the first three anniversaries of the Closing Date, (ii) will

be made pursuant to the terms and conditions of the Company’s 2023 Long-Term Incentive Plan (the “Plan”) and (iii) will

be evidenced by an award agreement between the Company and the Executive, pursuant to the terms of the Plan.

The Employment Agreements generally provide for

the right to receive or participate in all employee benefit programs and perquisites established from time to time by the Company on a

basis that is no less favorable than such programs and perquisites are provided by the Company to the Company’s other senior executives.

The Employment Agreements further provide that

if either executive is terminated for any reason, the executive shall receive the following:

(i) Executive’s Base Salary through

and including the effective date of termination;

(ii) payment for accrued unused vacation time, subject to the Company’s then

current vacation policy;

(iii) payment of any vested benefit;

(iv) payment of Executive’s discretionary bonus for the

prior fiscal year, to the extent not yet paid as of the termination date;

(v) payment of a prorated discretionary bonus based on

the number of days employed during the fiscal year, which shall be paid within sixty (60) days of the end of the Fiscal Year;

and (vi) payment for unreimbursed business expenses.

The Employment Agreements further provide that

if either executive is terminated by the Company without Cause (as defined in the Employment Agreements), by the Company by notice of

non-renewal, or by the executive for Good Reason (as defined in the Employment Agreements), in addition to the payments set forth above,

and provided the executive execute a release in the form attached to the Employment Agreements, the executive will be entitled to receive

severance benefits that consist of:

(i) 12 months of base salary immediately prior to the termination date, in the form of salary

continuation;

and (ii) 12 months of health insurance benefits continuation, or the Company will pay or reimburse Executive for

the portion of the COBRA premium that is equal to the insurance premium the Company would pay if the executive were then an active employee

of the Company.

Each executive is also subject to confidentiality

and assignment of intellectual property provisions and certain restrictive covenants, including non-disparagement and twelve months

post-employment non-competition and non-solicitation of employees and customer provisions.

Non-Employee Director Compensation

For fiscal year 2024, Solidion provided $5,000 of cash compensation

to each of its non-employee directors.

All of the directors were reimbursed for reasonable out-of-pocket expenses related to their services

as a member of the Solidion board of directors.

For fiscal year 2025, Solidion provided cash compensation

described below and issued 40,000 bonus shares of common stock to each of its non-employee directors for prior service.

All of the directors

are reimbursed for their reasonable out-of-pocket expenses related to their services as a member of the Solidion board of directors.

We intend to approve and implement a non-employee

director compensation policy.

The following table sets forth all information concerning all cash and non-cash compensation awarded to,

earned by or paid to our non-employee directors during fiscal year 2025.

Non-Employee Director

Incentive Plan

Karin-Joyce Tjon

Cynthia Ekberg Tsai (1)

(1) Cynthia Ekberg Tsai resigned from the Board of Directors on

September 3, 2025.

(2) Of the fees earned during fiscal year 2025, a portion remains unpaid

as of the date of this filing.

Summary of the Incentive Plan

In connection with the Business Combination, we

adopted the Solidion Technology, Inc.

2023 Equity Incentive Plan.

The summary is qualified in its entirety by reference to the complete

text of the incentive plan.

Solidion’s employees, consultants and directors,

and employees and consultants of its affiliates, may be eligible to receive awards under the incentive plan.

Following the closing, Solidion

has approximately 20 employees and five non-employee directors who may be eligible to receive awards under the incentive plan.

The incentive plan provides for the grant 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.

Share Reserve

The number of shares of common stock initially

reserved for issuance under the incentive plan was 190,000.

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) 190,000 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.

Plan Administration

The board of directors of Solidion, or a duly

authorized committee thereof, will have the authority to administer the incentive plan.

The board of directors of Solidion may also delegate

to one or more officers the authority to (i) designate employees other than officers to receive specified stock awards and (ii) determine

the number of shares to be subject to such stock awards.

Subject to the terms of the incentive plan, the plan administrator has the authority

to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares

subject to each stock award, the fair market value of a share, the vesting schedule applicable to the awards, together with any vesting

acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of

the award agreements for use under the incentive plan.

The plan administrator has the power to modify outstanding awards under the incentive

Subject to the terms of the incentive plan, the plan administrator also has the authority to reprice any outstanding option or stock

award, cancel and re-grant any outstanding option or stock award in exchange for new stock awards, cash or other consideration, or take

any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any materially adversely

affected participant.

Stock Options

ISOs and NSOs are granted under stock option agreements

adopted by the plan administrator.

The plan administrator determines the exercise price for stock options, within the terms and conditions

of the incentive plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value

of a share of common stock on the date of grant (however, a stock option may be granted with an exercise or strike price lower than 100%

of the fair market value on the date of grant of such award if such award is granted pursuant to an assumption of or substitution for

another option pursuant to a corporate transaction, as such term is defined in the incentive plan, and in a manner consistent with the

provisions of Sections 409A and, if applicable, 424(a) of the Code).

Options granted under the 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.

Unless the terms of an optionholder’s stock option agreement provide

otherwise, if an optionholder’s service relationship ceases for any reason other than cause, the optionholder may generally exercise

any vested options for a period of three (3) months following the cessation of service, but only within three (3) months following

such termination, unless another period of time is provided in the applicable award agreement or other agreement, subject to the limitations

in the incentive plan.

The option term may be extended in the event that the exercise of the option following such a termination of service

is prohibited by applicable securities laws or Solidion’s insider trading policy.

Options generally terminate immediately upon the

termination of an optionholder’s service for cause.

In no event may an option be exercised beyond the expiration of its term.

consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator

and may include (i) cash, check, bank draft, or money order, (ii) a broker-assisted cashless exercise, (iii) the tender

of shares of common stock previously owned by the optionholder, (iv) a net exercise of the option if it is an NSO and (v) other

legal consideration approved by the plan administrator.

Tax Limitations on ISOs

The aggregate fair market value, determined at

the time of grant, of common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar

year under all stock plans maintained by Solidion may not exceed $100,000.

Options or portions thereof that exceed such limit generally

will be treated as NSOs.

No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing

more than 10% of Solidion’s total combined voting power or that of any of Solidion’s affiliates unless (1) the option

exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the option

is not exercisable after the expiration of five years from the date of grant.

Restricted Stock Awards

Restricted stock awards are granted under restricted

stock award agreements adopted by the plan administrator.

A restricted stock award may be awarded in consideration for cash, check, bank

draft or money order, past services, or any other form of legal consideration that may be acceptable to the plan administrator and permissible

under applicable law.

The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture

Except as provided otherwise in the applicable award agreement, if a participant’s service relationship ends for any reason, Solidion may receive through

a forfeiture condition or a repurchase right any or all of the shares held by the participant under his or her restricted stock award

that have not vested as of the date the participant terminates service.

Restricted Stock Unit Awards

Restricted stock units are granted under restricted

stock unit award agreements adopted by the plan administrator.

Restricted stock units may be granted in consideration for any form of

legal consideration that may be acceptable to the plan administrator and permissible under applicable law.

A restricted stock unit may

be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other

form of consideration set forth in the restricted stock unit agreement.

Additionally, dividend equivalents may be credited in respect

of shares covered by a restricted stock unit.

Except as otherwise provided in the applicable award agreement, restricted stock units that

have not vested will be forfeited once the participant’s continuous service ends for any reason.

Stock Appreciation Rights

Stock appreciation rights are granted under stock

appreciation grant agreements adopted by the plan administrator.

The plan administrator determines the purchase price or strike price

for a stock appreciation right, which generally cannot be less than 100% of the fair market value of common stock on the date of grant

(however, a stock appreciation right may be granted with an exercise or strike price lower than 100% of the fair market value on the date

of grant of such award if such award is granted pursuant to an assumption of or substitution for another option pursuant to a corporate

transaction, as such term is defined in the incentive plan, and in a manner consistent with the provisions of Sections 409A).

appreciation right granted under the incentive plan vests at the rate specified in the stock appreciation right agreement as determined

by the plan administrator.

Performance Awards

The incentive plan permits the grant of performance-based

stock and cash awards.

The plan administrator may structure awards so that the shares of common stock, cash, or other property will be

issued or paid only following the achievement of certain pre-established performance goals during a designated performance period.

performance criteria that will be used to establish such performance goals may be based on any measure of performance selected by the

plan administrator.

The performance goals may be based on a company-wide basis, with respect to one or more business units, divisions,

affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the

performance of one or more relevant indices.

Unless specified otherwise (i) in the award agreement at the time the award is granted

or (ii) in such other document setting forth the performance goals at the time the goals are established, the plan administrator

will appropriately make adjustments in the method of calculating the attainment of performance goals as follows:

(1) to exclude restructuring

and/or other nonrecurring charges;

(2) to exclude exchange rate effects;

(3) to exclude the effects of changes to generally

accepted accounting principles;

(4) to exclude the effects of any statutory adjustments to corporate tax rates;

(5) to exclude

the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted

accounting principles;

(6) to exclude the dilutive effects of acquisitions or joint ventures;

(7) to assume that any business

divested by Solidion achieved performance objectives at targeted levels during the balance of a performance period following such divestiture;

(8) to exclude the effect of any change in the outstanding shares of common stock by reason of any stock dividend or split, stock

repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate

change, or any distributions to shareholders other than regular cash dividends;

(9) to exclude the effects of stock based compensation

and the award of bonuses under Solidion’s bonus plans;

(10) to exclude costs incurred in connection with potential acquisitions

or divestitures that are required to expense under generally accepted accounting principles;

and (11) to exclude the goodwill and

intangible asset impairment charges that are required to be recorded under generally accepted accounting principles.

In addition, the

plan administrator retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of the performance

Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as

specified in the applicable award agreement or the written terms of a performance cash award.

The performance goals may differ from participant

to participant and from award to award.

Other Stock Awards

The plan administrator may grant other awards

based in whole or in part by reference to common stock.

The plan administrator will set the number of shares under the stock award and

all other terms and conditions of such awards.

Non-Employee Director Compensation Limit

The aggregate value of all compensation granted

or paid by Solidion to any individual for service as a non-employee director with respect to any calendar year (such period, the “annual

period”), including stock awards and cash fees paid by Solidion to such non-employee director, will not exceed (i) $500,000

in total value or (ii) in the event such non-employee director is first appointed or elected to the board of directors of Solidion

during such annual period, $750,000 in total value.

For purposes of these limitations, the value of any such stock awards is calculated

based on the grant date fair value of such stock awards for financial reporting purposes.

Changes to Capital Structure

In the event there is a specified type of change

in Solidion’s capital structure, such as a merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,

dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination

of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, appropriate adjustments

will be made to (i) the class(es) and maximum number of shares of common stock subject to the incentive plan and the maximum number

of shares by which the share reserve may annually increase;

(ii) the class(es) and maximum number of shares that may be issued pursuant

to the exercise of ISOs;

and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of common

stock subject to outstanding awards.

Corporate Transactions

The following applies to stock awards under the

incentive plan in the event of a corporate transaction, as defined in the incentive plan, unless otherwise provided in a participant’s

stock award agreement or other written agreement with Solidion or unless otherwise expressly provided by the plan administrator at the

time of grant.

In the event of a corporate transaction, any stock awards outstanding under the incentive plan may be assumed, continued

or substituted by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by Solidion

with respect to the stock award may be assigned to the successor (or its parent company).

If the surviving or acquiring corporation (or

its parent company) does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held

by participants whose continuous service has not terminated prior to the effective time of the transaction, or current participants, the

vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of

the transaction (contingent upon the effectiveness of the transaction), and such stock awards will terminate for no consideration if not

exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase rights held by Solidion

with respect to such stock awards will lapse (contingent upon the effectiveness of the transaction).

With respect to performance awards

with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or by the plan administrator,

the award will accelerate at 100% of target.

If the surviving or acquiring corporation (or its parent company) does not assume, continue

or substitute such stock awards, then with respect to any such stock awards that are held by persons other than current participants,

such awards will terminate for no consideration if not exercised (if applicable) prior to the effective time of the transaction, except

that any reacquisition or repurchase rights held by Solidion with respect to such stock awards will not terminate and may continue to

be exercised notwithstanding the transaction.

The plan administrator is not obligated to treat all stock awards or portions of stock awards

in the same manner and is not obligated to take the same actions with respect to all participants.

In the event a stock award will terminate

if not exercised prior to the effective time of a transaction, the plan administrator may provide, in its sole discretion, that the holder

of such stock award may not exercise such stock award but instead will receive a payment equal in value, at the effective time, to the

excess (if any) of (1) the value of the property the participant would have received upon the exercise of the stock award over (2) any

exercise price payable by such holder in connection with such exercise.

Change in Control

In the event of a change in control, as defined

under the incentive plan, awards granted under the incentive plan will not receive automatic acceleration of vesting and exercisability,

although this treatment may be provided for in an award agreement.

Plan Amendment or Termination

The board of directors of Solidion will have the

authority to amend, suspend, or terminate the incentive plan, provided that such action does not materially impair the existing rights

of any participant without such participant’s written consent.

No ISOs may be granted after the tenth anniversary of the date the

Nubia Board adopts the incentive plan.

Federal Income Tax Aspects

of Awards Under the Incentive Plan

This is a brief summary of the federal income

tax aspects of awards that may be made under the incentive plan based on existing U.S.

federal income tax laws.

This summary provides

only the basic tax rules.

Except as otherwise specifically set forth below, it does not describe a number of special tax rules, including

the alternative minimum tax and various elections that may be applicable under certain circumstances.

It also does not reflect provisions

of the income tax laws of any municipality, state or foreign country in which a holder may reside, nor does it reflect the tax consequences

of a holder’s death.

The tax consequences of awards under the incentive plan depend upon the type of award.

Incentive Stock Options.

recipient of an ISO generally will not be taxed upon grant of the option.

Federal income taxes are generally imposed only when the shares

of Solidion’s common stock from exercised ISOs are disposed of, by sale or otherwise (although the excess of the fair market value

of the common stock on the date of exercise over the exercise price is a tax preference for alternative minimum tax purposes, which could

result in an alternative minimum tax liability).

If the ISO recipient does not sell or dispose of the shares of Solidion’s common

stock until more than one year after the receipt of the shares (i.e., exercise of the ISO) and two years after the option was granted

(i.e., the minimum required time), then, upon sale or disposition of the shares, the difference between the exercise price and the fair

market value of the shares of Solidion’s common stock as of the date of exercise will be treated as a long-term capital gain, and

not ordinary income.

If a recipient fails to hold the shares for the minimum required time the recipient will recognize ordinary income

in the year of disposition generally in an amount equal to any excess of the fair market value of the common stock purchased on the date

of exercise (or, if less, the amount realized on disposition of the shares) over the exercise price paid for the shares.

Any further gain

(or loss) realized by the recipient generally will be taxed as short-term or long-term gain (or loss) depending on the holding period.

Solidion, subject to Section 162(m) of the Code, generally will be entitled to a tax deduction at the same time and in the same

amount as ordinary income is recognized by the option recipient.

Non-statutory Stock Options.

recipient of an NSO generally will not be taxed upon the grant of the option.

Federal income taxes are generally due from a recipient

of NSOs when the options are exercised.

The excess of the fair market value of the common stock purchased on such date over the exercise

price of the option is taxed as ordinary income.

Thereafter, the tax basis for the acquired shares is equal to the amount paid for the

shares plus the amount of ordinary income recognized by the recipient.

Solidion, subject to Section 162(m) of the Code, generally

will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient by

reason of the exercise of the option.

Any gain that the recipient realizes when he or she later sells or disposes of the acquired shares

will be short-term or long-term capital gain, depending on how long the shares were held.

Restricted Stock Awards.

who receive awards of restricted shares subject to a vesting requirement (i.e., the restricted shares are nontransferable and is subject

to a substantial risk of forfeiture) generally will recognize ordinary income at the time vesting occurs in an amount equal to the fair

market value of the shares at that time minus the amount, if any, paid for the shares.

However, a recipient who receives restricted shares

subject to a vesting requirement (i.e., the restricted shares are nontransferable and is subject to a substantial risk of forfeiture)

may, within 30 days of the date the shares are granted, elect in accordance with Section 83(b) of the Code to recognize

ordinary compensation income at the time of transfer of the shares rather than upon the vesting dates.

Solidion, subject to Section 162(m) of

the Code, generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the

Restricted Stock Unit Awards.

will not recognize income, and the Company will not be allowed a tax deduction, at the time of a restricted stock unit award is granted.

Recipients who receive restricted stock unit awards generally will recognize ordinary income when they receive shares upon settlement

of the awards in an amount equal to the fair market value of the shares at that time (less any amount the recipients paid for the stock

or property).

Solidion, subject to Section 162(m) of the Code, generally will be entitled to a tax deduction at the same time

and in the same amount as ordinary income is recognized by the recipient.

Stock Appreciation Rights.

who receive stock appreciation rights generally will recognize ordinary income upon exercise in an amount equal to the excess of the

fair market value of the underlying shares of common stock on the exercise date over the exercise price.

