As filed with the Securities and Exchange Commission on February ~~October 2~~12, 2026. ~~2024~~

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

~~__________________________________~~__________________________

FORM S-1REGISTRATION ~~STATEMENTUnderTHE~~STATEMENTUNDERTHE SECURITIES ACT OF 1933

~~__________________________________~~__________________________

SOLIDION TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)

~~__________________________________~~__________________________

Delaware		3359		87-1993879
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

13355 Noel Rd, Suite 1100
Dallas, TX 75240
(972) 918-5120
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~__________________________________~~__________________________

Jaymes Winters
Chief Executive Officer
Solidion Technology, Inc.
13355 Noel Rd, Suite 1100
Dallas, TX 75240
(972) 918-5120
(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~__________________________________~~__________________________

With copies to:

~~Mitchell~~Aslam SA. ~~Nussbaum~~ RawoofBenesch, ~~Esq.Alex~~Friedlander, ~~Weniger-Araujo~~Coplan & Aronoff LLP1155 Avenue of the Americas, ~~Esq~~Floor 26New York, New York 10036(646) 593-7050 Robert F.~~Loeb~~ Charron Ellenoff Grossman & ~~Loeb~~Schole ~~LLP345~~LLP ~~Park~~1345 ~~AvenueNew~~ Avenue of the Americas New York, New York ~~10154Telephone:~~10105 (212) ~~407~~ 370-~~4000~~1300

~~__________________________________~~__________________________

Approximate date of commencement of proposed sale to the public: ~~From~~As ~~time~~soon toas ~~time~~practicable after the effective date. ~~If any~~ of ~~the securities being registered on~~ this ~~Form~~Registration ~~are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box~~Statement. ☒

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any ~~State~~jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED ~~OCTOBER~~February 212, ~~2024~~2026

SOLIDION TECHNOLOGY, INC.

Up2,000,000 Shares of Common StockPre-Funded Warrants to ~~293~~Purchase up to 2,~~457~~000,~~926~~ 000 Shares of Common Stock(~~Including~~and up to ~~183~~2,~~977~~000,~~870~~ 000 Shares of Common Stock ~~Issuable~~Underlying ~~Upon~~the ~~Exercise~~Pre-Funded of Warrants)

~~This~~We ~~prospectus~~are ~~relates~~offering up to ~~the~~2,000,000 ~~possible~~shares ~~resale~~of ~~from~~our ~~time~~common tostock, ~~time~~par byvalue ~~the~~$0.0001 ~~selling~~per ~~securityholders~~share ~~named~~(our ~~herein~~“common ofstock”), upat toan ~~293,457,926~~assumed ~~shares~~public ofoffering ~~common~~price ~~stock,~~of $06.~~001~~30 ~~par value~~ per share. (The final public offering price will be determined through negotiation between us and the ~~“Common~~underwriter ~~Stock”)~~based upon a number of factors, including our history and our prospects, the industry in which ~~consists~~we operate, our past and present operating results and the general condition of: the securities markets at the time of this offering and may be at a discount to the current market price.

~~• (i) 12~~We are also offering to those purchasers,~~217~~ if any,~~468~~ ~~shares~~whose purchase of ~~Common~~common ~~Stock~~stock ~~issued~~in ~~pursuant~~this tooffering ~~that~~would ~~certain~~otherwise ~~Securities~~result ~~Purchase~~in ~~Agreement~~any such purchaser, ~~dated~~together ~~August 30~~with its affiliates, ~~2024~~beneficially owning more than 4.99% (or, byat ~~and~~the ~~between~~election usof ~~and~~such purchaser, 9.99%) of our outstanding common stock immediately following the ~~selling~~consummation ~~securityholders~~of this offering, the opportunity to purchase pre-funded warrants in lieu of shares of our common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the ~~“Purchase~~election ~~Agreement”~~of such purchaser, 9.99%) of our outstanding common stock. The purchase price for each pre-funded warrant will equal the per share public offering price for the common stock in this offering less the $0.0001 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable upon issuance and will not expire prior to exercise. For each pre-funded warrant that we sell, the number of shares of common stock that we are selling will be decreased on a one-for-one basis.

