Solidion Technology Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Based on an evaluation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 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. GAAP”). This conclusion is based on additional procedures performed by management to ensure that the financial statements are free of material misstatement. 38 Management’s Report on Internal Control Over Financial Reporting The management of Solidion Technology, Inc.is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of Solidion’s internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under these criteria, management determined, based upon the existence of the material weaknesses described below, that we did not maintain effective internal control over financial reporting as of December 31, 2025. Material Weaknesses A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified deficiencies in the principles associated with the control environment, risk assessment, control activities, information & communication, and monitoring components of internal control, based on the criteria established by the COSO framework, that constitute material weaknesses, either individually or in the aggregate as described below. Control Environment : Solidion does not maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including those related to complex and/or non-routine transactions. Additionally, Solidion did not implement sufficient segregation of duties within its financial reporting function in order to demonstrate independence and proper oversight. This material weakness contributed to the additional material weaknesses further described below. Risk Assessment : Solidion did not design and implement an effective risk assessment based on the criteria established in the COSO framework. A material weakness, either individually or in the aggregate, was identified pertaining to (i) identifying, assessing, and communicating appropriate objectives; (ii) identifying and analyzing risks to achieve these objectives; and (iii) implementing an effective risk assessment to identify and assess changes in the business if such changes were to occur. Control Activities : Solidion did not effectively design and implement control activities to support the operating effectiveness of controls to prevent and detect potential material errors based on the criteria established in the COSO framework. As a result, the following control deficiencies constitute material weaknesses, individually or in the aggregate: (i) ineffective controls related to the review and approval of journal entries and reconciliations, and (ii) a lack of appropriate accounting policies and procedures. Information and Communication: We identified control deficiencies that constitute material weaknesses, either individually or in the aggregate, related to (i) internal communication of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control; and (ii) communicating relevant information to external parties timely. Monitoring: Solidion did not maintain effective monitoring activities to determine whether the components of internal control over financial reporting were present and functioning based on the criteria established in the COSO framework. Remediation Plans and Status We are committed to maintaining a strong internal control environment and implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated as soon as practicable. We plan to engage a third party to assist in our remediation efforts. We will design and implement a risk assessment process and establish processes and controls to support an effective control environment. These actions are intended to enable Solidion to enhance our monitoring of our internal controls over financial reporting as well as enhance required communication. In addition, we will design and implement controls to address material weaknesses in control activities including the proper review and approval of journal entries and reconciliations. As Solidion continues to evaluate its internal controls, it may take additional remediation actions. The material weaknesses will be considered remediated when Solidion’s management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Solidion’s management will monitor the effectiveness of its remediation plans and will make changes management determines to be appropriate. Changes in Internal Control over Financial Reporting 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. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 39 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Information about our Executive Officers and Directors The following table sets forth information concerning our executive officers and directors, including their ages, as of February 12, 2026: Name Age Title Dr. Bor Jang 73 Executive Chairman and Chief Science Officer Jaymes Winters 62 Chief Executive Officer and Director Vlad Prantsevich 35 Chief Financial Officer Dr. Songhai Chai 48 Chief Technology Officer John Davis 66 Director Karin-Joyce (KJ) Tjon 61 Director Information about our Executive Officers and Directors Executive Officers Dr. Bor Jang — Executive Chairman and Chief Science Officer Dr. Bor Jang serves as Executive Chairman of our Board of Directors and Chief Science Officer. Dr. Jang co-founded Honeycomb Battery Company (HBC) in 2015 and has since served as its President. Dr. 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. Dr. 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. Dr. 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 and AMI. Dr. Jang received his Master’s & Ph.D degrees in Materials Science from MIT. Dr. 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. Dr. Jang was elected as a member of the U.S. National Academy of Inventors (NAI) in 2019. Dr. 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. Following 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. Dr. 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. Jang, 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 5%. 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. Mr. Winters 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). Mr. Winters holds a B.S. in Business Administration with a minor in Economics from Oregon State University. 40 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. Mr. Prantsevich brings experience across public company finance, capital markets, and technically complex product companies. Previously, Mr. Prantsevich served as Chief Financial Officer and Board Member of Nubia Brand International Corp. (NASDAQ: 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. Mr. 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. Mr. Prantsevich holds a B.S. in Business Administration from Portland State University. Dr. Songhai Chai — Chief Technology Officer Dr. Songhai Chai serves as our Chief Technology Officer. 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. Dr. 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. Dr. 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, Dr. 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. Since 2022, Mr. 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 to 2018, Mr. Davis served as Senior Vice President of Operations for BrightVolt, a solid state lithium battery technology company. Mr. 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. 41 Karin-Joyce (KJ) Tjon — Director Karin-Joyce (KJ) Tjon serves as our director. Ms. Tjon has served as a director of Nubia since the closing of its IPO. Ms. Tjon is also a Director at LivePerson, Inc (NASDAQ, “LPSN”). Prior to Ms. 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. Tjon was President and Chief Operating Officer for Scientific Games, Inc., responsible for their Gaming and Lottery divisions. Ms. Tjon has 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. As a part 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. Ms. 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 director. Corporate Governance The size of Solidion’s board of directors is five (5). 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. Jang, whose terms will expire at Solidion’s third annual meeting following the effectiveness of its Certificate of Incorporation. Dr. 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. Jang and Mr. 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 factors. In addition, the board of directors receives periodic detailed operating performance reviews from management. 42 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. Davis and Ms. Tjon. 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 firm; ● 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; and ● preparing the audit committee report that the SEC requires in Solidion’s annual proxy statement. Compensation Committee The compensation committee consists of Mr. Davis and Ms. 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; and ● preparing the compensation committee report that the SEC will require in Solidion’s annual proxy statement. 43 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 and the SEC. 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; and ● 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. Winters II, 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. 17-42965) 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. Winters’s motion to avoid the judgment lien of Umpqua Bank and all but $160,725 of Umpqua Bank’s judicial lien was avoided. On May 14, 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, 2018. 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. 44 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. ITEM 11. EXECUTIVE COMPENSATION 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 Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Total ($) Dr. Bor Jang 2025 200,900 63,936 — — — 264,836 Board Chairman and Chief Science Officer 2024 140,000 — — — — 140,000 Jaymes Winters 2025 300,000 — — — — 300,000 Chief Executive Officer 2024 300,000 40,000 — — — 340,000 Songhai Chai 2025 225,000 99,041 — — — 324,041 Chief Technology Officer 2024 130,000 — — — — 130,000 Vlad Prantsevich 2025 225,000 — — — — 225,000 Chief Financial Officer 2024 225,000 40,000 — — — 265,000 Narrative Disclosure to Summary Compensation Table 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 Salary 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 to year end. 45 Executive Compensation Arrangements Mr. Winters and Mr. Prantsevich We entered into employment agreements (the “Executive Employment Agreements”) with Jaymes Winters and Vlad Prantsevich, effective as of the Closing Date (the “Start Date”). Mr. 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 Closing. 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). Mr. 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. Mr. 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. 