Solidion, subject to Section 162(m) of

the Code, generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the

Section 162(m) of

the Code may limit Solidion’s ability to take a tax deduction with respect to awards made to recipients that are covered employees

to the extent that the compensation to such recipient for a taxable year exceeds $1,000,000.

Section 409A of the Code.

incentive plan permits the grant of various types of incentive awards, which may or may not be exempt from Section 409A of the Code.

If an award is subject to Section 409A of the Code, and if the requirements of Section 409A of the Code are not met, the taxable

events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties.

Tax Withholding.

Company Group has the right to deduct or withhold, or require a participant to remit to the Company Group, an amount sufficient to satisfy

federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction

or other taxable event arising as a result of the incentive plan.

Incentive Plan Benefits

Grants of awards under the incentive plan are

subject to the discretion of the plan administrator.

Therefore, it is not possible to determine the future benefits that will be received

by participants under the incentive plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance under Equity

Compensation Plans.

The following table provides information as of

December 31, 2025 with respect to securities that may be issued under our equity compensation plans:

Plan Category

Securities to

be Issued upon

Available for

Future Issuance

Reflected in the

First Column)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Security Ownership of Certain Beneficial Owners

and Management

The following table sets forth certain information

with respect to beneficial ownership of our common stock as of February 9, 2026, by:

● each person known to be the beneficial owner of 5% or more

of our outstanding common stock;

● each executive officer;

● each director;

● all of the executive officers and directors as a group.

Beneficial ownership has been determined in accordance

with Rule 13d-3 under the Exchange Act.

Under this rule, certain shares may be deemed to be beneficially owned by more than

one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to

be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant or

vesting of an RSU) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any

person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition

As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the

person’s actual voting power at any particular date.

The information set forth in the table below is

based on 7,745,683 shares of common stock outstanding as of February 9, 2026.

To our knowledge, except as indicated in the footnotes

to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power

with respect to all shares of common stock shown as beneficially owned by them.

Unless otherwise indicated, the address of each beneficial

owner listed below is 13355 Noel Rd, Suite 1100, Dallas, TX 75240.

Name and Address of Beneficial Owner

More than 5% Beneficial Owners

Henry Ikezi (1)

Global Graphene Group, Inc.

Named Executive Officers and Directors

Jaymes Winters

Vlad Prantsevich

Karin-Joyce (KJ) Tjon

All executive officers and directors as a group (6 persons)

* Denotes beneficial ownership of less than 1% of our outstanding

shares of common stock.

(1) Based on a Schedule 13D/A filed by Henry Ikezi, Madison

Bond LLC and Bayside Project LLC on November 4, 2025.

Includes 2,758,366 shares of common stock held of record by Madison Bond LLC

and 689,591 shares of common stock held of record by Bayside Project LLC.

Ikezi is the Manager of FUN Investment Homes,

LLC, which is the Manager of Madison Bond LLC.

Ikezi is the Manager of Bayside Project LLC.

The principal business

address is 2 Penn Plaza 31 st Floor, New York, NY, 10121.

(2) Based on a Schedule 13D/A filed by Global Graphene Group,

(“G3”) on December 15, 2025.

G3 is managed by a board of directors consisting of Dr.

Wang, Max Wu, Wei Hsu, Edson Chang, and Hyun Yeo.

Any action by G3 with respect to the shares of Solidion, including voting and dispositive

decisions, requires a majority vote of the members of the board of managers of G3.

Under the so-called “rule of three,” because

voting and dispositive decisions are made by a majority of G3’s directors, none of the directors is deemed to be a beneficial owner

of shares of Solidion, even those in which any director holds a pecuniary interest.

Jang is Chairman of our Board of Directors

and our Chief Science Officer.

The principal business address is 1240 McCook Ave, Dayton, OH 45404.

Changes in Control

Our management is not aware of any arrangements

which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

In addition to the compensation arrangements,

including employment, termination of employment and change in control arrangements, with Solidion’s directors and executive officers,

including those discussed in the sections entitled “Executive Compensation” and “Director Compensation,” the following

sets forth transactions and series of similar transactions, since January 1, 2023, in which Solidion participated or will participate,

in which (i) the amounts involved exceeded or will exceed $120,000, and (ii) any of Solidion’s then directors, executive

officers, or holders of more than 5% of its capital stock at the time of such transaction, or any member of the immediate family of the

foregoing persons, had or will have a direct or indirect material interest.

The following summarizes the terms of certain

material agreements Solidion entered into with G3 in connection with the closing of the Business Combination pursuant to the Merger Agreement.

Each such summary is qualified in its entirety by reference to the relevant agreement, the forms of which will be filed as annexes to

the proxy statement.

Contribution Agreement.

and G3 entered into the Contribution Agreement, dated as of February 2.

2024 (the “Contribution Agreement”), pursuant

to which, among other things, G3 will contribute and transfer to HBC all its right, title and interest in, to and under certain battery-related

assets and HBC will assume certain related liabilities, as more specifically set forth thereunder.

The parties intend that such contribution

will qualify as a transaction described in Section 351(a) of the Code and the Treasury Regulations promulgated thereunder.

Contribution Agreement is attached to the registration statement of which this prospectus forms a part as Exhibit 10.10.

Supply and License Agreement.

and G3 entered into the Supply and License Agreement, dated as of February 2, 2024 (the “SLA”), pursuant to which, among

other things, G3 will sell to and supply from time to time HBC certain graphene and graphite products and G3 will provide to HBC a non-exclusive

license to certain G3 patents, technology and know-how relating to graphene production to make and have made graphene materials for HBC’s

own needs, as more specifically set forth thereunder.

The SLA is attached to the registration statement of which this prospectus forms

a part as Exhibit 10.11.

Shared Services Agreement.

and G3 entered into the Shared Services Agreement, dated as of February 2, 2024 (the “SSA”), pursuant to which, among

other things, G3 will continue to provide Solidion with certain operational and other support services, including assigning certain employees

to work for Solidion to provide support to Solidion’s operations and sending its employees to Solidion on a short-term basis to

provide support, and sharing the use of certain equipment, administrative office space, production space, laboratory space and loading

In exchange for receipt of such services and uses, the SSA contemplates that the parties will pay fees to each other, as more specifically

set forth thereunder.

The SSA is attached to the registration statement of which this prospectus forms a part as Exhibit 10.12.

In addition, the following related party transactions

have occurred since January 1, 2023.

Executive Officer and Director Compensation

See “ Executive Compensation ”

for information regarding compensation arrangements with the executive officers and directors of Solidion, which include, among other

things, employment, termination of employment and change in control arrangements, stock awards and certain other benefits.

Director and Executive Officer Indemnification

Solidion’s organizational documents provide,

and Solidion’s second amended and restated certificate of incorporation and amended and restated Bylaws provide, for indemnification

for its directors and executive officers to the fullest extent permitted by law.

Solidion has entered into indemnification agreements

with each of its directors and executive officers.

Such agreements provide among other things, the officers and directors of Solidion

with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted by law, including to

the extent they serve at Solidion’s request as directors, officers, employees or other agents of any other affiliated entity, to

the fullest extent permitted by law.

Warrant Conversion

See “ — Warrant Conversion ,”

“ — Purchase Agreement Amendment ” and “ — Lock-up ” under “ Prospectus

Summary — Recent Developments ” for information regarding certain transactions the Company entered into with

Madison Bond LLC and Bayside Project LLC and their manager, Henry Ikezi.

Share Issuances

See “— Unregistered Sales of Equity

Securities ” under “ Prospectus Summary — Recent Developments ” for information regarding certain

share issuances to its non-executive directors and G3.

Review, Approval and Ratification of Related

Party Transactions

It is the Company’s policy that all related

party transactions must be approved by directors independent of the parties involved.

All of the transactions described above were approved

and ratified by the independent members of our Board.

In connection with the approval of the transactions described above, our Board took

into account several factors, including their fiduciary duties to the Company, the relationships of the related parties described above

to the Company, the material facts underlying each transaction, the anticipated benefits to the Company and related costs associated with

such benefits, whether comparable products or services were available, and the terms we could receive from an unrelated third party.

Conflicts Related to Other Business Activities

The persons serving as our officers and directors

have existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to other entities

in addition to us.

As a result, conflicts of interest between us and the other activities of those persons may occur from time to time.

We will attempt to resolve any such conflicts

of interest in our favor.

Our officers and directors are accountable to our shareholders and us as fiduciaries, which requires that such

officers and directors exercise good faith and integrity in handling our affairs.

A shareholder may be able to institute legal action

on our behalf or on behalf of that shareholder and all other similarly situated shareholders to recover damages or for other relief in

cases of the resolution of conflicts in any manner prejudicial to us.

Director Independence

We have determined that each of the directors

on the board of directors of Solidion other than Dr.

Winters qualify as an independent director, as that term is

defined in Rule 5605(a)(2) of the Nasdaq Listing Rules.

Meetings of The Board and Its Committees

The Board met 14 times during the fiscal year

ended December 31, 2025.

The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee met

six times, three times and one time, respectively, during the fiscal year ended December 31, 2025.

Each director attended 75% or

more of the aggregate number of meetings of the Board and of the committees on which he or she served, held during the portion of the

fiscal year ended December 31, 2025 for which he or she was a director or committee member.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Public Accounting

The firms of Deloitte

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

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

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

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

in this Annual Report on Form 10-K.

The firms of CBIZ CPAs

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

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

For the years ended December 31, 2025, and 2024, fees billed by our

independent registered public accounting firms for audit services were as follows:

CBIZ billed approximately $275,000 for the year ended

December 31, 2025, and Deloitte billed approximately $554,581 and $775,985 for the years ended December 31, 2025 and 2024, respectively.

CBIZ served as the Company’s independent registered public accounting firm for the year ended December 31, 2025.

Deloitte, the Company’s

former independent registered public accounting firm, performed review services and provided audit-related services in connection with

certain registration statements.

Audit services for the year ended December 31, 2024 were performed by Deloitte.

Audit-Related Fees.

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

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

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

the years ended December 31, 2025 and 2024, CBIZ and Deloitte, respectively did not render audit-related services.

For the years

ended December 31, 2025 and 2024, CBIZ and Deloitte, respectively 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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements:

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

included in Item 8 therein.

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.

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

TECHNOLOGY, INC.

31, 2025 and 2024, there were no fees billed for products and services provided by CBIZ and Deloitte other than those set forth above.

EXHIBITS AND FINANCIAL STATEMENT

(a) Financial Statements:

The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein.

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.

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

SOLIDION TECHNOLOGY, INC.

Reports of Independent Registered Public Accounting Firm (PCAOB Firm # 199 ) F-2

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Notes to Consolidated and Combined Financial Statements F-8

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders

and the Board of Directors of Solidion Technology, Inc.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Technology, Inc.

on the Financial Statements

have audited the accompanying consolidated and combined balance sheet of Solidion Technology, Inc.

(the “Company”) as of

December 31, 2025, the related consolidated and combined statements of operations, changes in stockholders’ (deficit) equity and

cash flows for the year ended December 31, 2025, 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, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles

generally accepted in the United States of America.

Paragraph – Going Concern

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

As more fully described

in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds

to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

Management’s plans in regard to 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.

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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

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.

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.

CBIZ CPAs P.C.

have served as the Company’s auditor since 2025

April 15, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the shareholders and the Board of Directors

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

Substantial Doubt About the Entity’s Ability

to Continue as a Going Concern

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”).

Restatement of the 2024 Financial Statements

As discussed in Note 2 to the December 31, 2025 financial statements,

the accompanying 2024 financial statements have been restated to correct misstatements.

Substantial Doubt About the Entity’s Ability to Continue as

a Going Concern

The accompanying financial statements for the year ended December 31,

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

As discussed in Note 1 to the financial statements,

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

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

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

The financial

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

Our opinion is not modified with respect

to this matter.

As of the date of issuance of the Company’s

2024 financial statements, the Company had experienced recurring net losses and net cash used in operating activities, had generated minimal

sales, and was not in compliance with Nasdaq listing rules, which raised substantial doubt about its ability to continue as going concern.

Management’s plans in regards to these matters were also described in the 2024 financial statements.

The 2024 financial statements

did 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.

These financial statements are the responsibility of the Company’s

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

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

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

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

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

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

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

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

control over financial reporting.

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.

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.

8 unchanged sentences

/s/ Deloitte & Touche LLP

April 15, 2025

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors of

April 15, 2025 (December 8, 2025, as to the effects of the reverse

stock split described in Note 3, and April 15, 2026, as to the effects of the restatement discussed in Note 2)

We began serving as the Company’s auditor in 2024.

became the predecessor auditor.

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.

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

TECHNOLOGY, INC.

CONSOLIDATED AND COMBINED BALANCE

CONSOLIDATED AND COMBINED BALANCE SHEETS

Current Assets:

2 unchanged sentences

Prepaid expenses

Other current assets

Total Current Assets

1 unchanged sentence

Patents, net of amortization

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:

8 unchanged sentences

Commitments and contingencies (Note 6)

Stockholders’ Equity (Deficit):

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

1 unchanged sentence

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

Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 7,465,283 and 2,633,956 issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

Stock subscription receivable

( 2,841,427 )

( 2,545,586 )

Accumulated deficit

1 unchanged sentence

( 122,368,539 )

Total Stockholders’ Equity (Deficit)

Total Stockholders’ Deficit

( 7,185,574 )

Total Liabilities and Stockholders’ Equity (Deficit)

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

TECHNOLOGY, INC.

( 22,902,000 )

Total Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of these consolidated and

combined financial statements.

SOLIDION TECHNOLOGY, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

Year Ended December 31,

Cost of goods sold

8 unchanged sentences

Change in fair value of derivative liabilities

( 28,250,727 )

Loss on issuance of common stock and warrants

2 unchanged sentences

Interest expense

Other (expense)

Total other income (expense)

Other income (expense)

Total other expense

( 28,083,094 )

Net (loss) income before provision for income taxes

( 19,117,496 )

Net loss before provision for income taxes

( 41,004,000 )

( 32,417,033 )

Provision for income taxes

Net Income (loss)

$ ( 41,004,000 )

1 unchanged sentence

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

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

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

TECHNOLOGY, INC.

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

Basic and diluted net loss per share of common stock

The accompanying notes are an integral part of these consolidated and

combined financial statements.

SOLIDION TECHNOLOGY, INC.

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

FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER

5 unchanged sentences

( 25,445,506 )

Contributions and net transfers with related parties

( 5,324,624 )

Balance at December 31, 2023

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

( 25,445,506 )

14 unchanged sentences

Issuance of common stock for Forward Purchase Agreement

( 2,372,232 )

Issuance of common stock for Forward Purchase Agreement Compensation

Forward Purchase Agreement – subscription receivable discount

Stock-based compensation to consultant

6 unchanged sentences

( 2,545,586 )

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

TECHNOLOGY, INC.

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

( 22,902,000 )

Shares issued from exercise of Series A Warrants

Conversion of convertible notes into common stock

Reverse stock split

Shares issued from Earnout Arrangement

Shares issued from Series C and D Warrant Conversion

Shares issuable upon settlement of warrants

Forward Purchase Agreement – subscription receivable discount

Stock-based compensation to consultants

Stock-based compensation

( 41,004,000 )

Balance at December 31, 2025

$ 159,027,646

$ ( 163,372,539 )

$ ( 2,841,427 )

$ ( 7,185,574 )

The accompanying notes are an integral part of these consolidated and

combined financial statements.

SOLIDION TECHNOLOGY, INC.

AND COMBINED STATEMENTS OF CASH FLOWS

For the Year Ended

Cash Flows From Operating Activities:

1 unchanged sentence

$ ( 32,417,033 )

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

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

2 unchanged sentences

Non-cash interest expense

Non-cash gain related to adjustment of note payable balance

Change in fair value of derivative liabilities

3 unchanged sentences

Accounts receivable

Other receivable

Prepaid expenses

Other current assets

Accounts payable and accrued expenses

Income taxes payable

Due to related party

Net Cash Used In Operating Activities

2 unchanged sentences

Cash Flows From Investing Activities:

Purchases of property and equipment

Capitalized patent costs

5 unchanged sentences

( 13,937,997 )

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

Reimbursement of consideration shares related to the Forward Purchase Agreement

( 2,193,800 )

Reimbursement for Recycled Shares related to Forward Purchase Agreement

Reimbursement of Recycled Shares related to Forward Purchase Agreement

Transaction expenses in connection with the Merger

10 unchanged sentences

( 1,026,091 )

Cash used to settle fractional shares

Net Cash Provided By Financing Activities

Net change in cash

( 3,149,007 )

Cash at beginning of period

1 unchanged sentence

Supplemental disclosure

Cash paid for interest

Cash paid for interest expense

Cash paid for federal income taxes

1 unchanged sentence

Issuance of Common Stock upon the closing of the Merger

Issuance of Common Stock for Forward Purchase Agreement

Issuance of Common Stock upon cashless exercise of warrants

Stock subscription receivable, net of discount

FPA discount accretion

Convertible notes converted to common shares

Reclassification of warrant derivative liability to additional paid-in capital upon exercise of Series A warrants

Conversion of Series C and Series D warrant derivative liabilities into common stock

Reverse stock split — reclassification from common stock to additional paid-in capital

Capitalized interest to principal balance of short-term note payable

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

TECHNOLOGY, INC.