~~• (ii) up~~Our tocommon ~~172,397,870~~stock ~~shares~~is oflisted ~~Common~~on ~~Stock~~the ~~issuable~~Nasdaq ~~upon~~Capital Market under the ~~exercise~~symbol of“STI.” On February 11, 2026, the ~~warrants~~last ~~issued~~reported ~~pursuant~~sales toprice ~~the~~for ~~Purchase~~our ~~Agreement~~common ~~(the~~stock ~~“PIPE~~was ~~Warrants”);~~$6.30 per share.

~~• (iii)~~There ~~9,358,586~~is ~~shares~~no ofestablished ~~Common~~trading ~~Stock~~market ~~issuable~~for ~~upon~~ the ~~conversion~~pre-funded ofwarrants ~~certain~~and ~~promissory~~we ~~notes~~do ~~issued~~not byexpect usa onmarket ~~September~~to ~~29,~~develop. ~~2023,~~We ~~October~~do ~~12,~~not ~~2023,~~intend ~~November~~to ~~16,~~apply ~~2023,~~for ~~January~~listing ~~30,~~of ~~2024,~~the ~~January~~pre-funded ~~31,~~warrants ~~2024,~~on ~~February~~any 1,national ~~2024~~securities ~~and~~exchange ~~February~~or 2,trading ~~2024~~system. ~~(the~~Without ~~“Convertible~~an ~~Notes~~active trading market,” ~~and~~the ~~such~~liquidity ~~shares,~~of the ~~“Convertible~~pre-funded ~~Note~~warrants ~~Shares”);~~will be limited.

~~• (iv)~~We ~~68,050,000~~are ~~shares~~an of“emerging ~~Common~~growth ~~Stock~~company” ~~issued~~under tothe ~~Global~~federal ~~Graphene~~securities ~~Group,~~laws ~~Inc.~~and ~~pursuant~~are subject to ~~the~~reduced ~~Merger~~public ~~Agreement,~~company ~~dated~~reporting ~~February~~requirements. 2Additionally, ~~2024~~we ~~(the~~are a “~~Merger~~smaller ~~Agreement~~reporting company”) under the federal securities laws and, byas such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and ~~among~~future ~~Nubia~~filings. ~~Brand~~See ~~International~~“Prospectus Summary ~~Corp~~— Smaller Reporting Company” and “Prospectus Summary — Emerging Growth Company” for additional information. (Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “~~Nubia~~Risk Factors”), ~~Honeycomb~~beginning ~~Battery~~on ~~Company,~~page ~~Nubia~~10 ~~Merger~~of ~~Sub~~this prospectus, ~~Inc~~and under similar headings in any amendment or supplements to this prospectus.; Neither the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

• (v) 3,750,000 shares of Common Stock issued to Arbor Lake Capital, Inc. with 1,750,000 shares issued pursuant to the Merger Agreement and 2,000,000 issued pursuant to the amended Strategic Cooperation Consulting Agreement, dated September 11, 2024, by and between the Company and Arbor Lake Capital, Inc.;

	Per Share	Per Pre-Funded Warrant	Total
Public Offering Price	$	$	$	—
Underwriting discounts and commissions(1)		$	$	—
Proceeds to the Company before offering expenses	$	$	$	—

• (iv) 500,000 shares of Common Stock issued to Arbor Lake Capital LLC pursuant to the Consulting Agreement, dated January 31, 2024, by and between the Company and Arbor Lake Capital LLC; ____________

• (vi1) We ~~3,087,500~~have ~~shares~~agreed ofto ~~Common~~pay ~~Stock~~the ~~originally~~Underwriter ~~issued~~a cash fee equal to ~~Mach~~7.0% FMof ~~Acquisitions~~the ~~LLC~~gross (proceeds of this offering. This does not include the reimbursement of certain expenses of the Underwriter we have agreed to pay. See “~~Sponsor~~Underwriting”) ~~and~~beginning ~~its~~on ~~affiliates~~page in88 ~~connection~~of ~~with~~this prospectus for additional information about the ~~initial~~expenses ~~public~~for ~~offering~~which ofwe ~~Nubia;~~have agreed to reimburse the underwriters in connection with this offering.