46 Dr. Jang and Dr. Chai On February 10, 2025 (the “Signing Date”), the Company entered into employment agreements with each of Dr. Jang (the “Jang Employment Agreement”) and Dr. 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. Dr. 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. Dr. 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. Jang and 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. Jang and 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; (ii) the 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. The awards (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. 47 Non-Employee Director Compensation For fiscal year 2024, Solidion provided $5,000 of cash compensation to each of its non-employee directors. All of the directors were reimbursed for reasonable out-of-pocket expenses related to their services as a member of the Solidion board of directors. For fiscal year 2025, Solidion provided cash compensation described below and issued 40,000 bonus shares of common stock to each of its non-employee directors for prior service. All of the directors are reimbursed for their reasonable out-of-pocket expenses related to their services as a member of the Solidion board of directors. We intend to approve and implement a non-employee director compensation policy. The following table sets forth all information concerning all cash and non-cash compensation awarded to, earned by or paid to our non-employee directors during fiscal year 2025. Non-Employee Director Fees Earned or Paid in Cash (2) ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) Total ($) John Davis 55,616 215,600 — — — 271,216 Karin-Joyce Tjon 55,616 215,600 — — — 271,216 Cynthia Ekberg Tsai (1) 36,051 215,600 — — — 251,651 (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. Eligibility 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. Award Types 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. 48 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 plan. 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. Acceptable 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 terms. 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. 49 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). A stock 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. The 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 goals. 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. 50 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. 51 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. Certain U.S. 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. The 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. The 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. Recipients 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 recipient. Restricted Stock Unit Awards. Recipients 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. Recipients 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 recipient. 52 Deductions. 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. The 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. The 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. ITEM 12. 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 Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) Equity compensation plans approved by security holders — $ — — Equity compensation plans not approved by security holders — — — Total — $ — $ — 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; and ● 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 rights. 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. 53 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 Beneficial Ownership Percent of Class More than 5% Beneficial Owners Henry Ikezi (1) 3,447,957 44.5 Global Graphene Group, Inc. (2) 1,744,695 22.5 Named Executive Officers and Directors Dr. Bor Jang (2) — — Jaymes Winters 3,745 * Vlad Prantsevich 2,425 * Karin-Joyce (KJ) Tjon 40,200 * John Davis 40,000 * Dr. Songhai Chai — — All executive officers and directors as a group (6 persons) 86,370 1.1 * 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. Mr. Ikezi is the Manager of FUN Investment Homes, LLC, which is the Manager of Madison Bond LLC. Mr. 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, Inc. (“G3”) on December 15, 2025. G3 is managed by a board of directors consisting of Dr. Jang, Dr. Zhamu, Henry 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. Dr. 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. 54 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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. HBC 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. The Contribution Agreement is attached to the registration statement of which this prospectus forms a part as Exhibit 10.10. Supply and License Agreement. HBC 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. HBC 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 space. 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 Arrangements 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. 55 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. Jang and Mr. 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. 56 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Public Accounting Fees The firms of CBIZ CPAs P.C. (“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. Audit Fees. 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. For the years ended December 31, 2025 and 2024, CBIZ and Deloitte, respectively did not render audit-related services. Tax Fees. 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, 2025 and 2024, there were no fees billed for products and services provided by CBIZ and Deloitte other than those set forth above. 57 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements: (1) The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein. (2) All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable. (3) See attached Exhibit Index of this Annual Report on Form 10-K 58 SOLIDION TECHNOLOGY, INC. TABLE OF CONTENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB Firm # 199 ) F-2 Reports of Independent Registered Public Accounting Firm (PCAOB Firm #34) F-3 Consolidated and Combined Financial Statements: Balance Sheets F-4 Statements of Operations F-5 Statements of Changes in Stockholders’ Equity (Deficit) F-6 Statements of Cash Flows F-7 Notes to Consolidated and Combined Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Solidion Technology, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated and combined balance sheet of Solidion Technology, Inc. (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. Explanatory Paragraph – Going Concern The 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ CBIZ CPAs P.C. CBIZ CPAs P.C. We have served as the Company’s auditor since 2025 Hartford, CT April 15, 2026 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Solidion Technology, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated and combined balance sheet of Solidion Technology, Inc. and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated and combined statements of operations, changes in stockholders’ (deficit) equity, and cash flows, for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). 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 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. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Dayton, Ohio April 15, 2025 (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. In 2025 we became the predecessor auditor. F- 3 SOLIDION TECHNOLOGY, INC. CONSOLIDATED AND COMBINED BALANCE SHEETS December 31, 2025 December 31, 2024 (Restated) ASSETS Current Assets: Cash $ 204,725 $ 3,353,732 Accounts receivable 5,110 999 Other receivable 302,500 302,500 Inventory 24,430 24,430 Prepaid expenses 170,257 206,784 Other current assets 76,166 - Total Current Assets 783,188 3,888,445 Property and Equipment, net of depreciation 2,022,043 2,094,536 Patents, net of amortization 1,991,623 1,972,830 Total Assets $ 4,796,854 $ 7,955,811 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts payable and accrued expenses $ 3,509,936 $ 2,135,586 Income taxes payable - 6,369 Excise tax payable 964,463 909,871 Derivative liabilities 4,772,600 25,272,650 Due to related party 87,873 87,873 Convertible notes - 527,500 Short-term notes payable 2,647,556 1,917,962 Total Liabilities 11,982,428 30,857,811 Commitments and contingencies (Note 6) Stockholders’ 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, 7,465,283 and 2,633,956 issued and outstanding as of December 31, 2025 and 2024, respectively 746 13,169 Additional paid-in capital 159,027,646 101,998,956 Stock subscription receivable ( 2,841,427 ) ( 2,545,586 ) Accumulated deficit ( 163,372,539 ) ( 122,368,539 ) Total Stockholders’ Deficit ( 7,185,574 ) ( 22,902,000 ) Total Liabilities and Stockholders’ Deficit $ 4,796,854 $ 7,955,811 The accompanying notes are an integral part of these consolidated and combined financial statements. F- 4 SOLIDION TECHNOLOGY, INC. CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS Year Ended December 31, 2025 2024 (Restated) Net sales $ 13,350 $ - Cost of goods sold 6,648 - Gross profit 6,702 - Operating Expenses Research and development 3,422,897 2,375,163 Selling, general and administrative 9,504,711 10,924,374 Total operating expenses 12,927,608 13,299,537 Operating loss ( 12,920,906 ) ( 13,299,537 ) Other Income (Expense) Change in fair value of derivative liabilities ( 28,250,727 ) 12,275,217 Loss on issuance of common stock and warrants - ( 31,033,622 ) Interest income 19,094 13,806 Interest expense ( 108,971 ) ( 366,963 ) Other income (expense) 257,510 ( 5,934 ) Total other expense ( 28,083,094 ) ( 19,117,496 ) Net loss before provision for income taxes ( 41,004,000 ) ( 32,417,033 ) Provision for income taxes - - Net loss $ ( 41,004,000 ) $ ( 32,417,033 ) Weighted average number of shares of common stock outstanding – basic and diluted 3,946,294 2,051,708 Basic and diluted net loss per share of common stock $ ( 10.39 ) $ ( 15.80 ) The accompanying notes are an integral part of these consolidated and combined financial statements. F- 5 SOLIDION TECHNOLOGY, INC. Consolidated AND COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERs’ (DEFICIT) EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024 (RESTATED) Common Stock Additional Paid-in Accumulated Stock Subscription Stockholders’ Equity Shares Amount Capital Deficit Receivable (Deficit) Balance at December 31, 2023 — $ — $ 28,857,965 $ ( 25,445,506 ) $ — $ 3,412,459 Retroactive application of recapitalization to December 31, 2023 1,396,000 6,980 ( 6,980 ) — — — Adjusted beginning balance 1,396,000 6,980 28,850,985 ( 25,445,506 ) — 3,412,459 Balance at January 1, 2024, after retroactive application of recapitalization 1,396,000 6,980 28,850,985 ( 25,445,506 ) — 3,412,459 