NOTES TO CONSOLIDATED AND COMBINED

FINANCIAL STATEMENTS

— 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.

Shares issuable upon settlement of warrants

The accompanying notes are an integral part of these consolidated and

combined financial statements.

SOLIDION TECHNOLOGY, INC.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL

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.

Solidion is headquartered in Dallas, TX, with research

and development and manufacturing operations located in Dayton, OH.

On February 2, 2024, Nubia Brand International

8 unchanged sentences

Inc.” upon Closing.

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

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

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

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

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

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

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

In accordance with the Merger Agreement the Company

issued to the HBC stockholders aggregate consideration of 1,400,000 shares of Solidion’s common stock, minus up to 4,000 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 450,000 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) 100,000 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 $625.00 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);

(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).

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

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

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

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

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

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

had been earned by G3.

The Merger was accounted for as a common control

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

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

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

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

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

The Merger with respect

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

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

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

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

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

company for financial reporting purposes.

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

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

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

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

Since the Company’s inception, it has experienced

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

For the year ended December 31, 2024,

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

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

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

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

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

The Company expects to continue to incur net losses and

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

150,000 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 $750.00 per share (subject to any adjustment pursuant to the Merger Agreement);

200,000 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 $1,250.00 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.

On October 9, 2025, the Company issued 450,000

shares of its common stock to G3 pursuant to the earnout provisions of the Merger Agreement.

These shares represent the full amount of

the Earnout Shares described above.

The issuance followed the approval of the Company’s

Board of Directors to deem all earnout milestones satisfied in full, after considering the Company’s post-merger capital structure

and ongoing shared-services arrangements with G3.

Accordingly, the Company has completed its obligations related to the Earnout Arrangement

under the Merger Agreement.

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.

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, 2025, the Company recorded

a net loss of $ 41,004,000 , which included a non-cash, non-operating loss of $ 28,250,727 due to the change in the fair value of derivative

liabilities, net cash used in operating activities of $ 4,536,702 and as of December 31, 2025, had cash and cash equivalents of $ 204,725 .

For the year ended December 31, 2024, the Company recorded a net loss of $ 32,417,033 , which included a gain of $ 12,275,217 due to the

change in the fair value of derivative liabilities and a $ 31,033,622 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 .

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.

1 unchanged sentence

the Company does not have availability under any debt agreements.

Additionally, the Company is currently in default of an outstanding

Promissory Note due to non-payment of scheduled installments.

Given the Company’s projected operating requirements and its existing

1 unchanged sentence

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

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

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

The Company is not currently in compliance with

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

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

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

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

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

The Company plans to finance its operations

with proceeds from the sale of equity securities or debt;

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

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

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

and Uncertainties

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

selected module/pack technologies.

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

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

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

The success of the Company’s development initiatives

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

financing in the future.

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

Factors that could affect the Company’s

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

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

relationships and dependence on key individuals.

NOTE 2 — CORRECTION OF ERRORS IN PREVIOUSLY

REPORTED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Specifically, approximately $ 2.8 million of non-cash,

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

the first quarter of 2024.

See Note 11 Convertible Notes for more details.

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

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

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

in the affected periods.

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

The audited annual financial

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

and results of operations for the periods presented.

The restatements will be reflected in the comparative financial statements included

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

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

This raises substantial doubt about the Company’s ability

to continue as a going concern.

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.

In response, on May 12, 2025,

the Company effectuated a 1-for-50 reverse split of its Common Stock in order to reach the Nasdaq minimum.

The primary objective of the

reverse stock split is to increase the per-share market price of the Company’s common stock to enable the Company to regain compliance

with the minimum bid price requirement for continued listing on the Nasdaq.

Additionally, on April, 16, 2025, the Company received notice

from the Nasdaq due to the Company’s noncompliance with Nasdaq’s minimum Market Value of Listed Securities (“MVLS”)

requirement and minimum Market Value of Publicly Held Shares (“MVPHS”) requirement.

The Company has a compliance period of

180 calendar days, or until October 13, 2025, to regain compliance with the MVPHS requirement.

On July 7, 2025, the Company received notice from

Nasdaq that it has regained compliance with Listing Rule 5450(a)(1) (the “Bid Price Rule”).

Prior to the expiration of the 180-day compliance

periods related to Nasdaq’s MVLS and MVPHS requirements, the Company applied for a transfer of the listing of its securities to

The Nasdaq Capital Market.

On October 29, 2025 the Company was notified by Nasdaq staff that Company’s application to list its Common

Stock on The Nasdaq Capital Market was approved.

The Company’s securities were transferred to the Capital Market at the opening

of business on October 31, 2025.

As a result, all matters pertaining to MVLS and MVPHS requirements are now closed.

On September 8, 2025, the Company notified Nasdaq

that, following the resignation of a director on September 3, 2025, its Audit Committee was no longer in compliance with Nasdaq Listing

Rule 5605(c)(2)(A), which requires listed companies to maintain an audit committee consisting of at least three independent directors.

In accordance with Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance, which extends until

the earlier of (i) the Company’s next annual meeting of shareholders or (ii) September 3, 2026;

provided, however, that if the annual

meeting occurs on or before March 2, 2026, the cure period will extend only until March 2, 2026.

On March 24, 2026, the company announced an annual meeting scheduled

for June 11, 2026.

As a result, the Company’s cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) extends until

the date of the annual meeting.

The Company is actively evaluating potential candidates to fill the vacancy on its Audit Committee and

intends to regain compliance within the applicable cure period.

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

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.

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.

NOTE 2 — RESTATEMENT AND CORRECTION

OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS

Restatement of Fiscal Year 2024 Financial

During the preparation and audit of the Company’s

consolidated and combined financial statements for the year ended December 31, 2025, the Company identified errors related to (i) the

accounting for the fair value remeasurement of the Series A and Series B derivative warrant liabilities issued in connection with the

March 2024 private placement financing, (ii) the accounting for the issuance of shares and recognition of a discounted stock subscription

receivable in connection with the Forward Purchase Agreement (“FPA”), and (iii) calculation of basic and diluted income (loss)

Specifically, with respect to (i), the Company determined that the

valuation methodologies and significant assumptions used to estimate the fair value of the derivative warrant liabilities were appropriate,

however, the fair value of the warrant liabilities should have been remeasured and settled in equity at each exercise date with the fair

value remeasurement recognized in the consolidated and combined statements of operations during fiscal year 2024, as required by ASC 815.

As a result of the warrant remeasurement error, the Company determined that the previously reported non-cash, non-operating Change in

fair value of derivative liabilities for the three months ended June 30, 2024 and September 30, 2024 was misstated by approximately

$ 0.1 million and $ 2.3 million, respectively, and for the year ended December 31, 2024 was misstated by approximately $ 5.7 million, with

a corresponding understatement of additional paid-in capital (“APIC”) within stockholders’ equity (deficit).

With respect to (ii), the Company determined that the issuance of 190,860

shares in connection with the FPA should have been recorded at the fair value of approximately $ 3.1 million upon issuance on August 29,

2024, with a corresponding credit to APIC and a reduction to stockholders’ equity through a stock subscription receivable.

further determined that the stock subscription receivable should have been recorded at its present value on the issuance date.

should be accreted over the remaining term of the FPA through February 2, 2027 on an effective yield basis, with accretion recorded as

an increase to both the stock subscription receivable and APIC, with no impact to the statements of operations.

As a result of the FPA corrections, the Company determined that APIC

within stockholders’ equity was understated by approximately $ 3.2 million as of December 31, 2024, stock subscription receivable

within stockholders’ equity was understated by approximately $ 2.5 million as of December 31, 2024, and loss on issuance of common

stock within other expense was understated by approximately $ 0.8 million for the three and nine months ended September 30, 2024 and year

ended December 31, 2024.

Additionally, for the period August 29, 2024 through December 31, 2024, accretion of the subscription receivable

discount of approximately $ 0.1 million should have been recorded.

The net impact on total stockholders’ equity (deficit) was zero.

With respect to (iii), the Company identified

errors in the calculation of basic and diluted income (loss) per share for each of the interim periods and the full year ended December

Specifically, the basic income (loss) per share calculation was corrected to include shares that had been omitted from the weighted

average share count, and to reflect the proper commencement date for certain shares.

Additionally, the diluted income per share calculation

for the three months ended June 30, 2024 was corrected to apply the treasury stock method to the Series A warrants, which were dilutive

for that period and had been excluded from the original calculation.

These corrections had no impact on the Company’s previously reported

net income (loss), total assets, or stockholders’ equity.

Accordingly, the Company has restated its previously issued financial

statements for the three and six months ended June 30, 2024, the three and nine months ended September 30, 2024, and the year ended December

31, 2024 to correct for (i) the fair value remeasurement of the Company’s derivative warrant liabilities immediately prior to exercise

and the related settlement of those liabilities in equity, (ii) the recognition of the FPA share issuance at fair value with a increase

to APIC and stock subscription receivable, (iii) the recognition of the loss on issuance of common stock representing the discount on

the stock subscription receivable, and (iv) the accretion of the stock subscription receivable discount through December 31, 2024.

correction of the warrant remeasurement error resulted in adjustments to Change in fair value of derivative liabilities within Other income

(expense) and corresponding adjustments to APIC within stockholders’ equity, as well as the related impacts to earnings per share

previously reported.

The warrant remeasurement adjustment represents a non-cash change and

had no impact on the Company’s cash flows, but increased net income (loss), basic and diluted income (loss) per share, and accumulated

deficit in the affected periods.

The FPA correction resulted in corresponding increases to both APIC and stock subscription receivable

within stockholders’ equity (deficit), a loss on issuance of common stock within Other income (expense), and accretion of the subscription

receivable discount increasing both APIC and stock subscription receivable through December 31, 2024.

The loss on issuance of common stock

is a non-cash charge and is reflected as an addback within operating activities on the statement of cash flows for the nine months ended

September 30, 2024 and the year ended December 31, 2024.

In addition, the Company previously recorded a

revision in its consolidated financial statements for the year ended December 31, 2024 to correct an error related to the accounting for

issuance costs associated with convertible notes totaling approximately $ 2.8 million, which affected the previously reported results as

of and for the three months ended March 31, 2024, as of and for the six months ended June 30, 2024, and as of and for the nine months

ended September 30, 2024.

The revision was reflected in the Company’s Annual Report on Form 10-K for the year ended December 31,

The restatement adjustments described above do not impact the Company's

net operating loss or deferred tax assets because the additional expenses are not tax-deductible.

Accordingly, there was no impact on

the income tax provision for any restated period.

The effective tax rate reconciliation has been updated to reflect the impact of the

restatement on the pre-tax income (loss) for the affected periods, see Note 11 – Income Taxes to the financial statements.

The restatement tables below present the cumulative

impact of both the previously recorded revision and the correction of the errors described above.

The “As Reported” column

reflects amounts as originally reported in the Company’s prior filings before the revision described above.

The “Adjustment”

column reflects the combined impact of (i) the previously recorded revision, (ii) the correction of the warrant accounting error, (iii)

the correction of the FPA share issuance error, (iv) the recognition of FPA stock subscription receivable discount, and (v) the correction

of the basic and diluted income (loss) per share calculation, as described above.

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

March 31, 2024

Stockholder’s Equity (Deficit):

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.0001 par value;

1 unchanged sentence

none issued and outstanding

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

Common stock;

$ 0.0001 par value;

300,000,000 shares authorized;

issued and outstanding as of March 31, 2024

Additional paid-in capital

4 unchanged sentences

( 122,487,488 )

Total Stockholder’s Equity

Total Stockholders’ Equity (Deficit)

$ ( 40,630,758 )

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

The impact of the restatement

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

June 30, 2024

Stockholder’s Equity (Deficit):

Preferred stock, $ 0.0001 par value;

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, 87,100,341 issued and outstanding

Common stock;

$ 0.0001 par value;

300,000,000 shares authorized;

issued and outstanding as of June 30, 2024

Additional paid-in capital

4 unchanged sentences

( 100,573,062 )

Total Stockholder’s Equity

Total Stockholders’ Equity (Deficit)

$ ( 18,160,646 )

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

The impact of the restatement

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

September 30, 2024

Stockholder’s Equity (Deficit):

Preferred stock, $ 0.0001 par value;

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, 117,340,914 issued and outstanding

Common stock;

$ 0.0001 par value;

300,000,000 shares authorized;

issued and outstanding as of September 30, 2024

Additional paid-in capital

Stock subscription receivable

( 2,395,919 )

( 2,476,160 )

Accumulated Deficit

2 unchanged sentences

( 110,290,958 )

Total Stockholder’s Equity

Total Stockholders’ Equity (Deficit)

$ ( 18,786,644 )

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

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

The impact of the restatement

on the consolidated and combined balance sheet as of December 31, 2024, is as follows:

December 31, 2024

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;

issued and outstanding as of December 31, 2024

Additional paid-in capital

Stock subscription receivable

( 2,465,345 )

( 2,545,586 )

Accumulated Deficit

( 115,880,509 )

( 6,488,030 )

( 122,368,539 )

Total Stockholders’ Equity (Deficit)

$ ( 22,902,000 )

of the restatement on the previously reported condensed consolidated and combined statement of operations for the three months ended March

31, 2024, is as follows:

March 31, 2024

3 unchanged sentences

$ ( 8,182,500 )

Issuance of Common Stock and Warrants

Loss on issuance of Common Stock and Warrants

( 17,820,998 )

17 unchanged sentences

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share and diluted

Basic and diluted net loss per share

The impact of the restatement

on the previously reported condensed consolidated and combined statement of operations for the six months ended June 30, 2024, is as

For the Six Months Ended

June 30, 2024

1 unchanged sentence

Change in fair value of derivative liabilities

Issuance of Common Stock and Warrants

$ ( 103,990 )

Loss on issuance of Common Stock and Warrants

( 17,820,998 )

( 2,769,719 )

( 20,590,717 )

Interest income

1 unchanged sentence

Other income (expense)

Total other expense

Total other income (expense)

( 1,055,202 )

1 unchanged sentence

( 3,928,911 )

Net loss before income tax provision

Net income (loss) before income tax provision

( 7,747,847 )

2 unchanged sentences

Income tax provision

Net Income (loss)

$ ( 7,747,847 )

1 unchanged sentence

$ ( 10,621,556 )

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

Weighted average number of shares of common stock outstanding, basic

Basic net income (loss) per share of common stock

of the restatement on the condensed consolidated and combined statement of operations for the three months ended June 30, 2024 is as

For the Three Months Ended

June 30, 2024

OTHER INCOME (EXPENSE)

Change in fair value of derivative liabilities

$ ( 103,990 )

Loss on issuance of Common Stock and Warrants

Interest income

Interest expense

Other income (expense)

Total other income (expense)

Net income (loss) before income tax provision

Income tax provision

Net Income (loss)

$ ( 103,990 )

Weighted average number of shares of common stock outstanding, basic

Basic net income (loss) per share of common stock

Diluted net income (loss)

$ ( 12,029,950 )

Weighted average number of shares of common stock outstanding, diluted

Diluted net income (loss) per share of common stock

The impact of the restatement on the previously reported condensed

consolidated and combined statement of operations for the nine months ended September 30, 2024, is as follows:

For the Nine Months Ended

September 30, 2024

1 unchanged sentence

Change in fair value of derivative liabilities

Issuance of Common Stock and Warrants

$ ( 2,433,060 )

Loss on issuance of Common Stock and Warrants

( 27,475,797 )

( 3,521,866 )

( 30,997,663 )

Interest income

1 unchanged sentence

Other income (expense)

Total other expense

Net loss before income tax provision

Total other income (expense)

( 3,498,875 )

( 5,954,926 )

( 9,453,801 )

Net income (loss) before income tax provision

( 14,384,526 )

( 5,954,926 )

( 20,339,452 )

Income tax provision

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

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

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

Three Months Ended March 31, 2024

Net Income (loss)

$ ( 14,384,526 )

$ ( 5,954,926 )

$ ( 20,339,452 )

Weighted average number of shares of common stock outstanding, basic

Basic net income (loss) per share of common stock

of the restatement on the condensed consolidated and combined statement of operations for the three months ended September 30, 2024 is

For the Three Months Ended

September 30, 2024

OTHER INCOME (EXPENSE)

Change in fair value of derivative liabilities

$ ( 2,329,070 )

Loss on issuance of Common Stock and Warrants

( 9,654,799 )

( 10,406,946 )

Interest income

Interest expense

Other income (expense)

Total other income (expense)

( 2,443,673 )

( 3,081,217 )

( 5,524,890 )

Net income (loss) before income tax provision

( 6,636,679 )

( 3,081,217 )

( 9,717,896 )

Income tax provision

Net Income (loss)

$ ( 6,636,679 )

$ ( 3,081,217 )

$ ( 9,717,896 )

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

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

The impact of the restatement

on the consolidated and combined statement of operations for the year ended December 31, 2024 is as follows:

For the Year Ended

December 31, 2024

OTHER INCOME (EXPENSE)

Change in fair value of derivative liabilities

$ ( 5,735,883 )

Los on issuance of Common Stock and Warrants

( 30,281,475 )

( 31,033,622 )

Interest income

Interest expense

Other income (expense)

Total other income (expense)

( 12,629,466 )

( 6,488,030 )

( 19,117,496 )

Net income (loss) before income tax provision

( 25,929,003 )

( 6,488,030 )

( 32,417,033 )

Income tax provision

Net Income (loss)

$ ( 25,929,003 )

$ ( 6,488,030 )

$ ( 32,417,033 )

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

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

The impact of the restatement on the previously reported condensed

consolidated and combined statement of changes in stockholders’ (deficit) equity

for the three months ended March 31, 2024, is as follows:

Three Months Ended

March 31, 2024

Total Stockholders’

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

Convertible note – stock issuance loss

Balance at March 31, 2024

( 119,717,769

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

Convertible note – stock issuance loss

Balance at March 31, 2024

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

Convertible note – stock issuance loss

Balance at March 31, 2024

( 122,487,488

The impact of the restatement on the previously reported condensed

consolidated and combined statement of changes in stockholders’ (deficit) equity

for the three and six months ended June 30, 2024, is as follows:

For the Three and Six Months Ended

June 30, 2024

Stockholders’

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

( 25,445,506 )

Convertible note – stock issuance loss

( 29,766,263 )

Balance at March 31, 2024

1 unchanged sentence

( 40,630,758 )

Shares issued from exercise of Series B Warrants

Balance at June 30, 2024

$ ( 97,699,353 )

$ ( 18,160,646 )

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

4 unchanged sentences

( 2,769,719 )

Shares issued from exercise of Series B Warrants

Balance at June 30, 2024

$ ( 103,990 )

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

6 unchanged sentences

( 40,630,758 )

Six Months Ended June 30, 2024

Shares issued from exercise of Series B Warrants

Balance at June 30, 2024

$ ( 100,573,062 )

$ ( 18,160,646 )

The impact of the restatement on the previously reported condensed

consolidated and combined statement of changes in stockholders’ (deficit) equity

for the three and nine months ended September 30, 2024, is as follows:

For the Three and Nine Months

Ended September 30, 2024

Stockholders’

4 unchanged sentences

( 29,766,263 )

Balance at March 31, 2024

( 119,717,769 )

( 40,630,758 )

Shares issued from exercise of Series B Warrants

Balance at June 30, 2024

1 unchanged sentence

( 18,160,646 )

Shares issued from exercise of Series A Warrants

Shares issued from exercise of Series B Warrants

Issuance of common stock for Forward Purchase Agreement

Forward Purchase Agreement – subscription receivable discount

( 6,636,679 )

Balance at September 30, 2024

$ ( 104,336,032 )

$ ( 18,786,644 )

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

2 unchanged sentences

( 2,769,719 )

Balance at March 31, 2024

( 2,769,719 )

Shares issued from exercise of Series B Warrants

Balance at June 30, 2024

Shares issued from exercise of Series A Warrants

Shares issued from exercise of Series B Warrants

Issuance of common stock for Forward Purchase Agreement

( 2,372,232 )

Forward Purchase Agreement – subscription receivable discount

( 3,081,217 )

Balance at September 30, 2024

$ ( 3,081,217 )

$ ( 2,395,919 )

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

3 unchanged sentences

( 32,535,982 )

Balance at March 31, 2024

( 122,487,488 )

( 40,630,758 )

Shares issued from exercise of Series B Warrants

Balance at June 30, 2024

1 unchanged sentence

( 18,160,646 )

Nine Months Ended September 30, 2024

Stockholders’

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

Shares issued from exercise of Series A Warrants

Shares issued from exercise of Series B Warrants

Issuance of common stock for Forward Purchase Agreement

( 2,372,232 )

Convertible note – stock issuance loss

Forward Purchase Agreement – subscription receivable discount

( 9,717,896 )

3 unchanged sentences

$ ( 2,476,160 )

$ ( 18,786,644 )

The impact of the restatement

on the consolidated and combined statement of changes in stockholders’ (deficit) equity for

the year ended December 31, 2024 is as follows:

For the Year Ended

December 31, 2024

Total Stockholders’

As Previously Reported

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

Convertible note – stock issuance loss

( 25,445,506 )

Shares issued from exercise of Series A Warrants

Shares issued from exercise of Series B Warrants

Issuance of common stock for Forward Purchase Agreement

Forward Purchase Agreement – subscription receivable discount

( 25,929,003 )

Balance at September 30, 2024

( 25,929,003 )

Balance at December 31, 2024

$ ( 115,880,509 )

$ ( 22,902,000 )

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

Shares issued from exercise of Series A Warrants

Shares issued from exercise of Series B Warrants

Issuance of common stock for Forward Purchase Agreement

( 2,372,232 )

Convertible note – stock issuance loss

Forward Purchase Agreement – subscription receivable discount

( 6,488,030 )

Balance at September 30, 2024

Balance at December 31, 2024

$ ( 6,488,030 )

$ ( 2,465,345 )

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

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

( 25,445,506 )

Shares issued from exercise of Series A Warrants

Shares issued from exercise of Series B Warrants

Issuance of common stock for Forward Purchase Agreement

( 2,372,232 )

Forward Purchase Agreement – subscription receivable discount

( 32,417,033 )

Balance at December 31, 2024

$ 101,998,956

$ ( 122,368,539 )

$ ( 2,545,586 )

$ ( 22,902,000 )

The impact of the restatement on the previously

reported condensed consolidated and combined statement

of cash flows for the three months ended March 30, 2024, is as follows:

Cash Flows From Operating Activities:

Net income (loss)

$ ( 29,766,263 )

1 unchanged sentence

$ ( 32,535,982 )

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

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and Amortization expense

2 unchanged sentences

Loss on issuance of common stock and warrants

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

There was no impact on net cash used in operating activities or within

any line items within investing and financing activities.

The impact of the restatement on the previously reported condensed

consolidated and combined statement of cash flows for the six months ended June 30,

2024, is as follows:

For the Six Months Ended

June 30, 2024

Cash Flows From Operating Activities:

Net income (loss)

$ ( 7,747,847 )

1 unchanged sentence

$ ( 10,621,556 )

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

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and Amortization expense

4 unchanged sentences

Loss on issuance of common stock and warrants

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

There was no impact on net cash used in operating activities or within

any line items within investing and financing activities.

The impact of the restatement on the previously reported condensed

consolidated and combined statement of cash flows for the nine months ended September 30,

2024, is as follows:

For the Nine Months Ended

September 30, 2024

Cash Flows From Operating Activities:

Net income (loss)

$ ( 14,384,526 )

1 unchanged sentence

$ ( 20,339,452 )

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

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and Amortization expense

5 unchanged sentences

Loss on issuance of common stock and warrants

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

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING

of Presentation and Principles of Consolidation

There was no impact on net cash used in operating activities or within

any line items within investing and financing activities.

Supplemental disclosure of non-cash financing activities:

As a result of the restatement, the Company has disclosed the following

non-cash financing activity for the nine months ended September 30, 2024:

Supplemental disclosure of non-cash financing activities:

Issuance of Common Stock upon the closing of the Merger

Issuance of Common Stock for Forward Purchase Agreement

Stock subscription receivable, net of discount

FPA discount accretion

of the restatement on the consolidated and combined statement of cash flows for the year ended December 31, 2024 is as follows:

For the Year Ended

December 31, 2024

Cash Flows From Operating Activities:

$ ( 25,929,003 )

$ ( 6,488,030 )

$ ( 32,417,033 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and Amortization expense

Stock-based compensation

Equity compensation expense

Non-cash interest expense

Change in fair value of derivative liabilities

( 18,011,100 )

( 12,275,217 )

Loss on issuance of common stock and warrants

There was no impact on net cash used in operating activities or within

any line items within investing and financing activities.

Supplemental disclosure of non-cash financing activities:

As a result of the restatement, the Company has disclosed the following

non-cash financing activity for the year ended December 31, 2024:

Supplemental disclosure of non-cash financing activities:

Issuance of Common Stock upon the closing of the Merger

Issuance of Common Stock for Forward Purchase Agreement

Stock subscription receivable, net of discount

FPA discount accretion

Capitalized interest to principal balance of short-term note payable

Impact of the Restatement on Previously

Issued Unaudited 2025 Interim Financial Statements

The restatement of the Company’s 2024 financial

statements resulted in adjustments to the Company’s opening stockholders’ equity as of January 1, 2025.

The adjustments had

no impact on the Company’s previously issued statements of operations or cash flows for the quarters ended March 31, 2025, June

30, 2025, and September 30, 2025.

The adjustments reflect (i) a reclassification within stockholders’

equity between additional paid-in capital and accumulated deficit related to the fair value remeasurement of the Company’s derivative

warrant liabilities immediately prior to exercise, which did not impact total stockholders’ equity (deficit), net income (loss), or cash

flows for those periods, and (ii) the recognition of APIC and a corresponding stock subscription receivable associated with the issuance

of FPA shares, recorded at the fair value of the shares on the issuance date net of a discount reflecting the present value of the subscription

receivable, which resulted in a loss on issuance of common stock, with no impact total stockholders’ equity (deficit), or cash flows,

and (iii) the recognition of FPA stock subscription receivable discount representing accretion from August 29, 2024 through December 31,

2024, which did not impact total stockholders’ equity (deficit), net income (loss), or cash flows.

Because the restatement only affected the Company’s

opening balances as of January 1, 2025, the Company has presented the impact on the previously issued interim balance sheets for 2025.

Accordingly, the Company has restated the

previously issued interim balance sheets included in the Company’s Quarterly Report on Form 10-Q for the quarters ended March

31, 2025 and September 30, 2025 and Form 10-Q/A for the quarter ended June 30, 2025 to reflect the corrected opening equity

Total Stockholders’

Balance at January 1, 2025 (as previously reported)

$ ( 115,880,509 )

$ ( 22,902,000 )

Correction of prior-period error – warrant remeasurement

( 5,735,883 )

Correction of prior-period error – Issuance of FPA shares

( 2,372,232 )

Correction of prior-period error – FPA subscription receivable discount

Balance at January 1, 2025 (as restated)

( 122,368,539 )

( 2,545,586 )

( 22,902,000 )

Balance at March 31, 2025

( 113,173,909 )

( 2,545,586 )

( 12,183,292 )

( 2,113,859 )

Balance at June 30, 2025

( 115,287,768 )

( 2,545,586 )

( 14,094,102 )

( 4,092,145 )

Balance at September 30, 2025

( 119,379,913 )

( 2,545,586 )

( 17,407,000 )

Additionally, the diluted net income (loss) per

share included in certain periods of the 2025 interim financial information was corrected to apply the treasury stock method to outstanding

For the three months ended March 31, 2025, the six months ended June 30, 2025, and the nine months ended September 30, 2025,

the previously reported diluted net income (loss) per share of $ 3.04 , $ 1.33 , and $ 0.60 should have been $( 0.30 ), $( 0.53 ), and $( 1.12 ),

respectively.

NOTE 3 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Presentation and Principles of

Consolidation

The accompanying audited consolidated

1 unchanged sentence

rules and regulations of the SEC.

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

Consequently, stand-alone financial

statements have not historically been prepared for the Company.

The accompanying financial statements have been prepared from

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

conducted independently from G3.

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

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

entity during the periods presented.

The Company’s financial statements have been prepared under the

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

in the normal course of business for the foreseeable future.

financial statements include the Company entities.

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 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.

Growth Company

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

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

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

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

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

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

stockholder approval of any golden parachute payments not previously approved.

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

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

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

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

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

The Company has elected not to opt out of

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

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

adopt the new or revised standard.

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

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

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

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

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

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

estimates requires management to exercise significant judgment.

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

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

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

Accordingly, the actual results could differ

significantly from those estimates.

The Company has determined that the Chief Executive Officer is its

Chief Operating Decision Maker (the “CODM”).

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

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

and in assessing performance.

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

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

and evaluating financial performance.

The CODM uses consolidated net income (loss) as

Emerging Growth Company

The Company is an “emerging growth company,”

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

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

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

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

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

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

parachute payments not previously approved.

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

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

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

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

The JOBS Act provides that a company

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

any such election to opt out is irrevocable.

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

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

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

This may make comparison

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

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of financial statements in conformity

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

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

during the reporting period.

Making estimates requires management to exercise

significant judgment.

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

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

to one or more future confirming events.

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

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 (loss) as

the measure of segment profit or loss.

4 unchanged sentences

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

and cash equivalents

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

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

Receivable, net of Allowance for Credit Losses

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

The Company recognizes an allowance for credit losses to ensure

accounts receivables are not overstated due to un-collectability.

Bad debt reserves are maintained as warranted for various customers

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

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

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

or financial position.

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, 2025 and 2024.

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.

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.

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

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

financial position.

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

As of December 31, 2025 and 2024, the Company determined that no allowance was required.

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

receivable balance of $ 187,500 from Nubia.

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

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

Pursuant to the Merger Agreement,

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

As of December 31, 2024, following

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

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

The outstanding

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

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

The Company writes-down its inventory for estimated obsolescence

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

about future demand and market conditions.

Other Receivable

During the first quarter of 2024, the Company

advanced $ 302,500 to G3 for transaction costs incurred during the Merger.

As of December 31, 2025 and 2024, the outstanding

balance of other receivables amounted to $ 302,500 .

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.

and Equipment, net

As of December 31, 2025 and 2024, the Company determined that no write off was required.

Property and Equipment, net

Property and equipment are recorded at cost less

5 unchanged sentences

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.

The Company reviews long-lived assets, including property and equipment and definite-lived intangible assets, for impairment

whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

Indicators of impairment

may include significant underperformance relative to historical or projected future operating results, changes in the manner or duration

of use of the asset, adverse changes in business climate, or plans for disposal or restructuring.

an impairment indicator is identified, the Company performs a recoverability test by comparing the carrying amount of the asset group

to the estimated undiscounted future cash flows expected to be generated by the assets.

If the carrying amount exceeds the undiscounted

cash flows, an impairment loss is recognized equal to the amount by which the carrying value exceeds the fair value of the asset group.

The impairment loss is included in operating results in the period it is determined.

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

charges for the year ended December 31, 2025 and 2024.

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:

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

Land improvements 15 years

Machinery & equipment 5 years

Property and equipment consisted of the following

as of December 31, 2025 and 2024:

Land improvements

Building improvements

Machinery and equipment

Total property and equipment

accumulated depreciation

( 3,820,893 )

( 3,630,588 )

Property and equipment, net

Depreciation expense of property and equipment

was $ 190,305 and $ 224,616 for the year ended December 31, 2025 and 2024, respectively.

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

The Company’s

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

Issued patents are carried at cost less accumulated

amortization.

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

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

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;

Net unissued and issued patents were $ 1,155,195

and $ 836,428 as of December 31, 2025, respectively;

and $ 1,110,815 and $862,014 as of December 31, 2024, respectively.

The Company assesses the carrying

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

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

Amortization expense for the patents included in the consolidated and

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

Future amortization expense

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

The Company 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, 2025 and 2024.

assets consisted of the following as of December 31, 2025 and 2024:

Issued patents

Gross carrying amount

accumulated amortization

Issued patents, net

Patents pending (not amortized)

Total intangible assets, net

Amortization expense for the patents included

in the consolidated and combined statements of operations was $ 104,137 and $ 125,893 for the years ended December 31, 2025 and 2024.

Future amortization expense for the patents over the next five years is anticipated to be approximately $ 105,000 per year.

The Company determines whether an arrangement

9 unchanged sentences

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

on the consolidated balance sheet.

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

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

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

The Company had no right-of-use assets

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

of Foreign Currencies

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

In accordance with Financial Accounting Standards

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

Taiwan subsidiary are translated to U.S.

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

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

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

foreign business is sold or substantially liquidated.

Foreign currency translation adjustments for the periods presented in these financial

statements were not material.

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

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

Revenues are recognized at

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

and Development

research and development costs are expensed as incurred.

General and Administrative Expenses

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

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

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

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

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

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

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

and consultants.

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

Shares subject to stock

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

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

The incentive plan also includes

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

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

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

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

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

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

the vesting period of the respective award.

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

option agreement as determined by the plan administrator.

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

incentive plan, up to a maximum of ten years.

Forfeitures are accounted for as they occur.

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

awards using the straight-line method.

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

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

Compensation expense related to awards with market-based vesting conditions

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

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

The Company lacks

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

The Company therefore estimates

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

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

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

The risk-free

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

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

approximately equal to the expected term of the award.

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

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

on the consolidated and combined 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 and combined balance sheet.

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

The Company had no right-of-use assets or lease liabilities recorded on its consolidated and combined balance sheets as of December

31, 2025, and 2024.

Foreign Operations

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.

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.

currency translation adjustments for the periods presented in these financial statements were not material.