~~• (vii)~~We ~~12,393,002~~have ~~shares~~granted ofthe ~~Common~~underwriter ~~Stock~~an ~~issued~~option tofor ~~Meteora~~a ~~Capital~~period ~~Partners,~~of ~~LP,~~30 days ~~Meteora~~from ~~Select~~the ~~Trading~~date ~~Opportunities~~of ~~Master,~~this ~~LP,~~prospectus ~~and~~to ~~Meteora~~purchase ~~Strategic~~up ~~Capital~~to an additional 300,000 ~~LLC~~shares ~~pursuant~~of toour ~~that~~common ~~certain~~stock. ~~forward~~We ~~purchase~~expect ~~agreement,~~to ~~dated~~deliver ~~December~~the ~~13,~~shares ~~2023,~~and pre-funded warrants (as ~~amended~~applicable) on ~~August~~or 29about , ~~2024;~~2026.

~~• (viii)~~Lucid ~~123,500~~Capital ~~shares of Common Stock issued to EF Hutton LLC in connection with the initial public offering of Nubia;~~Markets

~~• (ix)~~The update ~~to an aggregate~~ of ~~5,405,000~~this ~~shares~~prospectus ~~of Common Stock issuable upon the exercise of 5~~is ,~~405,000~~ ~~private warrants (the “Private Warrants”) originally issued in a private placement in connection with Nubia’s initial public offering; and~~2026.

• (x) up to 6,175,000 shares of Common Stock issuable upon the exercise of 6,175,000 warrants (the “Public Warrants”) originally issued in the initial public offering of Nubia.

We will not receive any cash proceeds from any sale of the shares of our Common Stock by the selling securityholders. We will, however, receive the net proceeds of any Warrants exercised for cash.

We are registering the securities for resale pursuant to the selling securityholders’ registration rights under certain agreements between us and the selling securityholders. We are registering the resale of shares of our Common Stock to permit the selling securityholders to sell such shares without restriction in the open market. However, the registration of the potential resale shares of our Common Stock hereunder does not necessarily mean that the selling securityholders will sell the shares. The selling securityholders or their permitted transferees or other successors-in-interest may, but are not required to, sell the shares of our Common Stock offered by this prospectus from time to time in a number of different ways and at varying prices as determined by the prevailing market price for shares or in negotiated transactions. See “Plan of Distribution” on page 31 for a description of how the selling securityholders may dispose of the shares covered by this prospectus.

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We will pay all expenses incident to the registration of the potential resale of the 293,457,926 shares of our Common Stock offered herein (other than for any discounts or commissions to any underwriter or broker attributable to the sale of shares of our Common Stock or any fees or expenses incurred by a holder of shares of our Common Stock that, according to the written instructions of any regulatory authority, we are not permitted to pay).

Our Common Stock is quoted on the Nasdaq Global Market under the symbol “STI.” On [_], 2024, the last reported sale price of our Common Stock on the Nasdaq Global Market was $[_]. Our corporate offices are located at 13355 Noel Rd, Suite 1100, Dallas, TX 75240 and our telephone number is (972) 918-5120.

See the section entitled “Risk Factors” beginning on page 9 of this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are a “smaller reporting company” under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See “Prospectus Summary-Implications of Being a Smaller Reporting Company” for additional information.

The date of this prospectus is ________, 2024.

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TABLE OF CONTENTS

		Page
About this Prospectus		ii
Cautionary Note Forward-Looking Statements		iii
Cautionary Note Regarding Forward-Looking Statements		iii
Prospectus Summary		1
The Offering		68
Market and Industry Data and Forecasts		8
Risk Factors		10
Risk Factors		9
Use of Proceeds		34
Use of Proceeds		30
Capitalization		35
Plan of Distribution		31
Dilution		36
Description of Securities		33
Description of Capital Stock		37
Business		42
Description of Securities We Are Offering		46
Business		47
Legal Proceedings		57
Market for Common Equity and Related Stockholders Matters		5758
Unaudited Pro Forma Condensed Combined Financial Information		58
Management’s Discussion and Analysis of Financial Condition and Results of Operations		59
Management’s Discussion and Analysis of Financial Condition and Results of Operations		72
Management		68
Management		80
Executive Compensation		74
Executive Compensation		86
Certain Relationships and Related Transactions and Director Independence		83
Certain Relationships and Related Transactions and Director Independence		93
Securities Act Restrictions on Resale of Securities		85
Securities Act Restrictions on Resale of Solidion’s Securities		95
Beneficial Ownership of Securities		86
Beneficial Ownership of Securities		96
Underwriting		88
Selling Securityholders		97
Experts		92
Experts		102
Legal Matters		92
Legal Matters		102
Where You Can Find Additional Information		92
Where You Can Find Additional Information		102
Index to Consolidated Financial Statements		F-1