Capital contributions from related party — — 487,273 — — 487,273 Issuance of common stock upon consummation of the Merger 120,093 600 ( 27,888,519 ) — — ( 27,887,919 ) Conversion of convertible notes into common stock upon consummation of the Merger 119,245 596 3,174,404 — — 3,175,000 Stock subscription receivable — — — — ( 80,241 ) ( 80,241 ) Earnout Arrangement — — 63,600,000 ( 63,600,000 ) — — Contingent consideration — — 906,000 ( 906,000 ) — — Convertible note – stock issuance loss — — 2,805,678 — — 2,805,678 Private Placements 347,016 1,735 12,930,262 — — 12,931,997 Issuance costs in connection with the Private Placements — — ( 419,499 ) — — ( 419,499 ) Shares issued from exercise of Series A Warrants 274,858 1,375 7,321,820 — — 7,323,195 Shares issued from exercise of Series B Warrants 114,992 575 2,671,354 — — 2,671,929 Issuance of common stock for Forward Purchase Agreement 190,860 954 3,123,425 — ( 2,372,232 ) 752,147 Issuance of common stock for Forward Purchase Agreement Compensation 57,000 285 1,025,715 — — 1,026,000 Forward Purchase Agreement – subscription receivable discount — — 93,113 — ( 93,113 ) — Stock-based compensation to consultant — — 700,000 — — 700,000 Shares issued to consultant 13,892 69 249,931 — — 250,000 Stock-based compensation — — 2,367,014 — — 2,367,014 Net Loss — — — ( 32,417,033 ) — ( 32,417,033 ) Balance at December 31, 2024 2,633,956 13,169 101,998,956 ( 122,368,539 ) ( 2,545,586 ) ( 22,902,000 ) Shares issued from exercise of Series A Warrants 280,287 101 4,475,753 — — 4,475,854 Conversion of convertible notes into common stock 68,095 339 527,161 — — 527,500 Reverse stock split ( 112 ) ( 13,311 ) 12,851 — — ( 460 ) Shares issued from Earnout Arrangement 450,000 45 ( 45 ) — — — Shares issued from Series C and D Warrant Conversion 3,447,957 343 43,030,159 — — 43,030,502 Shares issuable upon settlement of warrants — — 1,915,988 — — 1,915,988 Forward Purchase Agreement – subscription receivable discount — — 295,841 — ( 295,841 ) — Stock-based compensation to consultants 345,100 36 3,821,086 — — 3,821,122 Stock-based compensation 240,000 24 2,949,896 — — 2,949,920 Net Loss — — — ( 41,004,000 ) — ( 41,004,000 ) Balance at December 31, 2025 7,465,283 $ 746 $ 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. F- 6 SOLIDION TECHNOLOGY, INC. CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 2024 (Restated) Cash Flows From Operating Activities: Net loss $ ( 41,004,000 ) $ ( 32,417,033 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 294,442 350,509 Stock based compensation 2,949,920 2,367,014 Equity compensation expense 3,821,122 1,976,000 Non-cash interest expense — 303,061 Non-cash gain related to adjustment of note payable balance ( 257,512 ) — Change in fair value of derivative liabilities 28,250,727 ( 12,275,217 ) Loss on issuance of common stock and warrants — 31,033,622 Changes in operating assets and liabilities: Accounts receivable ( 4,111 ) 1,165 Inventory — ( 1,700 ) Prepaid expenses 36,527 3,515 Other current assets ( 76,166 ) — Accounts payable and accrued expenses 1,404,126 1,344,669 Income taxes payable ( 6,369 ) ( 82,898 ) Excise taxes 54,592 19,486 Net Cash Used In Operating Activities ( 4,536,702 ) ( 7,377,807 ) Cash Flows From Investing Activities: Purchases of property and equipment ( 117,812 ) — Capitalized patent costs ( 122,930 ) ( 246,074 ) Net Cash Used In Investing Activities ( 240,742 ) ( 246,074 ) Cash Flows From Financing Activities: Capital contributions from Global Graphene Group — 487,273 Cash received from NUBI Trust — 25,160,047 Discount payment related to Non Redemption Agreement — ( 13,937,997 ) Reimbursement of consideration shares related to the Forward Purchase Agreement — ( 2,193,800 ) Reimbursement of Recycled Shares related to Forward Purchase Agreement — ( 80,241 ) Transaction expenses in connection with the Merger — ( 8,948,009 ) Inflow from Merger — 17,555 Proceeds from convertible notes — 527,500 Proceeds from short-term notes 1,000,000 670,000 Repayment of short-term notes ( 42,671 ) ( 1,389,146 ) Proceeds from issuance of common stock and warrants in connection with Private Placement — 7,850,000 Proceeds from issuance of common stock from exercise of warrants 671,568 4,259,241 Issuance costs in connection with Private Placement — ( 419,499 ) Repayment of related party payable — ( 1,026,091 ) Cash used to settle fractional shares ( 460 ) — Net Cash Provided By Financing Activities 1,628,437 10,976,833 Net change in cash ( 3,149,007 ) 3,352,952 Cash at beginning of period 3,353,732 780 Cash at end of period $ 204,725 $ 3,353,732 Supplemental disclosure Cash paid for interest expense $ 16,627 $ 169,911 Cash paid for federal income taxes $ 6,369 $ 89,959 Supplemental disclosure of non-cash financing activities: Issuance of Common Stock upon the closing of the Merger $ — $ 4,993 Issuance of Common Stock for Forward Purchase Agreement $ — $ 3,124,379 Issuance of Common Stock upon cashless exercise of warrants $ 11 $ — Stock subscription receivable, net of discount $ — $ 2,372,232 FPA discount accretion $ 295,841 $ 93,113 Convertible notes converted to common shares $ 527,500 $ — Reclassification of warrant derivative liability to additional paid-in capital upon exercise of Series A warrants $ 3,804,286 $ — Conversion of Series C and Series D warrant derivative liabilities into common stock $ 43,030,502 $ — Reverse stock split — reclassification from common stock to additional paid-in capital $ 13,311 $ — Capitalized interest to principal balance of short-term note payable $ 29,777 $ 24,061 Shares issuable upon settlement of warrants $ 1,915,988 $ — The accompanying notes are an integral part of these consolidated and combined financial statements. F- 7 SOLIDION TECHNOLOGY, INC. NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Solidion Technology, Inc (the “Company”, “Solidion” or “Solidion Technology”), formerly known as Nubia Brand International Corp. prior to February 2, 2024, was incorporated in Delaware on June 14, 2021 and is an advanced battery technology company focused on the development and commercialization of next-generation battery materials, components, and energy storage solutions. Solidion is headquartered in Dallas, TX, with research and development and manufacturing operations located in Dayton, OH. On February 2, 2024, Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, the “Company”, “Solidion” or “Solidion Technology, Inc.”), consummated the merger (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). HBC was formerly the energy solutions division of Global Graphene Group, Inc. (“G3”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing. In accordance with the Merger Agreement the Company issued to the HBC stockholders aggregate consideration of 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) 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); and (iii) 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. F- 8 The Merger was accounted for as a common control transaction with respect to HBC which is akin to a reverse recapitalization. This conclusion was based on the fact that G3 had a controlling financial interest in HBC prior to the Merger and has a controlling financial interest in Solidion (which includes HBC as a wholly owned subsidiary). Net assets of Nubia were stated at their historical carrying amounts with no goodwill or intangible assets recognized in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Merger with respect to HBC was not treated as a change in control due primarily to G3 receiving the controlling voting stake in Solidion and G3’s ability to nominate a majority of the board of directors of Solidion. Under the guidance in ASC 805 for transactions between entities under common control, the assets and liabilities of HBC and Nubia are recognized at their carrying amounts on the date of the Merger. Under a reverse recapitalization, Nubia was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of HBC issuing stock for the net liabilities of Nubia, accompanied by a recapitalization. Going Concern The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the foreseeable future. Since the Company’s inception, it has experienced recurring net losses and net cash used in operating activities and has generated minimal sales. For the year ended December 31, 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. As of the balance sheet date and up to the date that the financial statements were issued, the Company does not have availability under any debt agreements. 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 cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations and meet its obligations through one year following the date that the financial statements were issued. 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. F- 9 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 debt; however, there is no assurance that management’s plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The Company’s current business activities consist of development and commercialization of battery materials, components, cells, and selected module/pack technologies. The Company faces inherent risks associated with its operations, such as the ongoing development of its technology, marketing, and distribution channels, as well as the enhancement of its supply chain and manufacturing capabilities. Additionally, the need to recruit additional management and key personnel is vital. The success of the Company’s development initiatives and the achievement of profitability hinge on various factors, including its ability to enter potential markets and secure sustainable financing in the future. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals. NOTE 2 — RESTATEMENT AND CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS Restatement of Fiscal Year 2024 Financial Statements 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) per share. 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. The Company further determined that the stock subscription receivable should have been recorded at its present value on the issuance date. The discount 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. F- 10 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 31, 2024. 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. The 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, 2024. 