During prior reporting periods, the Company’s

research and development facility in Taiwan, operating as an extension of the Dayton, Ohio R&D team and focused on silicon anode technology

During the three months ended March 31, 2025,

the Company ceased research and development operations at its Taiwan location.

The results of operations for this location were immaterial

to the Company’s consolidated and combined financial statements for all periods presented.

No material exit or disposal

costs were incurred in connection with the shutdown.

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.

and development expenses consist primarily of personnel expenses, including salaries, benefits, third party technology validation testing,

equipment, engineering, maintenance of facilities, data analysis, and materials.

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.

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 is 190,000 .

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) 190,000 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.

are accounted for as they occur.

The Company accounts for stock-based compensation

in accordance with ASC 718, Compensation—Stock Compensation.

Stock-based compensation expense for restricted stock units is measured

based on the grant-date fair value of the awards and recognized as expense over the requisite service period, which is generally the vesting

The Company has elected to use the accelerated attribution method, under which each vesting tranche of an award is treated as

a separate award and expensed over its respective vesting period.

Compensation expense is recognized only for those awards expected to

vest, with forfeitures estimated at the grant date and adjusted prospectively, if necessary.

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

Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term

of the award.

Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does

not expect to pay any cash dividends in the foreseeable future.

The Company follows the asset and liability method

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

ASC 740 prescribes a recognition threshold and a measurement attribute

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

For those benefits

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

The Company recognizes

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

The Company recognized an uncertain tax position

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

The Company is currently

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

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

The Company files income and franchise tax returns with the United

States, Texas, and Ohio.

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

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

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

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

As of December 31, 2025 and 2024, the Company recognized an uncertain tax position of approximately $ 0.4 million and $ 0.2 million, respectively,

reflected as a reduction of the Company’s gross deferred tax asset.

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, 2025, all tax years since the 2021 inception year are subject to examination for U.S.

federal and state purposes.

The Company’s

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

Income (Loss) per Common Stock

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

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

for the period.

The calculation of diluted income (loss) per

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

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

change over the next twelve months.

In July 2025, the One

Big Beautiful Bill Act (Public Law 119-21) was enacted.

The Company recognized the income tax effects of the legislation in the period

of enactment in accordance with ASC 740.

The legislation did not have a material impact on the Company’s consolidated and combined

financial statements for the year ended December 31, 2025.

The Company will continue to evaluate the impact of the legislation on future

Net (Loss) per Common Stock

The Company complies with accounting and disclosure

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

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

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

The calculation of diluted (loss) per share

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

31, 2025 and 2024.

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31, 2025 and 2024.

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.

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, 2025:

HBC Holdback Shares

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Warrants - Series A

Stock-based compensation - equity awards

Stock-based compensation - warrants

Total common stock equivalents excluded from dilutive loss per share

The following table presents potentially dilutive

common stock equivalents that have been excluded from the calculation of dilutive loss per share as their inclusion would be anti-dilutive

at December 31, 2024:

HBC Holdback Shares

Warrants – Public

Warrants – Private

Warrants - Series A

Warrants - Series C

Warrants - Series D

Stock-based compensation - equity awards

Arbor Lake Strategic Cooperation Consulting Agreement

HBC Earnout Shares

Total common stock equivalents excluded from dilutive loss per share

No common stock equivalents have been excluded from the calculation

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

Concentration

of Credit Risk

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

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

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.

Value of Financial Instruments

Fair Value of Financial Instruments

Fair value is defined as the price that would

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

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

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

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

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

This assessment is conducted at the time of warrant

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

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

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

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

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

The Company accounts for the outstanding public warrants

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

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

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

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

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

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

criteria under ASC 815-40.

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

The resulting

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

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

the Company’s consolidated and combined statements of operations.

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

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.

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 issued in connection with the March 2024 private placement financing (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 the Black-Scholes options pricing model to determine the fair value of the Series A and Series B warrants, and a

Monte Carlo simulation model to determine the fair value of the Series C and Series D warrants.

The resulting fair value is recorded as

a derivative liability on the consolidated and combined 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.

or liability-classified instruments based on an assessment of the FPA specific terms and applicable authoritative guidance under FASB

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

The assessment considers 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 has determined that the FPA does not

meet all of the criteria for equity classification under ASC 815, as the FPA fails the fixed-for-fixed test under ASC 815-40 due to the

bi-weekly Reset Price mechanism, the Dilutive Offering Reset provision, and the VWAP Trigger Event, each of which creates variability

in the settlement amount that is not purely a function of the Company’s own stock price.

Accordingly, the FPA is classified as a liability-classified

derivative instrument, recorded at fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter.

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

The resulting

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

The Company records changes in the fair

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

consolidated and combined statements of operations.

Adopted Accounting Standards

The resulting fair value is recorded as a

derivative liability on the consolidated and combined 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.

Upon the issuance of shares in connection with

the FPA, the Company recognizes (i) an increase to APIC measured at the fair value of the FPA at the time of share issuance, (ii) a corresponding

stock subscription receivable of equal amount as a contra-equity component within stockholders’ equity (deficit), representing the present

value of the consideration receivable for the shares issued, and (iii) a loss on issuance of common stock within Other Income (Expense)

representing the difference between the face value of the stock subscription receivable and its present value at the issuance date.

discount between the face value and present value of the stock subscription receivable is accreted using the effective interest method

over the remaining term of the FPA, with each period’s accretion recorded as an increase to both the stock subscription receivable and

APIC within stockholders’ equity (deficit).

The stock subscription receivable is presented as a reduction to total stockholders’ equity

(deficit) and is relieved as Optional Early Termination proceeds are received from the Forward Purchase Investor.

Reverse Stock Split

2025, the Company effected a 1-for-50 reverse stock split of its common stock.

As a result, each 50 shares of common stock issued and

outstanding immediately prior to the reverse split were converted into one share of common stock.

Additionally, this transaction resulted

in a reclassification of $ 13,311 from common stock to additional paid-in capital during the period ended March 31, 2025.

The reverse stock

split did not change the total number of authorized shares or the par value of the common stock.

During the three month period ended June

30, 2025, the Company paid cash of approximately $ 460 to shareholders in lieu of issuing fractional shares.

In accordance with SEC Staff

Accounting Bulletin Topic 4C, all share and per-share amounts in the accompanying consolidated and combined financial statements and notes

have been retroactively adjusted to reflect the reverse stock split for all periods presented.

Recently Adopted Accounting Standards

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

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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,

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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.

Effective January 1, 2025, the Company adopted ASU 2023-09.

The adoption of ASU

2023-09 did not have a material impact on the Company’s consolidated and combined financial statements.

The adoption affected disclosures,

such as expanded income tax disclosures, and did not impact the Company’s financial position, results of operations, or cash flows.

See Note 11 – Income Taxes to the consolidated and combined financial statements for additional information.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting

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15, 2027, with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial

statements and related disclosures.

— RECAPITALIZATION

discussed in Note 1, the Merger was accounted for as a common control transaction with respect to HBC which is akin to a reverse recapitalization.

the Closing, the Company received net proceeds of $ 17,555 after deducting transaction costs.

The following table reconciles the elements

of the Merger to the consolidated and combined statements of cash flows and the consolidated and combined statements of changes in stockholders’

The Company is currently evaluating the effect this standard will have on its consolidated and

combined 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:

received from NUBI Trust

Cash received from NUBI Trust

discount payment related to Non Redemption Agreement

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( 8,948,009 )

cash received from NUBI Trust

Net cash received from NUBI Trust

cash from NUBI operating account

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( 4,086,172 )

recapitalization, net

Reverse recapitalization, net

( 24,793,160 )

number of shares of common stock issued immediately following the consummation of the Merger were:

common stock, outstanding prior to the closing of the Merger

issued to Nubia convertible noteholders

stock immediately after the closing of the Merger

number of Predecessor HBC shares as follows:

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

Shares issued to Nubia convertible noteholders

Predecessor HBC Shares

Common stock immediately after the closing of the Merger

The number of Predecessor

HBC shares as follows:

shareholders of

In connection with Nubia’s

initial public offering in 2022, 6,175,000 public warrants and 5,405,000 Private Warrants were issued, all of which remain outstanding

and became warrants for the Common stock in the Company.

The Company evaluated the IPO warrants and determined that it is a freestanding

equity-linked contract within the scope of ASC 815-40.

Based on this guidance, the Company concluded that the IPO warrants qualify for

equity classification.

Holdback Shares

initial public offering in 2022, 123,500 public warrants and 108,100 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

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Lien is not released prior to closing.

Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part

of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing.

Note 6 for further discussion regarding Holdback Shares related to the G3 Tax Lien.

As of the Merger closing and year-end, the G3 Tax

Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares have not been issued.

Earnout Arrangement

As noted in Note 1, in connection with the Merger, HBC shareholders

are entitled to up to 22,500,000 shares if certain post merger per share market prices are achieved.

The Company evaluated the Earnout

Arrangement and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40.

Based on this guidance, the

Company concluded that the Earnout Arrangement qualifies for equity classification.

As the merger has been accounted for as a reverse

recapitalization, the fair value of the Earnout Arrangement has been accounted for as an equity transaction as of the Closing Date of

The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Arrangement at the date

of the merger, which included the following assumptions:

stock price of $ 4.53 , risk free rate of 3.98 %, volatility of 85 %, dividends yield

of 0 % and duration of 4 years.

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

had been earned by G3.

5 — FOREIGN OPERATIONS

The foreign subsidiary of the Company, a research and development facility

based in Taiwan, operating as an extension of the Dayton, OH R&D team working on silicon anode technology advancement, represented

$ 18,290 and $ 24,132 of total assets, and $ 22,053 and $ 62,753 of total liabilities as of December 31, 2024 and December 31, 2023, respectively.

Of the total assets, property and equipment totaled $ 5,454 and $ 14,500 as of December 31, 2024 and December 31, 2023, respectively.

were no revenues recognized by the foreign subsidiary for the year ended December 31, 2024 and 2023.

Total expenses incurred by the foreign

subsidiary were $ 312,804 , and $ 282,661 for the years ended December 31, 2024 and 2023, respectively.

6 — RELATED PARTIES

Contributions from Global Graphene Group (“G3”)

Specifically, 4,000 shares of Solidion common stock, issuable to the HBC shareholders as part of

the Merger Consideration at or following closing, depending on whether the G3 Tax Lien was settled by G3 prior to closing.

for further discussion regarding Holdback Shares related to the G3 Tax Lien.

As of the Merger closing and the year ended December 31,

2025, the G3 Tax Lien remained unresolved by G3, and the 4,000 holdback shares had not been issued as of December 31, 2025.

HBC Earnout Arrangement

As noted in Note 1, in

connection with the Merger, HBC shareholders are entitled to up to 450,000 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

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 $ 226.50 , risk free rate of 3.98 %, volatility

of 85 %, dividends yield of 0 % and duration of 4 years.

On October 9, 2025, the Company issued 450,000

shares of its common stock to G3 pursuant to the earnout provisions of the Merger Agreement.

These shares represent the full amount of

the Earnout Shares described above.

See Note 1 for more details.

NOTE 5 — RELATED PARTIES

Capital Contributions from Global Graphene Group (“G3”)

G3, a significant shareholder of the Company,

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The total capital contributions from G3

amounted $ 487,273 and $ 3,823,657 for the year ended December 31, 2024 and 2023, respectively.

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

of $ 187,500 from Nubia.

This balance originated from cash advances made by Global Graphene Group (“G3”) on behalf of the Battery

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

Pursuant to the Merger Agreement,

the Battery Group was responsible for funding 50 % of this additional trust funding requirement.

As of December 31, 2024, following the

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

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

The outstanding

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

Services Agreement

Effective February 2, 2024, the Company entered into a shared services

agreement (the “SSA”) with G3, under which G3 agreed to provide certain services, including employees, office space and use

of equipment, and the Company agreed to pay for such services on a monthly basis.

The SSA is subject to typical conditions and may be

terminated by either party upon written notice.

The management and board continues to monitor the SSA and all other related party transactions

to uphold transparency and protect shareholder interests.

Expenses incurred related to the SSA services and employees were $ 170,105 and

$ 576,309 , respectively for the year ended December 31, 2024.

There were $ 10,000 in amounts outstanding as of December 31, 2024.

to Related Party

the merger closing process, G3 incurred certain transaction expenses that were due to be reimbursed by the Company after the Closing

Date, as per the Business Combination Agreement.

These expenses included legal, advisory and audit fees directly associated with facilitating

The total amount due to G3 was $ 879,985 as of the Closing Date.

Additionally,

at the time of the merger close, the Company had an outstanding payable related to the monthly administrative services support fees due

to Mach FM Corp, an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia.

This fee covered office space, utilities, and secretarial

and administrative support provided by Mach FM to support Nubia’s operating activities.

The outstanding balance payable to Mach

FM amounted to $ 88,979 as of the Closing Date.

During the year ended December 31, 2024, the Company repaid $ 879,985

due to related parties.

Amounts outstanding as of December 31, 2024 to G3 and Mach FM Corp were $ 0 and $ 87,873 , respectively.

Consideration

At Closing, the G3 Tax Lien has not been settled

by G3 and as of December 31, 2024, the 200,000 Holdback Shares have not been issued.

The contingent consideration represents a potential

obligation that would become released only upon G3 settling its G3 Tax Lien.

See Note 4 further discussion regarding Holdback Shares related

to the G3 Tax Lien.

of the Closing Date, the Company recorded a fair value of $ 906,000 for the 200,000 Holdback Shares, which was accounted for as an equity

7 — COMMITMENTS AND CONTINGENCIES

time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business.

Company accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably

Management believes that there are no claims against us for which the outcome is expected to have a material effect on our

financial position, results of operations or cash flows.

Settlement and Dismissal of Meteora Lawsuit

On July 17, 2024, plaintiffs Meteora Capital Partners

LP, Meteora Select Trading Opportunities Master LP, and Meteora Strategic Capital LLC filed a lawsuit against Solidion Technology, Inc.

in the Delaware Chancery Court (Case No.

2024-0752-LWW).

The lawsuit sought specific performance and monetary damages related to the FPA.

On August 29, 2024, the Company and the Seller

entered into an amendment to the FPA (the “Amendment”).

Concurrently, the parties signed and filed a joint stipulation for dismissal

with prejudice of the lawsuit (the “Stipulation”).

Under the terms of the Stipulation, the Company agreed to issue 12,393,002

common shares to the Seller, consisting of 9,543,002 Additional Shares and 2,850,000 Share Consideration shares, within five business

days of the Stipulation’s entry and pay the Seller’s reasonable and documented attorney’s fees related to the lawsuit, up to $ 65,000 .

On September 9, 2024, the Company and the Seller

filed the Stipulation in the Delaware Chancery Court, formally resolving the litigation.

See Note 10 FPA amendment and resolution of

lawsuit for more details.

The Internal Revenue Service has placed a federal tax lien on all the

property and rights to property belonging to G3 which would include any proceeds from sale of property assets included in the financial

statements of the Company.

amounted to $0 and $ 487,273 for the year ended December 31, 2025 and 2024, respectively.

Other Receivable

During the three months ended March 31, 2024,

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, 2025 and 2024, respectively.

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 were $ 265,126

and $170,105 respectively for the years ended December 31, 2025 and 2024.

Expenses incurred related to the SSA employees were $ 394,213

and $ 576,309 , respectively for the years ended December 31, 2025 and 2024.

There were $ 209,979 and $ 10,000 in amounts outstanding as of

December 31, 2025 and 2024, respectively.

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.

During the year ended December 31, 2024, the Company repaid the $ 879,985 due to G3.

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

As of December 31, 2025 and 2024, amounts outstanding

to G3 were $ 0 , and amounts outstanding to Mach FM Corp were $ 87,873 .

Contingent Consideration

At Closing, the G3 Tax Lien has not been settled by G3 and as of December

31, 2025, the 4,000 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 4,000 Holdback Shares, which was accounted for as an equity transaction.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved

in lawsuits, claims or legal proceedings that arise in the ordinary course of business, including proceedings related to the Company’s

obligation to register shares for public offering.

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.

The Internal Revenue Service has placed a federal

tax lien on all the property and rights to property belonging to G3 which would include any proceeds from sale of property assets included

in the financial statements of the Company.

The lien relates to unpaid federal income taxes for 2017.

Inclusive of interest, the balance owed is approximately

$ 2,035,000 as of March 2025.

As disclosed in Note 4, the Company and G3 included

a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax

Lien is not released prior to closing.

Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part

of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing.

of the Merger closing and year-end, the G3 Tax Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares

have not been issued.

G3 Tax Lien represents a potential obligation that would become payable only upon the sale of the building.

As the timing and likelihood

of such a sale are uncertain and there are no immediate plans to sell, the Company has not recorded a liability on the balance sheet

for this contingent obligation.

Should the Company decide to sell the building in the future, this lien may need to be settled from the

proceeds of the sale, which could impact the net cash inflow from such a transaction.

The Company will continue to monitor the situation

and will recognize a liability in the financial statements if and when it becomes probable that the building will be sold and the lien

will need to be satisfied.