You should rely only on the information provided in this prospectus ~~and~~or in any ~~applicable~~free writing prospectus ~~supplement.~~we ~~Neither~~may weauthorize ~~nor~~to ~~the~~be ~~selling~~delivered ~~securityholders~~or made available to you. We have not authorized anyone to provide you with different information. ~~Neither~~We ~~we nor the selling securityholders~~ are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus ~~or any applicable prospectus supplement~~ is accurate as of any date other than the date of the applicable document. Since the date of this prospectus, our business, financial condition, results of operations and prospects may have changed.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC under the Securities Act. ~~Under this process, the selling securityholders named in this prospectus may sell our common stock from time to time.~~ The prospectus provides you with a general description of our common stock ~~that~~and ~~the~~pre-funded ~~selling~~warrants ~~securityholders~~that ~~may offer. Each time~~ the ~~selling~~Company securityholders sell shares of our common stock, the selling securityholders will provide a prospectus supplement containing specific information about the terms of the applicable offering, as required by law. Such prospectus supplement may ~~add, update or change information contained in this prospectus~~offer.

~~Statements~~All ~~contained~~references into ~~this~~shares ~~prospectus about the contents~~ of ~~any~~our ~~document~~common ~~are~~stock ~~not~~and ~~necessarily~~per ~~complete.~~share Ifinformation ~~SEC~~in ~~rules~~this ~~require~~prospectus ~~that~~refer ~~a document be filed as an exhibit~~ to the ~~registration~~number ~~statement,~~of ~~please~~shares ~~see such document for a complete description~~ of ~~these~~common ~~matters.~~stock ~~You~~after ~~should~~giving ~~carefully~~effect ~~read~~to ~~this prospectus, together with~~ the ~~additional~~Reverse ~~information~~Stock ~~described~~Split ~~under~~(defined ~~the~~below) ~~headings~~and ~~“Where~~are ~~You~~presented ~~Can~~as ~~Find~~if ~~Additional Information” before making an investment decision. You should rely only on~~ the ~~information~~Reverse ~~contained~~Stock inSplit ~~this~~had ~~prospectus,~~occurred ~~any~~at ~~applicable prospectus supplement and any related free writing prospectus. Neither we, nor~~ the ~~selling~~beginning ~~securityholders,~~of ~~have authorized anyone to provide you with different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. You should not assume that~~ the ~~information~~earliest weperiod ~~have included in this prospectus~~presented, ~~any~~unless ~~applicable~~otherwise ~~prospectus~~stated ~~supplement~~ or ~~any related free writing prospectus is accurate as of any date other than~~ the ~~dates~~context ofotherwise ~~those documents~~requires. ~~Our business, financial condition, results of operations and prospects may have changed since those dates.~~