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. F- 11 The impact of the restatement on the previously reported condensed consolidated and combined balance sheet as of March 31, 2024, is as follows: March 31, 2024 (Unaudited) As Reported Adjustments As Restated 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; 1,738,005 issued and outstanding as of March 31, 2024 8,689 - 8,689 Additional paid-in capital 79,158,563 2,769,719 81,928,282 Stock subscription receivable ( 80,241 ) - ( 80,241 ) Accumulated Deficit ( 119,717,769 ) ( 2,769,719 ) ( 122,487,488 ) Total Stockholders’ Equity (Deficit) $ ( 40,630,758 ) $ - $ ( 40,630,758 ) 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 (Unaudited) As Reported Adjustments As Restated 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; 1,742,004 issued and outstanding as of June 30, 2024 8,709 - 8,709 Additional paid-in capital 79,610,239 2,873,709 82,483,948 Stock subscription receivable ( 80,241 ) - ( 80,241 ) Accumulated Deficit ( 97,699,353 ) ( 2,873,709 ) ( 100,573,062 ) Total Stockholders’ Equity (Deficit) $ ( 18,160,646 ) $ - $ ( 18,160,646 ) 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 (Unaudited) As Reported Adjustments As Restated 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; 2,346,815 issued and outstanding as of September 30, 2024 11,733 - 11,733 Additional paid-in capital 85,617,896 8,350,845 93,968,741 Stock subscription receivable ( 80,241 ) ( 2,395,919 ) ( 2,476,160 ) Accumulated Deficit ( 104,336,032 ) ( 5,954,926 ) ( 110,290,958 ) Total Stockholders’ Equity (Deficit) $ ( 18,786,644 ) $ - $ ( 18,786,644 ) The impact of the restatement on the consolidated and combined balance sheet as of December 31, 2024, is as follows: December 31, 2024 As Reported Adjustments As Restated 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; 2,633,956 issued and outstanding as of December 31, 2024 13,169 - 13,169 Additional paid-in capital 93,045,581 8,953,375 101,998,956 Stock subscription receivable ( 80,241 ) ( 2,465,345 ) ( 2,545,586 ) Accumulated Deficit ( 115,880,509 ) ( 6,488,030 ) ( 122,368,539 ) Total Stockholders’ Equity (Deficit) $ ( 22,902,000 ) $ - $ ( 22,902,000 ) F- 12 The impact 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 (Unaudited) As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities $ ( 8,182,500 ) $ - $ ( 8,182,500 ) Loss on issuance of Common Stock and Warrants ( 17,820,998 ) ( 2,769,719 ) ( 20,590,717 ) Interest income 311 - 311 Interest expense ( 3,739 ) - ( 3,739 ) Other income (expense) ( 1 ) - ( 1 ) Total other expense ( 26,006,927 ) ( 2,769,719 ) ( 28,776,646 ) Net loss before income tax provision ( 29,766,263 ) ( 2,769,719 ) ( 32,535,982 ) Income tax provision - - - Net loss $ ( 29,766,263 ) $ ( 2,769,719 ) $ ( 32,535,982 ) Weighted average shares outstanding, basic and diluted 1,563,968 24,839 1,588,807 Basic and diluted net loss per share $ ( 19.03 ) $ - $ ( 20.48 ) 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 follows: For the Six Months Ended June 30, 2024 (Unaudited) As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities $ 16,784,200 $ ( 103,990 ) $ 16,680,210 Loss on issuance of Common Stock and Warrants ( 17,820,998 ) ( 2,769,719 ) ( 20,590,717 ) Interest income 482 - 482 Interest expense ( 22,923 ) - ( 22,923 ) Other income (expense) 4,037 - 4,037 Total other income (expense) ( 1,055,202 ) ( 2,873,709 ) ( 3,928,911 ) Net income (loss) before income tax provision ( 7,747,847 ) ( 2,873,709 ) ( 10,621,556 ) Income tax provision - - - Net Income (loss) $ ( 7,747,847 ) $ ( 2,873,709 ) $ ( 10,621,556 ) Weighted average number of shares of common stock outstanding, basic 1,651,120 62,547 1,713,667 Basic net income (loss) per share of common stock $ ( 4.69 ) $ - $ ( 6.20 ) F- 13 The impact of the restatement on the condensed consolidated and combined statement of operations for the three months ended June 30, 2024 is as follows: For the Three Months Ended June 30, 2024 (Unaudited) As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities $ 24,966,700 $ ( 103,990 ) $ 24,862,710 Loss on issuance of Common Stock and Warrants - - - Interest income 171 - 171 Interest expense ( 19,184 ) - ( 19,184 ) Other income (expense) 4,038 - 4,038 Total other income (expense) 24,951,725 ( 103,990 ) 24,847,735 Net income (loss) before income tax provision 22,018,416 ( 103,990 ) 21,914,426 Income tax provision - - - Net Income (loss) $ 22,018,416 $ ( 103,990 ) $ 21,914,426 Weighted average number of shares of common stock outstanding, basic 1,738,272 100,255 1,838,527 Basic net income (loss) per share of common stock $ 12.67 $ - $ 11.92 Diluted net income (loss) $ 22,018,416 $ ( 12,029,950 ) $ 9,884,476 Weighted average number of shares of common stock outstanding, diluted 1,923,190 50,191 1,973,381 Diluted net income (loss) per share of common stock $ 11.45 $ - $ 5.01 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 (Unaudited) As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities $ 24,017,035 $ ( 2,433,060 ) $ 21,583,975 Loss on issuance of Common Stock and Warrants ( 27,475,797 ) ( 3,521,866 ) ( 30,997,663 ) Interest income 2,055 - 2,055 Interest expense ( 45,833 ) - ( 45,833 ) Other income (expense) 3,665 - 3,665 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 - - - Net Income (loss) $ ( 14,384,526 ) $ ( 5,954,926 ) $ ( 20,339,452 ) Weighted average number of shares of common stock outstanding, basic 1,764,630 113,833 1,878,463 Basic net income (loss) per share of common stock $ ( 8.15 ) $ - $ ( 10.83 ) F- 14 The impact of the restatement on the condensed consolidated and combined statement of operations for the three months ended September 30, 2024 is as follows: For the Three Months Ended September 30, 2024 (Unaudited) As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities $ 7,232,835 $ ( 2,329,070 ) $ 4,903,765 Loss on issuance of Common Stock and Warrants ( 9,654,799 ) ( 752,147 ) ( 10,406,946 ) Interest income 1,573 - 1,573 Interest expense ( 22,910 ) - ( 22,910 ) Other income (expense) ( 372 ) - ( 372 ) 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 1,989,183 215,289 2,204,472 Basic and diluted net income (loss) per share of common stock $ ( 3.34 ) $ - $ ( 4.41 ) 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 As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities $ 18,011,100 $ ( 5,735,883 ) $ 12,275,217 Los on issuance of Common Stock and Warrants ( 30,281,475 ) ( 752,147 ) ( 31,033,622 ) Interest income 13,806 - 13,806 Interest expense ( 366,963 ) - ( 366,963 ) Other income (expense) ( 5,934 ) - ( 5,934 ) 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 1,993,662 58,046 2,051,708 Basic and diluted net income (loss) per share of common stock $ ( 13.01 ) $ - $ ( 15.80 ) F- 15 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 (Unaudited) Additional Total Stockholders’ Paid-in Accumulated Equity Capital Deficit (Deficit) As Reported Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss — — — Net loss — ( 29,766,263 ) ( 29,766,263 ) Balance at March 31, 2024 $ 79,158,563 $ ( 119,717,769 ) $ ( 40,630,758 ) Adjustments Balance at January 1, 2024, after retroactive application of recapitalization — — — Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net loss — ( 2,769,719 ) ( 2,769,719 ) Balance at March 31, 2024 $ 2,769,719 $ ( 2,769,719 ) $ — As Restated Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net loss — ( 32,535,982 ) ( 32,535,982 ) Balance at March 31, 2024 $ 81,928,282 $ ( 122,487,488 ) $ ( 40,630,758 ) 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 (Unaudited) Additional Stockholders’ Paid-in Accumulated Equity Capital Deficit (Deficit) As Reported Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss — — — Net Loss — ( 29,766,263 ) ( 29,766,263 ) Balance at March 31, 2024 79,158,563 $ ( 119,717,769 ) ( 40,630,758 ) Shares issued from exercise of Series B Warrants 14 — 34 Net Income — 22,018,416 22,018,416 Balance at June 30, 2024 $ 79,610,239 $ ( 97,699,353 ) $ ( 18,160,646 ) Adjustments Balance at January 1, 2024, after retroactive application of recapitalization — — — Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net Loss — ( 2,769,719 ) ( 2,769,719 ) Balance at March 31, 2024 2,769,719 ( 2,769,719 ) — Shares issued from exercise of Series B Warrants 103,990 — 103,990 Net Loss — ( 103,990 ) ( 103,990 ) Balance at June 30, 2024 $ 103,990 $ ( 103,990 ) $ — As Restated Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) 3,412,459 Convertible note – stock issuance loss 2,769,719 — 2,769,719 Net Loss — ( 32,535,982 ) ( 32,535,982 ) Balance at March 31, 2024 81,928,282 ( 122,487,488 ) ( 40,630,758 ) Shares issued from exercise of Series B Warrants 104,004 — 104,024 Net Income — 21,914,426 21,914,426 Balance at June 30, 2024 $ 82,483,948 $ ( 100,573,062 ) $ ( 18,160,646 ) F- 16 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 (Unaudited) Additional Stock Stockholders’ Paid-in Accumulated Subscription Equity Capital Deficit Receivable (Deficit) As Reported Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) — 3,412,459 Convertible note – stock issuance loss — — — — Net Loss — ( 29,766,263 ) — ( 29,766,263 ) Balance at March 31, 2024 79,158,563 ( 119,717,769 ) ( 80,241 ) ( 40,630,758 ) Shares issued from exercise of Series B Warrants 14 — — 34 Net Income — 22,018,416 — 22,018,416 Balance at June 30, 2024 79,610,239 ( 97,699,353 ) ( 80,241 ) ( 18,160,646 ) Shares issued from exercise of Series A Warrants 162,007 — — 162,054 Shares issued from exercise of Series B Warrants 1,370 — — 1,886 Issuance of common stock for Forward Purchase Agreement ( 954 ) — — — Forward Purchase Agreement – subscription receivable discount — — — — Net Loss — ( 6,636,679 ) — ( 6,636,679 ) Balance at September 30, 2024 $ 85,617,896 $ ( 104,336,032 ) $ ( 80,241 ) $ ( 18,786,644 ) Adjustments Balance at January 1, 2024, after retroactive application of recapitalization — — — — Convertible note – stock issuance loss 2,769,719 — — 2,769,719 Net Loss — ( 2,769,719 ) — ( 2,769,719 ) Balance at March 31, 2024 2,769,719 ( 2,769,719 ) — — Shares issued from exercise of Series B Warrants 103,990 — — 103,990 Net Loss — ( 103,990 ) — ( 103,990 ) Balance at June 30, 2024 103,990 ( 103,990 ) — — Shares issued from exercise of Series A Warrants 31,703 — — 31,703 Shares issued from exercise of Series B Warrants 2,297,367 — — 2,297,367 Issuance of common stock for Forward Purchase Agreement 3,124,379 — ( 2,372,232 ) 752,147 Forward Purchase Agreement – subscription receivable discount 23,687 — ( 23,687 ) — Net Loss — ( 3,081,217 ) — ( 3,081,217 ) Balance at September 30, 2024 $ 5,477,136 $ ( 3,081,217 ) $ ( 2,395,919 ) $ — As Restated Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) — 3,412,459 Convertible note – stock issuance loss 2,769,719 — — 2,769,719 Net Loss — ( 32,535,982 ) — ( 32,535,982 ) Balance at March 31, 2024 81,928,282 ( 122,487,488 ) ( 80,241 ) ( 40,630,758 ) Shares issued from exercise of Series B Warrants 104,004 — — 104,024 Net Income — 21,914,426 — 21,914,426 Balance at June 30, 2024 82,483,948 ( 100,573,062 ) ( 80,241 ) ( 18,160,646 ) Shares issued from exercise of Series A Warrants 193,710 — — 193,757 Shares issued from exercise of Series B Warrants 2,298,737 — — 2,299,253 Issuance of common stock for Forward Purchase Agreement 3,123,425 — ( 2,372,232 ) 752,147 Forward Purchase Agreement – subscription receivable discount 23,687 — ( 23,687 ) — Net Loss — ( 9,717,896 ) — ( 9,717,896 ) Balance at September 30, 2024 $ 93,968,741 $ ( 110,290,958 ) $ ( 2,476,160 ) $ ( 18,786,644 ) F- 17 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 Additional Paid-in Capital Accumulated Deficit Stock Subscription Receivable Total Stockholders’ Equity (Deficit) As Previously Reported Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) — 3,412,459 Shares issued from exercise of Series A Warrants 4,255,907 — — 4,257,282 Shares issued from exercise of Series B Warrants 1,384 — — 1,959 Issuance of common stock for Forward Purchase Agreement ( 954 ) — — — Forward Purchase Agreement – subscription receivable discount — — — — Net Loss — ( 25,929,003 ) — ( 25,929,003 ) Balance at December 31, 2024 $ 93,045,581 $ ( 115,880,509 ) $ ( 80,241 ) $ ( 22,902,000 ) Adjustments Balance at January 1, 2024, after retroactive application of recapitalization — — — — Shares issued from exercise of Series A Warrants 3,065,913 — — 3,065,913 Shares issued from exercise of Series B Warrants 2,669,970 — — 2,669,970 Issuance of common stock for Forward Purchase Agreement 3,124,379 — ( 2,372,232 ) 752,147 Forward Purchase Agreement – subscription receivable discount 93,113 ( 93,113 ) Net Loss — ( 6,488,030 ) — ( 6,488,030 ) Balance at December 31, 2024 $ 8,953,375 $ ( 6,488,030 ) $ ( 2,465,345 ) $ — As Restated Balance at January 1, 2024, after retroactive application of recapitalization 28,850,985 ( 25,445,506 ) — 3,412,459 Shares issued from exercise of Series A Warrants 7,321,820 — — 7,323,195 Shares issued from exercise of Series B Warrants 2,671,354 — — 2,671,929 Issuance of common stock for Forward Purchase Agreement 3,123,425 — ( 2,372,232 ) 752,147 Forward Purchase Agreement – subscription receivable discount 93,113 — ( 93,113 ) — Net Loss — ( 32,417,033 ) — ( 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: March 31, 2024 (Unaudited) As Reported Adjustments As Restated Cash Flows From Operating Activities: Net loss $ ( 29,766,263 ) $ ( 2,769,719 ) $ ( 32,535,982 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and Amortization expense 94,392 - 94,392 Stock-based compensation 1,359,000 - 1,359,000 Change in fair value of derivative liabilities 8,182,500 - 8,182,500 Loss on issuance of common stock and warrants 17,820,998 2,769,719 20,590,717 There was no impact on net cash used in operating activities or within any line items within investing and financing activities. F- 18 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 (Unaudited) As Reported Adjustments As Restated Cash Flows From Operating Activities: Net loss $ ( 7,747,847 ) $ ( 2,873,709 ) $ ( 10,621,556 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and Amortization expense 197,303 - 197,303 Stock-based compensation 1,810,662 - 1,810,662 Change in fair value of derivative liabilities ( 16,784,200 ) 103,990 ( 16,680,210 ) Loss on issuance of common stock and warrants 17,820,998 2,769,719 20,590,717 There was no impact on net cash used in operating activities or within any line items within investing and financing activities. 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 (Unaudited) As Reported Adjustments As Restated Cash Flows From Operating Activities: Net loss $ ( 14,384,526 ) $ ( 5,954,926 ) $ ( 20,339,452 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and Amortization expense 298,805 - 298,805 Stock-based compensation 2,088,838 - 2,088,838 Equity compensation expense 1,726,000 - 1,726,000 Change in fair value of derivative liabilities ( 24,017,035 ) 2,433,060 ( 21,583,975 ) Loss on issuance of common stock and warrants 27,475,797 3,521,866 30,997,663 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: As Reported Adjustments As Restated Issuance of Common Stock upon the closing of the Merger $ 2,435 $ — $ 2,435 Issuance of Common Stock for Forward Purchase Agreement $ — $ 3,124,379 $ 3,124,379 Stock subscription receivable, net of discount $ — $ 2,372,232 $ 2,372,232 FPA discount accretion $ — $ 23,687 $ 23,687 F- 19 T he impact 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 As Reported Adjustments As Restated Cash Flows From Operating Activities: Net loss $ ( 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 350,509 - 350,509 Stock-based compensation 2,367,014 - 2,367,014 Equity compensation expense 1,976,000 - 1,976,000 Non-cash interest expense 303,061 - 303,061 Change in fair value of derivative liabilities ( 18,011,100 ) 5,735,883 ( 12,275,217 ) Loss on issuance of common stock and warrants 30,281,475 752,147 31,033,622 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: As Reported Adjustments As Restated Issuance of Common Stock upon the closing of the Merger $ 4,993 $ — $ 4,993 Issuance of Common Stock for Forward Purchase Agreement $ — $ 3,124,379 $ 3,124,379 Stock subscription receivable, net of discount $ — 2,372,232 $ 2,372,232 FPA discount accretion $ — $ 93,113 $ 93,113 Capitalized interest to principal balance of short-term note payable $ 24,061 $ — $ 24,061 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 balances. Additional Paid-in Capital Accumulated Deficit Stock Subscription Receivable Total Stockholders’ Equity (Deficit) Balance at January 1, 2025 (as previously reported) $ 93,045,581 $ ( 115,880,509 ) $ ( 80,241 ) $ ( 22,902,000 ) Correction of prior-period error – warrant remeasurement 5,735,883 ( 5,735,883 ) — — Correction of prior-period error – Issuance of FPA shares 3,124,379 ( 752,147 ) ( 2,372,232 ) — Correction of prior-period error – FPA subscription receivable discount 93,113 — ( 93,113 ) — Balance at January 1, 2025 (as restated) 101,998,956 ( 122,368,539 ) ( 2,545,586 ) ( 22,902,000 ) Net income — 9,194,630 — 9,194,630 Balance at March 31, 2025 103,535,931 ( 113,173,909 ) ( 2,545,586 ) ( 12,183,292 ) Net loss — ( 2,113,859 ) — ( 2,113,859 ) Balance at June 30, 2025 103,738,980 ( 115,287,768 ) ( 2,545,586 ) ( 14,094,102 ) Net loss — ( 4,092,145 ) — ( 4,092,145 ) Balance at September 30, 2025 104,518,211 ( 119,379,913 ) ( 2,545,586 ) ( 17,407,000 ) F- 20 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 warrants. 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 and combined financial statements (the “financial statements”) are presented in conformity with US GAAP and pursuant to the rules and regulations of the SEC. During the periods prior to the Closing date of the Merger, the Company operated as part of G3. Consequently, stand-alone financial statements have not historically been prepared for the Company. The accompanying financial statements have been prepared from G3’s historical accounting records and are presented on a stand-alone basis as if the Company’s operations had been conducted independently from G3. Therefore, the financial statements included herein may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if the Company had been a separate, stand-alone entity during the periods presented. The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The financial statements include the Company entities. All intercompany transactions have been eliminated for consolidation purposes. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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. F- 21 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. Expense information is also reviewed only at the consolidated level, as presented in the Company’s consolidated statement of operations. Research and development expense has been identified as a significant segment expense, with all other expense lines being considered part of ‘Other segment items.’ Additionally, the CODM evaluates assets on a consolidated basis. As such, the Company reports segment profit or loss, segment expenses, and segment assets on a consolidated and combined basis. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 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. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in such customer’s operating results or financial position. If circumstances related to a customer change, estimates of the recoverability of receivables would be further adjusted. As of December 31, 2025 and 2024, the Company determined that no allowance was required. 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 . Inventory Inventories are stated at the lower of first-in, first-out cost or net realizable value. The Company writes-down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The Company writes off obsolete inventories when the Company deems the value to be impaired. As of December 31, 2025 and 2024, the Company determined that no write off was required. Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. The Company 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. When 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. F- 22 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: 2025 2024 Land improvements $ 60,137 $ 60,137 Buildings 1,302,401 1,302,401 Building improvements 2,275,583 2,275,583 Machinery and equipment 2,204,815 2,087,003 Total property and equipment 5,842,936 5,725,124 Less: accumulated depreciation ( 3,820,893 ) ( 3,630,588 ) Property and equipment, net $ 2,022,043 $ 2,094,536 Depreciation expense of property and equipment was $ 190,305 and $ 224,616 for the year ended December 31, 2025 and 2024, respectively. Patents The Company capitalizes external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents. The Company’s intangible assets consist of capitalized costs for unissued patents and issued patents. Issued patents are carried at cost less accumulated amortization. Successful patent efforts are amortized over the life of the patent, and unsuccessful efforts are expensed. The issued patents are being amortized over a useful life of 20 years. Amortization of the patent costs commences upon patent issuance. Net unissued and issued patents were $ 1,155,195 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. Based on its assessments, the Company did not incur any impairment charges for the year ended December 31, 2025 and 2024. Intangible assets consisted of the following as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Issued patents Gross carrying amount $ 1,585,894 $ 1,507,352 Less: accumulated amortization ( 749,467 ) ( 645,337 ) Issued patents, net 836,427 862,015 Patents pending (not amortized) 1,155,196 1,110,815 Total intangible assets, net $ 1,991,623 $ 1,972,830 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. Leases The Company determines whether an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use assets are recognized as the lease liability, adjusted for lease incentives received and prepayments made. Lease liabilities are recognized based on the present value of remaining lease payments over the lease term. When the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. Leases with an initial lease term of 12 months or less are not recorded on the consolidated 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 term. 