Cooperation Consulting Agreement

September 11, 2024, the Company amended an existing Strategic Cooperation Consulting Agreement (the “Consulting Agreement”)

by and between the Company and Arbor Lake Capital Inc.

(the “Advisor”), pursuant to which the Company retained the Advisor

as its consultant to provide non-exclusive consulting services in connection with the Company’s commercial and strategic business

development including but not limited to sales and market development, business partnership, joint-venture, alliance, licensing and supply

In accordance with the terms of the Consulting Agreement, the Advisor shall be entitled to receive the consulting fees as

● 2,000,000 shares of the Company’s common stock as a retainer upon the signing of the Consulting Agreement;

● Any licensing agreement that results in a commercial/strategic partner(s) acquiring a license from the Company shall entitle the Advisor to 3 % (three percent) of upfront licensing revenue, plus 2 % (two percent) of annual loyalty revenue from the commercial/strategic partner(s) for the first three years;

● Any commercial/strategic cooperation in which the Company would distribute, resell or become a licensee of the commercial/strategic partner, the Company shall pay to the Advisor 0.4 % of the revenue generated by the Company under such agreement for the first three years beginning with the first date that the commercial/strategic partner delivers the first product;

● For any sales/purchase of Company products in excess of $2,000,000 annually or similar agreements with commercial/strategic partner(s) resulting from the services rendered hereunder to the Company shall accrue compensation to the Advisor as follows:

2% (two percent) of sales/purchase value up to $5 million of the Company from the Commercial/Strategic Partner(s), plus 1.5% (one and half percent) of sales/purchase value above $5 million of the company from the Commercial/Strategic Partner(s);

any other commercial/strategic cooperation including but not limited to partnership, joint-venture,

alliance, and supply cooperation, the compensation will be further discussed and agreed upon

by the parties when such cooperation commences.

● The term of the Consulting Agreement shall continue until the performance by each party of its respective obligations thereunder shall have been satisfied.

Either party may terminate the relationship upon mutual agreement after 12 months upon the effective date of the Consulting Agreement.

As the 2,000,000 shares are fully earned upon

the signing of the agreement, the Company recorded an expense within Selling, General, and Administrative expenses on the Company’s

consolidated and combined statements of operations of $ 700,000 based on the stock price on the signing date.

Registration Rights Agreement

Pursuant to the Registration Rights Agreement,

dated August 30, 2024 (the “Agreement”), between the Company and the purchasers of privately placed securities (the “Purchasers”),

the Company was obligated, among other things, to file a registration statement to register the resale of such securities and to have

the Securities and Exchange Commission declare the registration statement effective by certain deadlines specified in the Agreement.

of December 31, 2024, the Company had not met these deadlines.

As a result, the Company recorded an expense of $ 240,000 within Selling,

General, and Administrative Expenses on its consolidated and combined statements of operations.

If the Effectiveness Failure were

to continue, the liquidated damages would be limited to approximately $ 400,000 plus interest calculated in accordance with the Agreement.

8 — STOCKHOLDERS’ EQUITY (DEFICIT)

Inclusive of interest, the balance

owed is approximately $ 2,200,000 as of December 31, 2025.

As disclosed in Note 3, 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, 4,000 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

through December 31, 2025, the G3 Tax Lien remained unsettled by G3 and as of December 31, 2025, the 4,000 holdback shares have not been

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.

NOTE 7 — 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, 2025 and 2024, there were no shares of preferred stock issued

or outstanding.

The Company is authorized to issue 300,000,000

shares of preferred stock with a par value of $ 0.0001 per share.

As of December 31, 2024 and 2023, there were no shares of preferred

stock issued or outstanding.

The Company is authorized to issue 300,000,000 shares of common stock

with a par value of $ 0.0001 per share.

shares of common stock with a par value of $ 0.0001 per share.

Holders of common stock are entitled to one vote for each share.

As of December 31, 2024 and 2023,

respectively, there were 131,697,982 and 69,800,000 (adjusted for reverse recapitalization) shares of common stock issued and outstanding,

respectively.

On March 13, 2024, Solidion entered into a private placement transaction

(the “March Private Placement”), pursuant to a Securities Purchase Agreement (the “March Subscription Agreement”)

with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $ 3,850,000 .

The issuance costs associated

with the March Private Placement, including fees to the placement agent and other expenses, totaled $ 522,867 , of which $ 262,064 was allocated

to the issuance of March Private Placement common stock and $ 260,803 was allocated to the issuance of series A and B warrants.

Private Placement closed on March 15, 2024.

As part of the March Private Placement, the Company issued an aggregate

of 5,133,332 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 0.75 per unit (less $ 0.0001 per

pre-funded unit).

Each Unit consists of (i) one share of Solidion Common Stock, (ii) two Series A warrants (“Series A Warrants”)

each to purchase one share of Common Stock, and (iii) one Series B warrant (“Series B Warrants”) to purchase such number of

shares of Common Stock as determined on the reset date, and in accordance with the terms therein.

On August 30, 2024, the Company entered into a private placement transaction

(the “August Private Placement”), pursuant to a Securities Purchase Agreement (the “August Subscription Agreement”)

with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $ 4,000,000 .

The issuance costs associated

with the August Private Placement, including fees to the placement agent and other expenses, totaled $ 380,001 , of which $ 157,435 was allocated

to the issuance of August Private Placement common stock and $ 222,566 was allocated to the issuance of Series C and D warrants.

Private Placement closed on September 5, 2024.

The Company used the net proceeds from the August Private Placement for working capital

and general corporate purposes.

As part of the August Private Placement, the Company issued an aggregate

of 12,217,468 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 0.3274 per unit.

Each Unit consists

of (i) one share of common stock, par value $ 0.0001 per share of the Company (the “Common Stock”) (or one pre-funded warrant

to purchase one share of Common Stock (the “Pre-Funded Warrant”)), (ii) two Series C warrants each to purchase one share of

Common Stock (the “Series C Warrant”) and (iii) one Series D warrant to purchase such number of shares of Common Stock as

determined on the Reset Date (as defined below), and in accordance with the terms therein (the “Series D Warrant” and together

with the Pre-Funded Warrant and the Series C Warrant, the “Warrants”).

The Company accounts for the outstanding PIPE Warrants as liability-classified

instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under

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

The resulting fair value

is recorded as a Derivative liability on the combined and consolidated balance sheets, and records changes in the fair value of the PIPE

Warrants as a non-cash other income (expense) within Change in fair value of derivatives account on the Company’s consolidated

and combined statements of operations.

December 31, 2025 and 2024, there were 7,465,283 and 2,633,956 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 .

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 102,667 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 37.50 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 244,349 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 16.37 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 the Black-Scholes options pricing model to determine the fair value of the Series A and Series B warrants, and

a Monte Carlo simulation model to determine the fair value of the Series C and Series D warrants.

The resulting fair value is recorded as a Derivative liability on the consolidated and combined 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 8 — WARRANTS

Warrants – Public Warrants

In connection with Nubia’s initial public offering in 2022,

6,175,000 public warrants were issued, entitling holders to purchase one share of common stock at an exercise price of $ 11.50 per share,

subject to adjustment.

IPO Warrants – Public Warrants

In connection with Nubia’s initial public

offering in 2022, 123,500 public warrants were issued, entitling holders to purchase one share of common stock at an exercise price of

$ 575.00 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

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 $ 0.50 per warrant,

with at least 30 days’ prior notice, if the common stock trades at or above $ 900.00 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.

Warrants – Private Warrants

In connection with Nubia’s initial public offering in 2022, 5,405,000

Private Warrants were issued.

Except as described below, the Private Warrants have terms and provisions

that are identical to those of the public warrants, including as to exercise price, exercisability and exercise period.

The Private Warrants

will be exercisable on a cashless basis and will not be redeemable by us so long as they are held by the holders of the private warrants

or their permitted transferees.

The holders of the Private Warrants or their permitted transferees have the option to exercise the private

warrants on a cashless basis.

If the Private Warrants are held by holders other than the holders of the Private Warrants and their permitted

transferees, the Private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in

the units being sold in the Company’s initial public offering.

If exercised on a cashless basis, holders will receive shares of common

stock based on the difference between the warrant exercise price and the fair market value of the stock.

Fair market value is determined

as the average last sale price of the common stock over the 10 trading days ending on the third trading day before the exercise notice

The reason that The Company have agreed that these warrants will be exercisable on a cashless basis so long as they are held by

the holders of the Private Warrants and their permitted transferees is because it is not known at this time whether they will be affiliated

with us following an initial business combination.

If they remain affiliated with us, their ability to sell the Company’s securities

in the open market will be significantly limited.

The Company has policies in place that prohibit insiders from selling the Company’s

securities except during specific periods of time.

Even during such periods of time when insiders will be permitted to sell the Company’s

securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information.

Accordingly, unlike public stockholders who typically could sell the shares of common stock issuable upon exercise of the warrants freely

in the open market, the insiders could be significantly restricted from doing so.

As a result, The Company believes that allowing the

holders to exercise such warrants on a cashless basis is appropriate.

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.

IPO Warrants – Private Warrants

In connection with Nubia’s initial public

offering in 2022, 108,100 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

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.

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.

The Company evaluated the Private Warrants and

determined that it is a freestanding equity-linked contract within the scope of ASC 815-40.

Based on this guidance, the Company concluded

that the Private Warrants qualify for equity classification.

Series A and Series B Warrants

The Series A and Series B Warrants issued in conjunction with the March

Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance,

with remeasurement in each subsequent period.

As such, on the date of issuance the Company allocated the proceeds between the common stock,

Series A Warrants and Series B Warrants first to the fair value of the Series A Warrants and Series B Warrants, which were recorded as

The 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.

Certain prior-period amounts presented in this footnote related to

the change in fair value of derivative liabilities have been restated to reflect the correction of an error related to the accounting

for the Series A and Series B warrant exercises.

See Note 2 – Restatement and Correction of Errors in Previously Reported Consolidated

Financial Statements for additional information.

The Company used a Monte Carlo analysis to determine

4 unchanged sentences

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

the difference was recorded as a loss from issuance of common 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.

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 $ 2,047,817 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 274,858

and 114,992 common shares from exercise of Series A and Series B warrants, respectively.

As of December 31, 2024, 167,976 Series A Warrants

and no Series B Warrants remained outstanding.

On May 12, 2025, the Company effected a 1-for-50

reverse stock split of its common stock.

Following the reverse split, the 5-day reset period ended on May 19, 2025, with the lowest 5-day

VWAP on May 14, 2025, being $ 3.0951 .

Consequently, the reset price was established at $ 3.0951 , and the Series A Warrants held by investors

were reset to 810,389 shares.

The Series B Warrants were not subject to a post-split reset because no Series B Warrants were outstanding

at the time the reverse stock split became effective.

The fair value of the Series A and Series B Warrants as of December

31, 2025, was $ 3,383,900 and $ 0 , respectively.

The Company recorded non-cash loss from changes in the fair value of derivative liabilities

related to the Series A and Series B Warrants of $ 2,232,886 for the year ended December 31, 2025.

As of December 31, 2025, investors had

exercised 591,145 Series A Warrants and 114,992 Series B Warrants, resulting in the issuance of 670,137 common shares.

As of December

31, 2025, 508,857 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

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

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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.

the difference was recorded as a loss from issuance of common 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 non-cash loss of $ 4,258,450 during the year

ended December 31, 2024.

There were no Series C Warrants and Series D Warrants exercised as of December 31, 2024.

NOTE 10 — FORWARD PURCHASE AGREEMENT AND NON REDEMPTION AGREEMENT

Purchase Agreement

On December 13, 2023, Nubia entered into the FPA with Meteora Capital

Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively, the “Seller”

or “Forward Purchase Investors”).

For purposes of the FPA, Nubia is referred to as the “Counterparty” prior to

the consummation of the Merger, while Solidion Technology, Inc.

On May 12, 2025, the Company effected a 1-for-50

reverse stock split of its common stock.

Following the reverse split, the 5-day reset period ended on May 19, 2025, with the lowest 5-day

VWAP on May 14, 2025, being the price floor of $ 3.25 .

Consequently, the reset price was established at $ 3.25 , and the Series C Warrants

held by investors were reset to 2,461,538 shares.

The Series D warrants were not subject to a post-split reset based on the terms of the

On October 8, 2025, Madison

Bond LLC and Bayside Project LLC (together, the “New Holders”) purchased all of the outstanding Series C and Series D Warrants

previously issued by the Company pursuant to the August Subscription Agreement.

Immediately thereafter, the Company exercised its rights

under the August Subscription Agreement to convert all remaining unexercised portions of the Series C and Series D Warrants into shares

of common stock at a ratio of one share per warrant.

On October 24, 2025, the New Holders received 3,447,957 shares of the Company’s

common stock.

On December 8, 2025,

the Company entered into an agreement with Anson Investments Master Fund LP (“Anson”), pursuant to which it issued 240,400

shares of common stock to Anson in exchange for the termination of all warrants and other obligations of the Company under the Securities

Purchase Agreement, dated as of August 30, 2024.

Immediately prior to

the conversions, the Company remeasured the fair value of the Series C and Series D Warrants.

Upon conversion and cancellation of the

warrants, the related derivative liability was derecognized, and the resulting change in fair value was recognized in the Company’s

consolidated and combined statements of operations within change in fair value of derivative liabilities.

The fair value of the Series

C and Series D Warrants was $ 0 as of December 31, 2025, as all Series C and Series D Warrants had been converted into shares of the Company’s

common stock and were no longer outstanding.

The Company recorded

a non-cash loss from changes in the fair value of derivative liabilities related to the Series C and Series D Warrants of $ 31,033,241

for the year ended December 31, 2025.

As of December 31, 2025, investors had exercised 3,688,357 Series A and Series B Warrants, resulting

in the issuance of 3,447,957 shares of common stock and the pending issuance of 240,400 shares of common stock.

No Series C or Series

D Warrants remained outstanding as of December 31, 2025.

On February 5, 2026, the Company issued the 240,400 shares of its common stock

to Anson pursuant to this agreement.

NOTE 9 — FORWARD PURCHASE AGREEMENT NON

REDEMPTION AGREEMENT AND PRIVATE PLACEMENT FINANCING

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”

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terms in the FPA previously filed with the SEC.

Pursuant to the terms of the Forward Purchase Agreement, Seller intends,

but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase

up to 9.9 % of the total Class A ordinary shares, par value $ 0.0001 per share (“Additional Shares”) outstanding following the

closing of the Merger, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller

separately from third parties through a broker in the open market (“Recycled Shares”).

Seller will not be required to purchase

an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would exceed 9.9 % of the total NUBI Shares

outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9 % ownership limitation.

The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase

Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

The FPA provides for a prepayment shortfall equal to 0.50 % of the product

of Recycled Shares and the Initial Price.

The Seller may conduct Shortfall Sales at its discretion to recover this shortfall without triggering

early termination obligations.

The Prepayment Amount payable to the Seller is calculated based on the number of shares purchased and the

redemption price, less any prepayment shortfall, and is funded from the Counterparty’s Trust Account.

Additionally, up to 200,000

shares may be purchased at the Initial Price.

Following the Closing, the reset price (the “Reset Price”)

was initially the Initial Price.

The Reset Price will be subject to reset on a bi-weekly basis commencing the first week following the

thirtieth day after the closing of the Merger to be the lowest of (a) the then current Reset Price, (b) the Initial Price and (c) the

VWAP Price of the Shares of the prior two weeks;

provided the Reset Price shall be subject to reduction upon a Dilutive Offering Reset

immediately upon the occurrence of such Dilutive Offering.

The Seller also retains the right to terminate part or all of the transaction

through Optional Early Termination (OET) by providing notice, with corresponding payment obligations based on the Reset Price.

The Valuation Date for settlement occurs at the earlier of three years

post-Merger, specified adverse events (e.g., delisting or registration failure), or at the Seller’s discretion.

Upon settlement,

adjustments may be made in cash or shares, depending on the circumstances.

The Seller has waived redemption rights for Recycled Shares, which

may impact the overall redemption levels and market perception of the Merger.

The FPA complies with tender offer regulations, including

Rule 14e-5 under the Securities Exchange Act of 1934.

On February 2, 2024, upon consummation of the Merger, NUBI made a payment

to each Forward Purchase Investor in respect of their respective Recycled Shares.

This payment totaled 7,352 shares and included a cash

payment of $ 80,241 released from the trust account.

The payment was calculated as an amount equal to (a) the number of Recycled Shares

multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate

of Incorporation, effective as of March 10, 2023, as amended from time to time (the “Certificate of Incorporation”), less

(b) the prepayment Shortfall.

Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors of $ 2,193,800 from

the trust account as reimbursement for the 200,000 consideration shares.

On January 17, 2024, the Company received a Pricing Date Notice from

the Forward Purchase Investors specifying 5,838,537 Additional Shares.

On March 22, 2024, the Company received an amended Pricing Date

Notice revising the total number of Additional Shares to 8,038,537 .

On June 11, 2024 the Company received an amended Pricing Date Notice

revising the total number of Additional Shares to 9,543,002 .

On August 29, 2024, the Additional Shares were issued to the Forward Purchase

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

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 4,000 shares may be purchased at the Initial Price.