~~The~~Statements ~~selling~~contained ~~securityholders~~in ~~may~~this ~~from~~prospectus ~~time~~about tothe ~~time~~contents ~~offer~~of ~~and~~any ~~sell,~~document ~~transfer~~are ornot ~~otherwise~~necessarily ~~dispose~~complete. ofIf ~~any~~SEC orrules ~~all~~require ofthat a document be filed as an exhibit to the ~~shares~~registration statement, please see such document for a complete description of ~~our~~these ~~common~~matters. ~~stock~~You ~~covered~~should bycarefully read this prospectus, ~~through~~together ~~underwriters~~with the additional information described under the headings “Where You Can Find Additional Information” before making an investment decision. You should rely only on the information contained in this prospectus or ~~dealers,~~in ~~directly~~any free writing prospectus we may authorize to ~~purchasers~~be delivered or ~~through~~made ~~broker-dealers~~available to you. We have not authorized anyone to provide you with different information. If anyone provides you with additional, different or ~~agents~~inconsistent information, you should not rely on it. AYou ~~prospectus~~should ~~supplement~~not ~~may~~assume ~~describe~~that the ~~terms~~information ofwe ~~the~~have ~~plan~~included ofin ~~distribution~~this ~~and~~prospectus ~~set~~or ~~forth~~any ~~the~~related ~~names~~free writing prospectus is accurate as of any ~~underwriters~~date ~~involved~~other inthan the ~~sale~~dates of ~~the~~those ~~securities~~documents. ~~See~~Our ~~“Plan~~business, financial condition, results of ~~Distribution”~~operations ~~for~~and ~~more~~prospects ~~information~~may onhave ~~this~~changed ~~topic~~since those dates.

This document may only be used where it is legal to sell these securities. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Unless the context indicates otherwise, as used in this prospectus, the terms “Solidion,” the “Company,” “we,” “us” and “our” refer to Solidion Technology, Inc., together with its wholly-owned subsidiaries.

Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Market and Industry Data and Forecasts

We obtained the industry and market data used throughout this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies, publicly available information and research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research, and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In addition, while we believe the industry and market data included in this prospectus is reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and are subject to change based on various factors, including those discussed in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus ~~and~~contains ~~any accompanying prospectus supplement contain~~ forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and releases issued by the SEC and within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, among others, information concerning our strategy, future operations, future financial position, future revenue, projected expenses, business prospects, and plans and objectives of management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict, “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. These statements, including, but not limited to, our preliminary estimated unaudited financial results and condition for the year ended December 31, 2025, relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

Forward-looking statements contained in this prospectus include, but are not limited to, statements about the following:

• our financial and business performance, including financial and business metrics;

• changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

• our ability to develop a high-volume manufacturing line and otherwise scale in a cost-effective manner;

• our ability to add manufacturing capacity and the costs and timing to add such capacity;

• the expected addressable market for our products;

• developments relating to our competitors and industry;

• our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

• our future capital requirements and sources and uses of cash;

• our ability to obtain funding for our operations;

• our business, expansion plans and opportunities; and

• the outcome of any known and unknown litigation and regulatory proceedings.

Forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

iii

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PROSPECTUS SUMMARY

The following summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock or pre-funded warrants. Before making an investment decision, you should carefully read the entire prospectus, especially the risks of investing in our common stock or pre-funded warrants discussed under the heading “Risk Factors” in this prospectus. You should also carefully read the information in this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto included elsewhere in this prospectus.

Overview

Solidion Technology, Inc, previously known as “Honeycomb Battery Company”, formerly the energy solutions division of Global Graphene Group, Inc. (“G3”), is a Dallas, TX, USA-based advanced battery technology company focused on the development and commercialization of battery materials, components, cells, and selected module/pack technologies. The cofounder of Solidion, Dr. Bor Z Jang, filed a U.S. patent application on graphene in 2002. The research and development team led by cofounder Dr. Aruna Zhamu and Dr. Jang invented graphene-enhanced batteries and built the world’s first manufacturing facility for graphene-enabled silicon anode materials for lithium-ion batteries.

Solidion is recognized as a global leader in intellectual property (“IP”) in both the high-capacity anode and the high-energy solid-state battery, as recognized by KnowMade, a French company that specializes in research and analysis of scientific and patent information. Solidion is uniquely positioned to offer advanced anode materials (delivering a specific capacity from 300 to 3,500+ milliampere-hours per gram mass (“mAh/g”)) as well as silicon-rich all-solid-state lithium-ion cells, anodeless lithium metal cells, and lithium-sulfur cells, each featuring an advanced polymer or hybrid solid electrolyte that is most process-friendly. Subject to the Supply and License Agreement between G3 and Solidion, which limits the manufacture of graphene and graphite products for use in our battery-related products and prohibits resale to third parties, we believe we are well positioned to supply graphite-based anode materials from sustainable sources.