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. F- 23 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. dollars using the exchange rates at the balance sheet dates for assets and liabilities, the historical exchange rate for stockholders’ equity accounts and a weighted average exchange rate for revenue, expenses and gains or losses. Foreign currency translation adjustments are accumulated in a separate component of stockholders’ deficit until the foreign business is sold or substantially liquidated. Foreign currency translation adjustments for the periods presented in these financial statements were not material. 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 advancement. 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. Research 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. F- 24 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. Forfeitures 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 period. 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 to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does not expect to pay any cash dividends in the foreseeable future. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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. F- 25 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. 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 periods. 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. As such, net (loss) per common stock is the same for basic and diluted loss per share for the year ended December 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, 2025: December 31, 2025 HBC Holdback Shares 4,000 Warrants - Public 123,500 Warrants - Private 108,100 Warrants - Series A 508,857 Stock-based compensation - equity awards 19,333 Stock-based compensation - warrants 12,000 Total common stock equivalents excluded from dilutive loss per share 775,790 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: December 31, 2024 HBC Holdback Shares 4,000 Warrants – Public 123,500 Warrants – Private 108,100 Warrants - Series A 167,976 Warrants - Series C 488,699 Warrants - Series D 244,349 HBC Earnout Shares 450,000 Total common stock equivalents excluded from dilutive loss per share 1,586,624 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. F- 26 Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). See Note 13. Equity-Linked Instruments The Company evaluates all equity-linked contracts, including warrants and the Forward Purchase Agreement (“FPA”), to determine classification as either equity or liability in accordance with FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and FASB ASC 815, Derivatives and Hedging (“ASC 815”). This assessment considers whether the instruments meet the fixed-for-fixed equity classification criteria and whether any provisions require liability treatment, including potential “net cash settlement” outside of the Company’s control. Instruments that qualify for equity classification are recorded as a component of additional paid-in capital, while those requiring liability classification are measured at fair value, with subsequent changes recorded in earnings. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the FPA and warrants are outstanding. Warrants For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the outstanding public warrants and private placement warrants (“Private Warrants”) issued in connection with Nubia’s initial public offering in 2022 as equity-classified instruments under ASC 815-40 since they qualify as being indexed to the company’s own stock for equity classification criteria and do not contain provisions that would require liability classification. The Company accounts for the outstanding Series A 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 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. 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 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. The 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. F- 27 Reverse Stock Split On May 12, 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 In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. The standard did not change the definition of a segment, the method for determining segments or the criteria for aggregating operating segments into reportable segments. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption is required for all prior periods presented in the financial statements. The Company adopted the amendment effective January 1, 2024 for annual reporting purposes. The adoption did not have a material impact to the Company’s financial statements or disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. 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 Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated 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: Cash received from NUBI Trust 25,160,047 Less: discount payment related to Non Redemption Agreement ( 13,937,997 ) Less: reimbursement for consideration shares related to the FPA ( 2,193,800 ) Less: reimbursement for Recycled Shares related to the FPA ( 80,241 ) Less: transaction expenses paid in connection with the Merger ( 8,948,009 ) Net cash received from NUBI Trust - Add: cash from NUBI operating account 17,555 Add: prepaid expenses 165,407 Less: derivative liabilities ( 20,889,950 ) Less: other liabilities ( 4,086,172 ) Reverse recapitalization, net ( 24,793,160 ) F- 28 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 120,095 Shares issued to Nubia convertible noteholders 119,247 Predecessor HBC Shares 1,396,000 Common stock immediately after the closing of the Merger 1,635,342 The number of Predecessor HBC shares as follows: Predecessor HBC Shares Shares issued to shareholders of Predecessor HBC Common stock 1,000 1,396,000 IPO warrants In connection with Nubia’s 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 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, depending on whether the G3 Tax Lien was settled by G3 prior to closing. See Note 6 for further discussion regarding Holdback Shares related to the G3 Tax Lien. As of the Merger closing and 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 815-40. Based on this guidance, the Company concluded that the Earnout Arrangement qualifies for equity classification. As the merger has been accounted for as a reverse recapitalization, the fair value of the Earnout Arrangement has been accounted for as an equity transaction as of the Closing Date of the Merger. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Arrangement at the date of the merger, which included the following assumptions: stock price of $ 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, infused capital resources into the business to cover operating expenses incurred prior to the close of the merger. The capital contributions from G3 included allocations for payroll, rent and facility costs, and professional services. The total capital contributions from G3 amounted to $0 and $ 487,273 for the year ended December 31, 2025 and 2024, respectively. F- 29 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 Date. 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. F- 30 NOTE 6 — COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business, 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. G3 Tax Lien The Internal Revenue Service has placed a federal tax lien on all the property and rights to property belonging to G3 which would include any proceeds from sale of property assets included in the financial statements of the Company. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance owed is approximately $ 2,200,000 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 issued. The G3 Tax Lien represents a potential obligation that would become payable only upon the sale of the building. As the timing and likelihood of such a sale are uncertain and there are no immediate plans to sell, the Company has not recorded a liability on the balance sheet for this contingent obligation. Should the Company decide to sell the building in the future, this lien may need to be settled from the proceeds of the sale, which could impact the net cash inflow from such a transaction. The Company will continue to monitor the situation and will recognize a liability in the financial statements if and when it becomes probable that the building will be sold and the lien will need to be satisfied. F- 31 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. Common Stock The Company is authorized to issue 300,000,000 shares of common stock with a par value of $ 0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 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 . The issuance costs associated with the March Private Placement, including fees to the placement agent and other expenses, totaled $ 522,867 , of which $ 262,064 was allocated to the issuance of March Private Placement common stock and $ 260,803 was allocated to the issuance of series A and B warrants. The March Private Placement closed on March 15, 2024. As part of the March Private Placement, the Company issued an aggregate of 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. F- 32 NOTE 8 — WARRANTS 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 $ 0.50 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. 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 period. The Private Warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are held by the holders of the private warrants or their permitted transferees. The holders of the Private Warrants or their permitted transferees have the option to exercise the private warrants on a cashless basis. If the Private Warrants are held by holders other than the holders of the Private Warrants and their permitted transferees, the Private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in the Company’s initial public offering. If exercised on a cashless basis, holders will receive shares of common stock based on the difference between the warrant exercise price and the fair market value of the stock. Fair market value is determined as the average last sale price of the common stock over the 10 trading days ending on the third trading day before the exercise notice date. The reason that The Company have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the holders of the Private Warrants and their permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell the Company’s securities in the open market will be significantly limited. The Company has policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who typically could sell the shares of common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, The Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate. In addition, holders of the Company’s Private Warrants are entitled to certain registration rights. The Company evaluated the Private Warrants and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the Private Warrants qualify for equity classification. Series A and Series B Warrants The Series A and Series B Warrants issued in conjunction with the March Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance, with remeasurement in each subsequent period. As such, on the date of issuance the Company allocated the proceeds between the common stock, Series A Warrants and Series B Warrants first to the fair value of the Series A Warrants and Series B Warrants, which were recorded as a liability. 