Following the Closing,

the reset price (the “Reset Price”) was initially the Initial Price.

The Reset Price will be subject to reset on a bi-weekly

basis commencing the first week following the thirtieth day after the closing of the Merger to be the lowest of (a) the then current Reset

Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks;

provided the Reset Price shall be subject to

reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.

The Seller also retains the right

to terminate part or all of the transaction through Optional Early Termination (OET) by providing notice, with corresponding payment obligations

based on the Reset Price.

The Valuation Date for

settlement occurs at the earlier of three years post-Merger, specified adverse events (e.g., delisting or registration failure), or at

the Seller’s discretion.

Upon settlement, adjustments may be made in cash or shares, depending on the circumstances.

The Seller has waived

redemption rights for Recycled Shares, which may impact the overall redemption levels and market perception of the Merger.

The FPA complies

with tender offer regulations, including Rule 14e-5 under the Securities Exchange Act of 1934.

On February 2, 2024, upon consummation of the

Merger, NUBI made a payment to each Forward Purchase Investor in respect of their respective Recycled Shares.

This payment totaled 147

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 4,000 consideration shares.

On January 17, 2024, the Company received a Pricing

Date Notice from the Forward Purchase Investors specifying 116,771 Additional Shares.

On March 22, 2024, the Company received an amended

Pricing Date Notice revising the total number of Additional Shares to 160,771 .

On June 11, 2024 the Company received an amended Pricing

Date Notice revising the total number of Additional Shares to 190,860 .

On August 29, 2024, the Additional Shares were issued to the Forward

Purchase Investors.

Upon the issuance of the 190,860 Additional Shares

to the Forward Purchase Investors on August 29, 2024, the Company recognized (i) an increase to APIC of $ 3,124,379 , measured at the fair

value of the shares at the time of share issuance, (ii) a corresponding stock subscription receivable of $ 2,372,232 as a contra-equity

component within stockholders’ equity (deficit), representing the consideration receivable for the shares issued, and (iii) a $ 752,147

loss on issuance of common stock within Other Income (Expense) was recognized representing the difference between the face value of the

stock subscription receivable and its present value.

The stock subscription receivable is presented as a reduction to total stockholders’

equity (deficit) until the receivable is settled.

The discount of $ 752,147 is being accreted using

the effective interest method over the remaining term of the FPA from August 29, 2024 through February 2, 2027, with each period’s accretion

recorded as an increase to both the stock subscription receivable and APIC within stockholders’ equity (deficit), with no impact on the

statements of operations.

Accretion for the period beginning August 29, 2024 through December 31, 2024 was $ 93,113 .

The stock subscription

receivable balance as of December 31, 2024 was $ 2,465,345 .

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

due to the settlement provisions.

The resulting fair value is recorded as a derivative liability on the combined and consolidated balance

The resulting fair value is recorded as a derivative liability on the consolidated and combined balance

The Company records changes in the fair value of the FPA as a non-cash other income (expense) within change in fair value of derivatives

1 unchanged sentence

The Company utilized a Monte Carlo simulation model to determine the

fair value of the FPA, comprising Recycled Shares of 7,352 and Additional Shares of 9,543,002 , totaling 9,550,354 shares (the “FPA

Shares”) as of December 31, 2024.

The model estimated the total present value of the Company’s proceeds at approximately $ 259,254

and the total present value of the Company’s liability at approximately $ 6,663,316 , resulting in a net liability of approximately $ 6,404,100

as of December 31, 2024.

As a result, the Company recognized a non-cash gain from the Change in fair value of derivatives of $ 14,485,850

for the year ended December 31, 2024.

amendment and resolution of lawsuit

On July 16, 2024, the Forward Purchase Investors brought a lawsuit

against Solidion in Delaware Chancery Court seeking specific performance and monetary damages related to the FPA.

On August 29, 2024, the Company and the Seller entered into an amendment

(the “Amendment”) to the FPA.

fair value of the FPA, comprising Recycled Shares of 147 and Additional Shares of 190,860 , totaling 191,007 shares (the “FPA Shares”)

as of December 31, 2025 and 2024.

The model estimated the total present value of the Company’s proceeds at $ 7,227 and the total

present value of the Company’s liability at $ 1,395,938 , resulting in a net liability of approximately $ 1,388,700 as of December

As a result, the Company recognized non-cash gain (loss) from changes in the fair value of derivatives of 5,015,400 for the

12 months ended December 31, 2025, compared to $ 14,485,850 for the 12 months ended December 31, 2024.

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.

Expanded to allow the Company to request additional funds in increments of $ 500,000 , subject to specified conditions.

● Prepayment Shortfall Consideration:

now sell Additional Shares and Recycled Shares at any price, without an Early Termination Obligation, until sale proceeds reach 120 % of

the Prepayment Shortfall.

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.

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.

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”)

Seller is entitled to designate 57,000 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.

Defined as occurring if the VWAP Price falls below $ 100.00 per share for 10 trading days within a 30-day period.

In addition, upon execution of the Amendment,

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registration statement, except on days when trading volume exceeds 140,000 shares.

Finally, concurrently with the execution of the Amendment, the Company

and the Seller agreed to sign and cause to be filed a joint stipulation for dismissal with prejudice of the Action (as defined below)

(the “Stipulation”).

The Stipulation provides that the Company issue 12,393,002 Solidion common shares, consisting of the

Additional shares of 9,543,002 and the Share Consideration of 2,850,000 shares to the Seller within five business days of the entry of

the Stipulation.

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 247,860 Solidion common shares, consisting

of the Additional shares of 190,860 and the Share Consideration of 57,000 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

8 unchanged sentences

Chancery Court.

On August 29, 2024, the Company issued 12,393,002 Meteora Shares of

its common stock to the Forward Purchase Investors.

On August 29, 2024, the Company issued 247,860

Meteora Shares of its common stock to the Forward Purchase Investors.

The Company recorded an expense within Selling,

General, and Administrative expenses on the Company’s consolidated and combined statements of operations of $ 1,026,000 based

on the stock price on the date of the amendment for the Consideration Shares of 2,850,000 Solidion common shares issued in connection

with the forbearance and FPA amendment.

Non-Redemption

December 13, 2023, NUBI entered into a non-redemption agreement (the “Non-Redemption Agreement”) with certain investors

named therein (each, a “Backstop Investor”), each acting on behalf of certain funds, investors, entities or accounts that

are managed, sponsored or advised by each such Backstop Investor or its affiliates.

Pursuant to each Non-Redemption Agreement,

each Backstop Investor agreed that, on or prior to Closing, it will beneficially own not greater than the lesser of (i) that number of

Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number of NUBI Shares beneficially owned by Backstop Investor

and its affiliates and any other persons whose beneficial ownership of NUBI Shares would be aggregated with those of Backstop Investor

for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding 9.99 % of the total number of issued and outstanding

NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Shares in connection with

the second special meeting of NUBI stockholders to be held for the purpose of approving the Merger (the “Second Special Meeting”);

provided, however, that in the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Shares for redemption,

Backstop Investor shall rescind or reverse such redemption request prior to Closing and NUBI shall accept such request(s) promptly once

submitted by Backstop Investor.

On February 2, 2024,

upon the consummation of the Merger, NUBI paid each Backstop Investor a cash discount payment from the proceeds remaining in trust account

for their respective Backstop Shares as part of the Non-Redemption Agreement.

The discount payment amount was calculated as the product

of (x) the number of Backstop Shares and (y) the Redemption Price, less $ 4.00 .

The total number of Backstop Shares was 2,000,000 , and

the adjusted Redemption Price was $ 10.97 per share.

In total, $ 13,937,998 was released from the trust account and paid to the Backstop

on the stock price on the date of the amendment during the three months ended September 30, 2024 for the Consideration Shares of 57,000

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

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

In total, $ 13,937,997 was released from the trust account and paid to the Backstop Investors.

NOTE 10 — DEBT

Convertible Notes

At various dates during the first quarter of 2024,

3 unchanged sentences

2,707 common shares due upon conversion.

As of December 31, 2024, there were five separate outstanding convertible notes, which are

convertible into an aggregate of approximately 3,500,000 common shares.

The outstanding balance on convertible notes was $ 527,500 as of

December 31, 2024.

Subsequent to the issuance of the interim financial

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

costs associated with convertible notes.

Specifically, approximately $ 2.8 million of non-cash, non-operating stock-based expense related

to bonus shares was inadvertently omitted from the financial statements for the first quarter of 2024.

As discussed in Note 2 –

Restatement of Previously Issued Interim Financial Information, the Company has revised its previously issued financial statements for

the first, second, and third quarters of 2024, resulting in the recognition of the issuance cost within Issuance of Common Stock and

Warrants under non-operating losses in the statements of operations.

After year-end, in March and April 2025, holders

converted an aggregate of $ 527,500 of convertible notes into 3,404,816 common shares.

As of the date of this filing, 80,000 shares remain

subject to conversion.

Notes Payable

On February 1, 2024, the Company executed a Promissory

Note with EF Hutton, totaling $ 2,200,000 , to cover underwriters’ fees associated with the closure of the Company’s Merger

In the case of an event of default, this Note shall bear interest at a rate of 24 % per annum until such event of default is

The principal amount of this Promissory Note is payable on designated dates, with $ 183,333 scheduled on the first business day

of each month until the final payment on March 1, 2025.

As of December 31, 2024, the Company was in default of the Promissory Note due

to non-payment of scheduled installments, and the Promissory Note is accruing interest at the default rate of 24 % per annum.

is in the process of negotiating an amendment to the terms of the Promissory Note.

As of December 31, 2024, the outstanding balance of

the Promissory Note was $ 1,283,335 .

On February 1, 2024, the Company executed a Promissory Note with Loeb

and Loeb, totaling $ 540,000 for legal services provided to the Company in connection with the Company’s Merger with HBC.

As of December 31, 2024, there were five separate outstanding convertible notes, which are convertible

into an aggregate of approximately 70,000 common shares.

The outstanding balance on convertible notes was $ 527,500 as of December 31,

During the 12 months ended December 31, 2025,

holders converted an aggregate of $ 527,500 principal amount of convertible notes into 68,095 shares of common stock.

As of December 31,

2025, convertible notes representing 1,600 shares remained outstanding and subject to conversion.

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.

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

and interest amount of this Promissory Note is payable in 12 equal monthly installments beginning on March 1, 2024.

The Promissory Note

bears implied interest of 23.5 % per annum, resulting in total interest payments of approximately $ 127,000 over the term of the Promissory

The monthly installments include both principal and interest payments.

As of December 31, 2024, the Promissory Note has been paid

Friedlander Coplan & Aronoff LLP

On April 29, 2024, the

Company executed a Promissory Note with Benesch Friedlander Coplan & Aronoff in the amount of $ 670,000 .

The interest rate is 7 % per

annum, to be paid as a lump sum at the maturity date of November 1, 2024 .

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, 2025, 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.

The outstanding balance of the Promissory Note amounted to $1,025,824 and $ 1,283,335

as of December 31, 2025 and 2024, respectively.

The accrued but unpaid interest on the Promissory Note totaled approximately $ 235,356

and $ 279,000 as of December 31, 2025 and 2024, respectively.

Benesch Friedlander Coplan & Aronoff LLP

On April 29, 2024, the Company executed a Promissory Note with Benesch

Friedlander Coplan & Aronoff (“Benesch”) 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 .

Note with Benesch.

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 .

On August 4, 2025, the

Company amended the terms of its Promissory Note with Benesch.

The amended terms include an updated principal balance of $ 621,732 , which

includes unpaid interest expense from earlier periods, an interest rate to 10 % per annum and the maturity date has been extended to December

The outstanding balance of the Promissory Note was $ 621,732 and 634,627 as of December 31, 2025 and 2024, respectively.

accrued but unpaid interest on the Promissory Note totaled approximately $ 28,614 and $ 3,304 as of December 31, 2025 and 2024, respectively.

Great Point Capital, LLC

On October 29, 2025, the Company executed a unsecured

Promissory Note with Great Point Capital, LLC (the “Noteholder”) in the principal amount of $ 1,000,000 .

The Note bears interest

at a rate of 8.0 % per annum, payable quarterly in arrears.

The Note matures on October 25, 2026 or the date on which all amounts become

immediately due and payable following a Nasdaq delisting notice that would result in the Company’s common stock no longer trading

on any Nasdaq market.

In the event of a default, the Note bears interest at the Default Rate of 10 % per annum.

The Note contains customary

representations, warranties, and covenants of the Company and provides for events of default, including nonpayment of principal or interest,

breaches of representations, insolvency events, and delisting of the Company’s common stock from Nasdaq.

Upon an event of default,

the Noteholder may declare all outstanding principal and accrued interest immediately due and payable.

The accrued but unpaid interest

on the Promissory Note totaled approximately $ 14,685 as of December 31, 2025.

The outstanding balance of Short-term Notes Payable amounted to $ 2,647,556

and $ 1,917,962 as of December 31, 2025 and 2024, respectively.

12 — INCOME TAXES

Prior to the Closing

date of the Merger, the Company operated as part of G3 and accordingly the accompanying financial statements as of and for the year ended

December 31, 2023 were prepared on a carve-out basis.

If the Battery Group filed separate tax returns from G3, it is estimated that as

of December 31, 2023, the deferred tax asset for net operating loss carryforwards would have been approximately $ 2.9 million based on

the cumulation of losses since 2021, the first year Battery Group carve-out financial statements were prepared.

Other deferred tax assets

(liabilities) as of December 31, 2023 would have included $( 188,000 ) for fixed assets and $( 38,000 ) for patents.

The net deferred tax

asset before valuation allowance would have been approximately $ 2.7 million with an equal offsetting valuation allowance recognized.

tax attributes of the net operating losses included in the December 31, 2023 balance sheet did not carryover in the Merger.

The current and deferred

elements of the 2023 tax provision were both zero.

The 2023 tax benefit at the federal statutory rate of 21 % was approximately $ 1,100,000

with the offset resulting in the zero effective tax rate primarily related to an increase in the valuation allowance.

The income tax provision consists

of the following for the year ended December 31, 2024:

NOTE 11 — INCOME TAXES

The income tax provision consists of the following for the years ended

December 31, 2025 and 2024:

State and local

Income tax provision / (benefit)

A reconciliation of the statutory tax rate to

the Company’s effective tax rate for the year ended December 31, 2024:

The Company did not incur any foreign income tax

expense or benefit for the years ended December 31, 2025 and 2024.

Differences between the U.S.

statutory federal

tax rate and the Company’s 2025 effective income tax rate presented prospectively in accordance with ASU 2023-09 are analyzed below:

Statutory federal income tax

$ ( 8,597,455 )

State and local taxes, net of federal tax benefit

Warrants and issuance of common stock

Adjustment to deferred tax assets

Change in valuation allowance

Income tax expense

Differences between the U.S.

statutory federal

tax rate and the Company’s effective income tax rate for periods prior to the adoption of ASU 2023-09 are analyzed below:

Statutory federal income tax rate

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The Company’s deferred tax assets are as follows at December

31, 2025 and 2024:

Deferred tax asset:

10 unchanged sentences

( 6,905,353 )

( 3,923,277 )

Total deferred tax asset after valuation allowance

10 unchanged sentences

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.

For the years ended December 31, 2025 and 2024, the valuation allowance

increased by $ 2,982,076 and $ 877,210 , respectively, mainly due to increases in the net operating loss carryforwards and other deferred

The Company will continue to assess the realizability of the deferred tax assets at each interim and annual balance sheet

date based upon actual and forecasted operating results.

As of December 31, 2025 the Company had federal

net operating loss carryforwards of $ 19,295,969 with an indefinite carryforward period, and state and local net operating loss carryforwards

of $ 19,047,462 which begin to expire in 2029.

The use of the Company’s net operating loss carryforwards may, however, be subject

to limitations as a result of an ownership change.

A corporation undergoes an “ownership change,” in general, if a greater

than 50% change (by value) in its equity ownership by one or more five percent stockholders (or certain groups of non-five-percent stockholders)

over a three-year period occurs.

After such an ownership change, the corporation’s use of its pre-change net operating loss carryforwards

and other pre change tax attributes to offset its post-change income is subject to an annual limitation determined by the equity value

of the Company on the date the ownership change occurs multiplied by a rate determined monthly by the Internal Revenue Service.

If an ownership change occurs and if the Company

earns net taxable income, the Company’s ability to use its pre-change net operating loss carryforwards to offset U.S.

federal taxable

income would be subject to these limitations, which could potentially result in increased future tax liability compared to the tax liability

the Company would incur if its use of net operating loss carryforwards were not so limited.

In addition, for state income, franchise and

similar tax purposes, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited,

which could accelerate or permanently increase the Company’s state income, franchise, or similar taxes.

The Company files income and franchise tax returns

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twelve months.

The following table indicates the changes to the

Company’s uncertain tax positions for the year ended December 31, 2024:

The following table indicates the changes to the Company’s uncertain

tax positions for the years ended December 31, 2025 and 2024:

Balance, beginning of the year

3 unchanged sentences

Balance, end of year

As of December 31, 2024 $ 207,022 represents the

amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.