Market Opportunity

Industry analysts project that the total addressable market, or TAM, for battery technology could reach approximately $300 billion by 2030, implying an estimated compound annual growth rate (“CAGR”) of 22%. These projections are supported by expectations of rising global demand for energy storage, driven by continued growth in data centers and the increasing deployment of microgrid systems. In 2023, North America was estimated to account for more than 38.2% of the data center energy storage market, which is anticipated to expand from roughly $1.6 billion in 2023 to about $3.5 billion by 2033, reflecting a projected CAGR of 8.0%. Forecasts for grid scale applications indicate even stronger growth. The global grid energy storage market is projected to increase from approximately $13.1 billion in 2024 to about $115.3 billion by 2034, representing an estimated CAGR of 24.3%. Collectively, these outlooks suggest accelerating demand for advanced battery technologies across both centralized and distributed energy markets.

Technology

Our all-solid-state battery platform technology is capable of transforming the entire electric vehicle (“EV”) battery space into a solid-state battery industry. We provide solid-state cells that can be manufactured at scale using current lithium-ion cell production facilities, requiring no new design, no new infrastructure, and no new supply chain. Our batteries are capable of delivering significantly extended EV range, improved battery safety, lower cost per kilowatt hour, fastest time-to-market, and enable next-gen cathodes with the potential to replace expensive nickel and cobalt with sulfur (S) and other more abundant elements.

WeBuilding ~~hold~~on athis ~~total~~platform, ofour ~~over~~internal ~~520~~engineering ~~patents~~evaluations ~~(355~~and inprototype-level testing suggest the ~~United States~~potential ~~and~~for ~~165+~~meaningful ~~foreign~~performance ~~patents)~~improvements ~~for~~relative ~~next~~to conventional lithium-~~gen~~ion batteries. ~~KnowMade~~Design ~~has~~targets ~~acknowledged~~include usan asenergy ~~one~~density of approximately 480 Wh/L at the ~~two~~pack ~~U.S.-based~~level ~~leaders~~(corresponding into ~~solid-state~~an ~~electrolytes,~~estimated aspack ~~well~~volume asof ~~ranked~~roughly us350 asliters), ~~the~~total ~~top~~pack ~~company~~energy inof ~~the~~approximately ~~United States~~165 kWh, and ~~top~~a ~~battery~~projected ~~startup~~range inof about 620 miles under comparable conditions. Preliminary testing further indicates the ~~world~~potential to charge from 0% to 80% in ~~silicon~~under ~~anode~~15 ~~technology.~~minutes ~~Additionally,~~and ~~Lexis/Nexis~~to ~~has~~achieve ~~recognized~~peak usdischarge aspower aof ~~Global~~up ~~Top~~to ~~100~~approximately ~~Innovator~~650 kW. In addition to these performance objectives, the

The Background

Business Combination

On February 2, 2024, we consummated a business combination with Honeycomb Battery Company, an Ohio corporation (“HBC”), pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, HBC, and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). 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 the closing of the Transactions.

We received net proceeds from the Transactions totaling $1.6 million, prior to deducting transaction and issuance costs. The cash resulting from the Transactions is expected to be used toward our corporate growth strategy related to the commercialization of our battery technology and the scaling of our manufacturing operations.

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Inplatform ~~addition,~~incorporates G3our ~~and~~FireShield™ ~~certain~~fire-resistant ~~other stockholders of Solidion entered into a registration rights agreement (the “Business Combination Registration Rights Agreement”) with Solidion. An aggregate of 78~~electrolyte,~~616,000~~ ~~shares of Common Stock will be entitled to registration pursuant to the Business Combination Registration Rights Agreement,~~ which ~~consist~~is ofdesigned 3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division of Benchmark Investments, LLC, 5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor, and 69,800,000 shares of stock issued to ~~the~~enhance ~~HBC~~thermal ~~Shareholders~~stability as Merger Consideration. Up to an additional 22,500,000 shares of common stock may be entitled to registration under the Business Combination Registration Rights Agreement in the event that the Earnout Shares vest in accordance with the terms of the Merger Agreement. At any time and ~~from~~safety ~~time to time after the Closing, either (i) G3 or (ii) the Sponsor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities~~characteristics. ~~Each~~These ofperformance G3metrics ~~and~~reflect ~~the~~management ~~Sponsor~~estimates are entitled to exercise two demand registrations under the Business Combination Registration Rights Agreement. If at any time following the Closing, Solidion proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration rights and ~~“piggy~~development-~~back”~~stage ~~registration~~testing ~~rights~~and ~~under~~remain ~~the Business Combination Registration Rights Agreement are~~ subject to ~~certain~~further ~~requirements and customary conditions~~validation. ~~The registration statement of which this prospectus is a part has been filed in part to satisfy our obligations under the Business Combination Registration Rights Agreement.~~