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. F- 33 The Company used a Monte Carlo analysis to determine the fair value of the warrants at the date of issuance on March 15, 2024 and as of the reporting date. The total fair value of the Series A Warrants and Series B Warrants measured at issuance was $ 12,656,550 and $ 82,450 , respectively, which exceeded the total gross proceeds from the March Private Placement of $ 3,850,000 . As the fair value of the derivative liability exceeded the proceeds on the day of issuance, the difference was recorded as a loss from issuance of 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 a liability. The Company used a Monte Carlo analysis to determine the fair value of the warrants at the date of issuance on August 30, 2024 and as of the reporting date. The total fair value of the Series C Warrants and Series D Warrants measured at issuance was $ 8,114,650 and $ 1,540,150 , respectively, which exceeded the total gross proceeds from the August Private Placement of $ 4,000,000 . As the fair value of the derivative liability exceeded the proceeds on the day of issuance, the difference was recorded as a loss from issuance of 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. 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 agreement. 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. F- 34 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” after the consummation of the Merger. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the FPA previously filed with the SEC. Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase up to 9.9 % of the total Class A ordinary shares, par value $ 0.0001 per share (“Additional Shares”) outstanding following the closing of the Merger, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”). Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would exceed 9.9 % of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9 % ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement. The FPA provides for a prepayment shortfall equal to 0.50 % of the product of Recycled Shares and the Initial Price. The Seller may conduct Shortfall Sales at its discretion to recover this shortfall without triggering early termination obligations. The Prepayment Amount payable to the Seller is calculated based on the number of shares purchased and the redemption price, less any prepayment shortfall, and is funded from the Counterparty’s Trust Account. Additionally, up to 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 . F- 35 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 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 derivatives account on the Company’s consolidated and combined statements of operations. The Company utilized a Monte Carlo simulation model to determine the fair value of the FPA, comprising Recycled Shares of 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 31, 2025. 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. ● Prepayment Shortfall Consideration: Seller may now sell Additional Shares and Recycled Shares at any price, without an Early Termination Obligation, until sale proceeds reach 120 % of the Prepayment Shortfall. ● Shortfall Sales: The Company agrees not to issue or sell additional shares or convertible securities without Seller’s consent until specific conditions are met. ● Shortfall Variance: If a shortfall occurs, the Company must either pay the Shortfall Variance in cash or issue additional shares to the Seller. ● Share Consideration: Seller is entitled to designate 57,000 common shares as (“Share Consideration”) ● VWAP Trigger Event: 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, the Seller agreed to temporarily forbear from exercising any rights under the Forward Purchase Agreement related to certain valuation events, including a Shortfall Variance Registration Failure, VWAP Trigger Event, or Registration Failure (collectively, “Valuation Date Events”), during the period from the Pricing Date through December 31, 2024 (the “Standstill Period”). After the Standstill Period, if any Valuation Date Events have occurred, the Seller’s rights under the agreement will be reinstated. Additionally, the Company agreed to file a registration statement within 20 business days of the Amendment to register the resale of the Additional Shares and Share Consideration (collectively, the “Meteora Shares”). The Company will use commercially reasonable efforts to have the registration statement declared effective within 60 calendar days of the Amendment. No other shares may be registered before the Meteora Shares, though they may be registered concurrently in the same resale registration statement. Further, the Amendment restricts the Seller from selling more than 10 % of the daily trading volume of the Company’s common stock until 30 days after the effectiveness of the resale registration statement, except on days when trading volume exceeds 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 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 fees related to this Action in an amount up to $ 65,000 . “Action” means (i) the Complaint for Specific Performance and Money Damages filed July 16, 2024 thereby initiating Case No. 2024-0752-LWW Meteora Capital Partners, LP v. Solidion Technology, Inc. in the Court of Chancery of the State of Delaware (the “Delaware Chancery Court”) and (ii) the Motion for Default Judgment filed by Seller related to such complaint on August 13, 2024. On September 9, 2024, the Company and the Seller filed the Stipulation in Delaware Chancery Court. On August 29, 2024, the Company issued 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 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. F- 36 Non-Redemption Agreement On December 13, 2023, NUBI entered into a non-redemption agreement (the “Non-Redemption Agreement”) with certain investors named therein (each, a “Backstop Investor”), each acting on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by each such Backstop Investor or its affiliates. Pursuant to each Non-Redemption Agreement, each Backstop Investor agreed that, on or prior to Closing, it will beneficially own not greater than the lesser of (i) that number of Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number of NUBI Shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of NUBI Shares would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding 9.99 % of the total number of issued and outstanding NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Shares in connection with the second special meeting of NUBI stockholders to be held for the purpose of approving the Merger (the “Second Special Meeting”); provided, however, that in the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Shares for redemption, Backstop Investor shall rescind or reverse such redemption request prior to Closing and NUBI shall accept such request(s) promptly once submitted by Backstop Investor. On February 2, 2024, upon the consummation of the Merger, NUBI paid each Backstop Investor a cash discount payment from the proceeds remaining in trust account for their respective Backstop Shares as part of the Non-Redemption Agreement. The discount payment amount was calculated as the product of (x) the number of Backstop Shares and (y) the Redemption Price, less $ 4.00 . The total number of Backstop Shares was 2,000,000 , and the adjusted Redemption Price was $ 10.97 per share. In total, $ 13,937,997 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, the Company issued convertible notes of $ 527,500 to meet our working capital requirements. At various dates during September and October 2024, the Company and three separate investors amended their respective convertible notes, resulting in a total of approximately an additional 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 70,000 common shares. The outstanding balance on convertible notes was $ 527,500 as of December 31, 2024. 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. In the case of an event of default, this Note shall bear interest at a rate of 24 % per annum until such event of default is cured. The principal amount of this Promissory Note is payable on designated dates, with $ 183,333 scheduled on the first business day of each month until the final payment on March 1, 2025. As of December 31, 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. 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 . 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 31, 2025. The outstanding balance of the Promissory Note was $ 621,732 and 634,627 as of December 31, 2025 and 2024, respectively. The accrued but unpaid interest on the Promissory Note totaled approximately $ 28,614 and $ 3,304 as of December 31, 2025 and 2024, respectively. F- 37 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. NOTE 11 — INCOME TAXES The income tax provision consists of the following for the years ended December 31, 2025 and 2024: 2025 2024 Federal Current $ - $ - Deferred - - State and local Current - - Deferred - - Income tax provision / (benefit) $ - $ - 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: 2025 Amount % Statutory federal income tax $ ( 8,597,455 ) 21.00 % State and local taxes, net of federal tax benefit ( 250,603 ) 0.61 % Warrants and issuance of common stock 5,932,653 ( 14.49 )% Adjustment to deferred tax assets ( 52,186 ) 0.13 % Other 160 0 % Change in valuation allowance 2,967,432 ( 7.25 )% Income tax expense $ - 0 % 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: 2024 Statutory federal income tax rate 21.00 % State and local taxes, net of federal tax benefit 1.04 Warrants and issuance of common stock ( 12.15 ) Adjustment to deferred tax assets ( 6.32 ) Other ( 0.87 ) Change in valuation allowance ( 2.71 ) Income tax expense 0 % F- 38 The Company’s deferred tax assets are as follows at December 31, 2025 and 2024: 2025 2024 Deferred tax asset: Net operating loss carryforward $ 4,428,341 $ 1,534,755 Capitalized research and development 808,845 1,081,840 Equity-based compensation 1,174,237 496,493 Accrued legal fees - 453,986 Organizational and start-up costs 377,374 379,620 Accrued expenses 2,447 33,956 Accrued compensation 248,187 75,639 Intangible assets 42,217 26,557 Total deferred tax asset before valuation allowance 7,081,648 4,082,846 Less: Valuation allowance ( 6,905,353 ) ( 3,923,277 ) Total deferred tax asset after valuation allowance 176,295 159,569 Deferred tax liability: Fixed assets ( 176,295 ) ( 159,569 ) Net deferred tax asset $ - $ - In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the 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 tax assets. 