As of December 31, 2024 the Company has not recognized

any amount of interest and penalties for uncertain tax positions in its consolidated statements of operation.

13 — STOCK-BASED COMPENSATION

Common Stock Awards

During the year ended December 31, 2024, the Company granted unrestricted

common shares to certain executives in connection with the terms of their individual employment agreements.

As these awards were fully-vested,

unrestricted shares, the Company recognized the full amount of $ 1,359,000 in the period.

This compensation cost is included within Selling,

general, and administrative expenses on the Company’s consolidated and combined statements of operations.

There were no similar

common stock grants during the period ended December 31, 2023.

The vested shares associated with the awards were no t issued during the

period ended December 31, 2024.

Restricted Stock Units and Stock Options

As of December 31, 2025 and 2024, the amount of $ 365,244 and $ 207,022 ,

respectively, represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income

tax rate in future periods.

For the years ended December 31, 2025 and 2024

the Company has not recognized any amount of interest and penalties for uncertain tax positions in its consolidated and combined statements

of operation.

the years ended December 31, 2025 and 2024, cash paid for income taxes, net of refunds, was $ 6,369 and $ 89,959 , respectively.

NOTE 12 — STOCK-BASED COMPENSATION

Unrestricted Common Stock Awards

During the year ended December 31, 2025, the Company

granted 6,000 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 $ 121,410 for the year ended December

This compensation cost is included within Research and Development expenses on the Company’s consolidated and combined

statements of operations.

As of December 31, 2025, there were no unrecognized compensation costs related to unrestricted common shares.

During the year ended December 31, 2024, the Company

granted 300,000 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 $ 1,359,000 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.

As of December 31, 2024, there were no unrecognized compensation costs related to unrestricted common shares.

Restricted Stock Units

During the year ended December 31, 2025, the Company

granted restricted stock units (“RSUs”) to certain executives and management in connection with the terms of their respective

employment agreements.

The Company recognized stock-based compensation expense of $ 1,715,807 for the 12 months ended December 31, 2025,

which is included within operating expenses on the Company’s consolidated and combined statements of operations.

There were no stock

options granted or outstanding during the year ended December 31, 2025.

The following table summarizes RSU activity for

the year ended December 31, 2025:

Outstanding at January 1, 2025

Outstanding at December 31, 2025

As of December 31, 2025, total unrecognized compensation

cost related to unvested RSUs was approximately $ 351,687 , which is expected to be recognized over a weighted-average period of 1.06 years.

There were no restricted stock units or stock

options granted during the years ended December 31, 2024 and 2023, respectively.

Additionally, there were no restricted stock units or

stock options outstanding at either the beginning or the end of the periods ended December 31, 2024 and 2023, respectively.

with Market-Based Conditions

In connection with the aforementioned executive

employment agreements, certain executives are eligible to receive unrestricted shares of common stock if certain stock price targets

are met during the term of the respective employment agreements.

A stock price target will be satisfied if the 120-day trailing average

closing price (based on trading days) of a share of the Company’s common stock equals or exceeds the applicable stock price target,

which range from $ 30 to $ 300 per share.

The executives could be granted up to 6,000,000 shares based on attainment of all applicable

stock price targets over the term of six years and an estimated fair value of approximately $ 4,800,000 .

The Company recorded $ 1,008,015

of expense related to these awards for the year ended December 31, 2024.

This compensation cost is included within Selling, general,

and administrative expenses on the Company’s consolidated and combined statements of operations.

options granted during the year ended December 31, 2024.

Additionally, there were no restricted stock units or stock options outstanding

at either the beginning or the end of the period ended December 31, 2024.

the year ended December 31, 2025, the Company granted 12,000 at-the-money warrants, respectively, to certain executive officers

pursuant to the terms of their individual employment agreements.

The warrants were fully vested upon grant and expire on February 2,

2029, however, the exercise price has not been established.

were no warrants granted during the year ended December 31, 2024.

Additionally, there were no warrants outstanding at either the beginning

or the end of the periods ended September 30, 2024.

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 $ 1,500 to $ 15,000 per share.

The executives could be granted up to 120,000 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 $ 1,112,705 and $ 1,008,015 of expense related to these awards for the years ended December 31, 2025

and 2024, respectively.

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

2 unchanged sentences

End of period

with Performance Conditions

In connection with the aforementioned executive employment agreements,

certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain capital raise targets.

In addition, these executives can also receive a cash bonus equal to 2.5 % of the equity value of the Company (up to $ 10 million for each

executive, totaling $ 20 million) in an applicable sale of the Company as defined by the terms of the employment agreements.

Through December

31, 2024, it was not considered probable that either performance condition would be achieved, and therefore no expense was recorded related

to these awards.

14 — FAIR VALUE MEASUREMENTS

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

1 — quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a

market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on

an ongoing basis.

2 —observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar

assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

3 —unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset

or liability.

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

Through December 31, 2025, it was not considered probable that either performance condition would be achieved, and therefore

no expense was recorded related to these awards.

Stock-based Compensation to Consultants

The Company periodically grants equity awards

to non-employee consultants and contractors in exchange for services provided to the Company.

The Company accounts for these awards in

accordance with ASC 718.

The grant-date fair value of the awards is measured on the date the awards are approved and the terms of the

award and the recipient’s service obligation are established.

Equity awards granted to non-employee consultants

and contractors may vest upon the grant date or over a specified service period.

The Company recognizes stock-based compensation expense

based on the grant-date fair value of the awards over the applicable service period.

The grant-date fair value of shares issued is generally

based on the closing price of the Company’s common stock on the date of grant.

During the years ended December 31, 2025 and 2024,

the Company recognized stock-based compensation expense of $ 3,960,422 and $ 950,000 , respectively, related to equity awards granted to

consultants and contractors.

Such amounts are included within operating expenses in the consolidated and combined statements of operations.

NOTE 13 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for

its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets

and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1 — quoted

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 —observable

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

Level 3 —unobservable

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s

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.

liabilities that are measured at fair value as of December 31, 2025 and 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.

3 unchanged sentences

Warrants – Series C and D

purchase agreement

Company used a Monte Carlo analysis to determine the fair value of the FPA, assuming 9,550,354 FPA Shares.

The fair value measurement of the FPA at February

2, 2024 and December 31, 2024, was calculated using the following range of weighted average assumptions:

Forward purchase agreement

The Company used a Monte Carlo analysis to determine

the fair value of the FPA, assuming 191,007 FPA Shares.

The fair value measurement of the FPA at December 31, 2025 and 2024

was calculated using the following range of weighted average assumptions:

Risk-free interest rate

2 unchanged sentences

The model measured the total present value of the Company’s proceeds

at approximately $ 259,254 and the total present value of the Company’s liability at approximately $ 6,663,316 , resulting in a net

liability of approximately $ 6,404,100 as of December 31, 2024.

This resulted in a non-cash gain from the change in fair value of

derivatives of $ 14,485,850 for the year ended December 31, 2024.

– Series A and B

Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series A Warrants and Series B Warrants at the

date of issuance on March 15, 2024, which included the following assumptions:

at approximately $ 7,227 and the total present value of the Company’s liability at approximately $ 1,395,938 , resulting in a net liability

of approximately $ 1,388,700 as of December 31, 2025.

This resulted in a non-cash gain from the change in fair value of derivatives of

$ 5,015,400 for the year ended December 31, 2025.

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

Certain prior-period

amounts presented in this section related to the Change in fair value of derivative liabilities have been restated to reflect the correction

of an error related to the accounting for the Series A and Series B warrant exercises.

See Note 2 – Restatement and Correction of

Errors in Previously Reported Consolidated Financial Statements for additional information.

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:

Expected term (in years)

6 unchanged sentences

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:

a Black-Scholes model to determine the fair value of the Series A Warrants at December 31, 2025, which included the following

Series A Warrants

4 unchanged sentences

Exercise Price

The fair value of the

Series A and Series B Warrants as of December 31, 2024, was $ 4,955,300 and $ 0 , respectively.

The $ 0 fair value for the Series B Warrants

reflects that all Series B Warrants had been exercised by this date.

This resulted in a non-cash gain from the change in fair value of

derivatives of $ 7,783,700 and a loss from the issuance of warrants of $ 17,820,998 for the year ended December 31, 2024, respectively.

As of December 31, 2024, investors received 13,742,879 and 5,749,598 common shares from exercise of Series A and Series B warrants,

respectively.

As of December 31, 2024, 8,398,822 Series A Warrants and no Series B Warrants remained outstanding.

– Series C and D

The fair value of the Series A and Series B Warrants as of December

31, 2025, was $ 3,383,900 and $ 0 , respectively.

The $ 0 fair value for the Series B Warrants reflects that all Series B Warrants had been

exercised by this date.

The Company recorded non-cash loss from changes in the fair value of derivative liabilities related to the Series

A and Series B Warrants of $ 2,232,886 and $ 0 for the year ended December 31, 2025, respectively.

As of December 31, 2025, investors had

exercised 591,145 Series A Warrants and 114,992 Series B Warrants, resulting in the issuance of 670,137 common shares.

As of December

31, 2025, 508,857 Series A Warrants and no Series B Warrants remained outstanding.

The Company utilized a Black-Scholes model to determine the fair value

of the Series A Warrants at December 31, 2024, which included the following assumptions:

Series A Warrants

Expected term

Risk free rate

Expected volatility

Expected dividend rate

Exercise Price

The fair value of the Series A and Series B Warrants as of December 31,

2024, was $ 4,955,300 and $ 0 , respectively.

The $ 0 fair value for the Series B Warrants reflects that all Series B Warrants had been exercised

by this date.

This resulted in a non-cash gain from the change in fair value of derivatives of $ 2,047,817 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 274,858

and 114,992 common shares from exercise of Series A and Series B warrants, respectively.

As of December 31, 2024, 167,976 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:

a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at the date of issuance on

August 30, 2024, which included the following assumptions:

Expected term

5 unchanged sentences

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,

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:

4 unchanged sentences

Exercise Price

fair value of the Series C Warrants and Series D Warrants as of December 31, 2024, was $ 13,703,250 and $ 210,000 , respectively.

This resulted

in a non-cash loss from the change in fair value of derivatives and issuance of warrants of $ 4,258,450 and $ 9,654,799 for the year ended

December 31, 2024, respectively.

The fair value of the Series C and Series D Warrants as of December

31, 2025, was $ 0 .

The $ 0 fair value for the Series C and D Warrants reflects that all Series C and D Warrants had been exercised by this

The Company recorded non-cash loss from changes in the fair value of derivative liabilities related to the Series C and Series D

Warrants of $ 31,033,241 for the year ended December 31, 2025.

As of December 31, 2025, investors had exercised 3,688,357 Series C Warrants

and Series D Warrants, resulting in the issuance of 3,447,957 common shares and pending issuance of 240,400 common shares.

As of December

31, 2025, no Series C Warrants and Series D Warrants remained outstanding.

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.

1 unchanged sentence

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.

value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2025 and 2024.

Using Level 3

5 unchanged sentences

Balance, December 31, 2024

Change in fair value

( 5,015,400 )

Balance, December 31, 2025

Using Level 3

5 unchanged sentences

Balance, December 31, 2024

Change in fair value

( 1,571,400 )

Balance, December 31, 2025

Using Level 3

4 unchanged sentences

Balance, December 31, 2024

earnout shares

Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Shares at the date of the Merger, which

included the following assumptions:

stock price of $ 4.53 , risk free rate of 3.98 %, volatility of 85 %, dividends yield of 0 % and duration

Change in fair value

( 13,913,250 )

Balance, December 31, 2025

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

stock price of $ 226.50 , 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

Company utilized a Monte Carlo simulation analysis to determine the fair value of the awards with market-based conditions at the date

of the Merger, which included the following assumptions:

stock price of $ 4.53 , risk free rate of 3.9 %, volatility of 72.5 %, dividends

yield of 0 % and duration of 6 years.

15 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

The Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure

in the financial statements.

Convertible notes

After year-end, in March and April 2025, holders

converted an aggregate of $ 527,500 of convertible notes into 3,404,816 common shares.

As of the date of this filing, 80,000 shares remain

subject to conversion.

Agreement, dated February 16, 2023, by and among Nubia Brand International Corp., Honeycomb Battery Company, and Nubia Merger Sub,

(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).

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)

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)

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)

Warrant Certificate (included in Exhibit 4.3)

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)

of Securities (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed with the Securities & Exchange

Commission on April 12, 2024).

Agreement, dated March 10, 2022, by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference

to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

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)

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)

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)

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)

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)

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)

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)

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)

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)

of Ethics (incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission

on April 12, 2024).

Letter from Marcum LLP regarding the change in Solidion Technology, Inc.’s certifying accountant, dated April 19, 2024 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).

Insider Trading Policy.

Certification

of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended.,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications

of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certifications

of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

Technology Inc.

Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities

& Exchange Commission on April 12, 2024).

of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed with the Securities

& Exchange Commission on April 12, 2024).

of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Annual Report on Form 10-K filed with the Securities

& Exchange Commission on April 12, 2024).

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

stock price of $ 226.50 , risk free rate of 3.9 %, volatility of 72.5 %, dividends yield of 0 % and duration of 6 years.

NOTE 14 — 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.

Issuance of shares

On February 5, 2026, the Company issued 240,400

shares of its common stock to Anson Investments Master Fund LP (“Anson”) pursuant to the agreement entered into on December

Under the agreement, the shares were issued in exchange for the termination of all warrants and other obligations of the Company

under the Securities Purchase Agreement dated August 30, 2024.

In connection with the agreement, Anson agreed

to limit sales of the Company’s common stock to no more than 10 % of the daily trading volume of the Company’s common stock

on the Nasdaq Stock Market.

The issuance of the shares was made pursuant to the exemption from registration provided by Section 4(a)(2)

of the Securities Act of 1933, as amended.

No underwriting discounts or commissions were paid with respect to the issuance.

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).

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)

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)

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)

Specimen Warrant Certificate (included in Exhibit 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)

Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2024)

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)

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)

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)

Employment Agreement, dated February 2, 2024, by and between Solidion Technology, Inc.

and Jaymes Winters (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on April 15, 2024)

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)

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)

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)

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)

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)

Contribution Agreement, dated February 2, 2024, by and between Global Graphene Group, Inc.

and Honeycomb Battery Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024).

Supply and License Agreement, dated February 2, 2024, by and between Global Graphene Group, Inc., Angstron Materials, Inc., and Honeycomb Battery Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024)

Shared Services Agreement, dated February 2, 2024, by and between Global Graphene Group, Inc.

and Honeycomb Battery Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024)

Registration Rights Agreement, dated February 2, 2024, by and between Solidion Technology, Inc.

and parties thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024)

Company Lock-up Agreement, dated February 2, 2023, by and among Solidion Technology, Inc.

and the stockholders of Honeycomb Battery Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 15, 2024)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 15, 2024)

Form of Lockup Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 15, 2024)

Form of Voting Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 15, 2024)

Employment Agreement, dated February 2, 2024, by and between Solidion Technology, Inc.

and Vlad Prantsevich (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on April 15, 2024)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 30, 2024)

Amendment to the Securities Purchase Agreement, dated as of October 21, 2025, by and among Bayside Project LLC, Madison Bond LLC and Solidion Technology, Inc.

(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities & Exchange Commission on November 20, 2025)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 30, 2024)

Form of Lockup Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 30, 2024)

Form of Voting Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 30, 2024)

Strategic Cooperation Consulting Agreement, dated September 11, 2024, by and between Arbor Lake Capital Inc.

and Solidion Technology, Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 16, 2024)

Lock-up Agreement, dated as of October 21, 2025, by and among Solidion Technology, Inc., Bayside Project LLC, Madison Bond LLC and Solidion Technology, Inc.

(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities & Exchange Commission on November 20, 2025)

Lead Investor Agreement, dated as of October 22, 2025, between Solidion Technology, Inc.

and Great Point Capital, LLC (incorporated by reference to Exhibit 10.27 on Form S-1/A filed with the Securities & Exchange Commission on December 9, 2025)

Letter from Deloitte & Touche LLP, dated November 26, 2025, to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.2 to the Current Report on Form 8-K/A filed with the Securities & Exchange Commission on November 26, 2025)

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 16, 2025)

Consent of CBIZ CPAs P.C.

Consent of Deloitte & Touche LLP

Power of Attorney (incorporated by reference to the signature page

of this Annual Report on Form 10-K).

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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).

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).

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).

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)

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(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)

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

# Indicates a management or compensatory plan.

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

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

Solidion Technology, Inc.

9 unchanged sentences

(Principal Accounting and Financial Officer)

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.

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.

/s/ Jaymes Winters

6 unchanged sentences

Vlad Prantsevich

Chairman of the Board of Directors and Chief Science Officer

April 15, 2026

4 unchanged sentences

Karin-Joyce (KJ) Tjon

/s/ Cynthia Ekberg Tsai

April 15, 2025

Cynthia Ekberg Tsai

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

What changed 10-K

Item 9A. Controls and Procedures