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 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. F- 39 The following table indicates the changes to the Company’s uncertain tax positions for the years ended December 31, 2025 and 2024: 2025 2024 Balance, beginning of the year $ 207,022 $ - Additions based on tax positions related to prior years - Payments made on tax positions related to prior years - Additions based on tax positions related to current year 158,223 207,022 Balance, end of year $ 365,244 $ 207,022 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. For 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 31, 2025. 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: Number of Shares Weighted Average Grant-Date Fair Value Outstanding at January 1, 2025 - - Granted 278,000 $ 6.55 Vested 252,667 6.78 Cancelled - - Outstanding at December 31, 2025 530,667 $ 6.66 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 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. Warrants During 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. There 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. F- 40 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 market-based conditions: Number of Shares Weighted Average Grant-Date Fair Value Beginning of period - - Granted 120,000 $ 40.00 Vested - - Cancelled - - End of period 120,000 $ 40.00 Awards with Performance Conditions In connection with the aforementioned executive employment agreements, certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain capital raise targets. In addition, these executives can also receive a cash bonus equal to 2.5 % of the equity value of the Company (up to $ 10 million for each executive, totaling $ 20 million) in an applicable sale of the Company as defined by the terms of the employment agreements. Through December 31, 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. F- 41 The following table presents information about the Company’s 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. December 31, December 31, Description: Level 2025 2024 Derivative Liabilities: Forward purchase agreement 3 $ 1,388,700 $ 6,404,100 Warrants – Series A 3 $ 3,383,900 $ 4,955,300 Warrants – Series C and D 3 $ — $ 13,913,250 Forward purchase agreement The Company used a Monte Carlo analysis to determine the fair value of the FPA, assuming 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: December 31, December 31, 2025 2024 Risk-free interest rate 3.48 % 4.25 % Stock price $ 7.09 $ 35.00 Expected life 1.1 years 2.1 years Expected volatility of underlying stock 175.0 % 105.0 % Dividends 0 % 0 % The model measured the total present value of the Company’s proceeds 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: Series A Warrants Series B Warrants Expected term (in years) 5.7 years 5.7 years Stock price $ 87.00 $ 87.00 Risk free rate 4.2 % 4.2 % Expected volatility 82.5 % 82.5 % Expected dividend rate $ 0.00 $ 0.00 Exercise Price $ 37.50 $ 0.01 The total fair value of the Series A Warrants and Series B Warrants measured at issuance was $ 12,656,550 and $ 82,450 , respectively. The Company utilized a Black-Scholes model to determine the fair value of the Series A Warrants at December 31, 2025, which included the following assumptions: Series A Warrants Expected term 3.9 years Stock price $ 7.09 Risk free rate 3.6 % Expected volatility 165.0 % Expected dividend rate $ 0.00 Exercise Price $ 3.10 F- 42 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 4.9 years Stock price $ 35.00 Risk free rate 4.4 % Expected volatility 102.5 % Expected dividend rate $ 0.00 Exercise Price $ 16.37 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: Series C Warrants Series D Warrants Expected term 5.6 years 5.6 years Stock price $ 16.00 $ 16.00 Risk free rate 3.7 % 3.7 % Expected volatility 105.0 % 105.0 % Expected dividend rate $ 0.00 $ 0.00 Exercise Price $ 16.37 $ 0.0050 The total fair value of the Series C Warrants and Series D Warrants measured at issuance was $ 8,114,650 and $ 1,540,150 , respectively. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at December 31, 2024, which included the following assumptions: Series C Warrants Series D Warrants Expected term (in years) 5.6 years 5.6 years Stock price $ 35.00 $ 35.00 Risk free rate 4.4 % 4.4 % Expected volatility 102.5 % 102.5 % Expected dividend rate $ 0.00 $ 0.00 Exercise Price $ 16.37 $ 0.0050 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 date. 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. F- 43 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2025 and 2024. Fair Value Measurement Using Level 3 Forward Purchase Agreement Inputs Total Balance, December 31, 2023 $ - Initial measurement, February 2, 2024 20,889,950 Change in fair value ( 14,485,850 ) Balance, December 31, 2024 6,404,100 Change in fair value ( 5,015,400 ) Balance, December 31, 2025 1,388,700 Fair Value Measurement Using Level 3 Warrants – Series A and B Inputs Total Balance, December 31, 2023 $ - Initial measurement, March 15, 2024 12,739,000 Change in fair value ( 7,783,700 ) Balance, December 31, 2024 4,955,300 Change in fair value ( 1,571,400 ) Balance, December 31, 2025 3,383,900 Fair Value Measurement Using Level 3 Warrants – Series C and D Inputs Total Balance, December 31, 2023 $ - Initial measurement, August 30, 2024 9,654,800 Change in fair value 4,258,450 Balance, December 31, 2024 13,913,250 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 assumptions: 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 The Company utilized a Monte Carlo simulation analysis to determine the fair value of the awards with market-based conditions at the date of the Merger, which included the following assumptions: stock price of $ 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 8, 2025. 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. F- 44 (b) Exhibits Exhibit No. Description 2.1 Merger Agreement, dated February 16, 2023, by and among Nubia Brand International Corp., Honeycomb Battery Company, and Nubia Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 17, 2023). 3.1 Amended and Restated Certificate of Incorporation of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) 3.2 Amended and Restated Bylaws of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) 4.2 Specimen Warrant Certificate (included in Exhibit 4.3) 4.3 Warrant Agreement, dated March 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2022) 4.4 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) 10.1 Letter Agreement, dated March 10, 2022, by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.2 Forward Purchase Agreement, dated December 13, 2023, by and among Nubia Brand International Corp., Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2023) 10.3 Registration Rights Agreement, dated March 10, 2022, by and among the Registrant and certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.4# 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) 10.5 Indemnity Agreements, each dated as of March 10, 2022, by and between the Registrant and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.6 Private Placement Warrants Subscription Agreement, dated March 10, 2022, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.7 Representative Share Letter, dated March 10, 2022 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) 10.8 Form of Convertible Promissory Note. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) 10.9 Letter Agreement, dated December 13, 2023, by and between Nubia Brand International Corp. and Mach FM Acquisitions, LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024) 10.10 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). 10.11 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) 10.12 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) 10.13 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) 10.14 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) 10.15 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) 59 Exhibit No. Description 10.16 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) 10.17 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) 10.18 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) 10.19# 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) 10.20 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) 10.21 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) 10.22 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) 10.23 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) 10.24 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) 10.25 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) 10.26 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) 10.27 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) 16.1 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) 19.1 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) 23.1* Consent of CBIZ CPAs P.C. 23.2* Consent of Deloitte & Touche LLP 24.1 Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K). 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Solidion Technology Inc. Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). 99.1 Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). 99.2 Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 12, 2024). 99.3 2023 Stock Incentive Plan for Solidion Technology, Inc. (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024) 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. # Indicates a management or compensatory plan. ITEM 16. FORM 10-K SUMMARY None. 60 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Solidion Technology, Inc. Dated: April 15, 2026 By: /s/ Jaymes Winters Name: Jaymes Winters Title: Chief Executive Officer (Principal Executive Officer) Solidion Technology, Inc. Dated: April 15, 2026 By: /s/ Vlad Prantsevich Name: Vlad Prantsevich Title: Chief Financial Officer (Principal Accounting and Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Jaymes Winters Chief Executive Officer (Principal executive officer) and Director April 15, 2026 Jaymes Winters /s/ Vlad Prantsevich Chief Financial Officer April 15, 2026 Vlad Prantsevich /s/ Dr. Bor Jang Chairman of the Board of Directors and Chief Science Officer April 15, 2026 Dr. Bor Jang /s/ John Davis Director April 15, 2026 John Davis /s/ Karin-Joyce (KJ) Tjon Director April 15, 2026 Karin-Joyce (KJ) Tjon 61