~~Forward~~We ~~Purchase~~hold ~~Agreement~~a total of over 345 patents for next-gen batteries. KnowMade has acknowledged us as one of the two U.S.-based leaders in solid-state electrolytes, as well as ranked us as the top company in the United States and top battery startup in the world in silicon anode technology. Additionally, Lexis/Nexis has recognized us as a Global Top 100 Innovator.

OnCompetitive December 13, 2023, the Company entered into that certain OTC Equity Prepaid Forward Transaction (as amended from time to time, the “Forward Purchase Agreement”), by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), (iv) Honeycomb Battery Company (the “Target”) and (v) the Company (formerly known as Nubia Brand International Corp.). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Forward Purchase Agreement.Strengths

OnWe ~~August 29,~~believe ~~2024,~~ the ~~Company~~following ~~and~~competitive ~~the~~strengths ~~Seller~~position ~~entered~~us ~~into~~favorably anin ~~amendment (~~the ~~“Amendment”)~~battery totechnology ~~the~~and ~~Forward~~advanced ~~Purchase~~battery ~~Agreement,~~energy ~~pursuant~~storage ~~to which, among other things~~market:

• ~~“Prepayment~~Government ~~Shortfall”~~Funding ~~was~~Support. In ~~amended to additionally provide~~2025, ~~with~~we ~~respect~~were toawarded ~~the~~three ~~Additional~~U.S. ~~Shares,~~government ~~amounts~~grants: totwo ~~be requested in writing~~ from ~~time to time by~~ the ~~Company~~Department ~~(each an “Additional Shortfall Request”) in increments~~ of ~~$500,000~~Energy ~~(such~~supporting ~~amount~~commercialization ~~in the aggregate not to exceed (x) the number~~ of ~~Additional~~synthetic ~~Shares~~graphite ~~multiplied~~and bynext ~~(y) the~~generation ~~Initial~~energy ~~Price)~~materials, and ~~Seller~~one tofrom ~~pay~~ the Prepayment Shortfall on the Additional Shares on the earlier of (a) the date that the Commission declares the Registration Statement effective (the “Registration Statement Effective Date”) and (b) the first OET DateU.S. ~~Additional~~Army ~~Shortfall~~supporting ~~Requests may only be made, unless waived in writing by~~ the ~~Seller,~~development ~~in the event that (i) there is no Prepayment Shortfall outstanding, (ii) the VWAP Price over the ten (10) trading days prior to an Additional Shortfall Request multiplied by the then current Number~~ of ~~Shares~~advanced ~~(excluding~~fiber ~~unregistered~~based ~~shares)~~electronic ~~held~~battery by Seller less Shortfall Sale Shares be at least ten (10) times greater than the Additional Shortfall Request and (iii) at the time that such Prepayment Shortfall would be paid by the Seller, the total value traded in Counterparty’s stock, as reported on the relevant Bloomberg Screen, be at least ten (10) times greater than the Additional Prepayment Shortfall requestsystems.

• ~~“Prepayment~~Rapid ~~Shortfall~~Growth ~~Consideration”~~and ~~was~~Scale ~~amended~~Potential. Several toof ~~provide~~our ~~that~~products ~~Seller~~are indesigned ~~its~~for ~~sole~~manufacturing ~~discretion~~approaches ~~may~~that ~~sell~~leverage ~~Additional~~existing ~~Shares~~lithium-ion equipment, ~~as well as Recycled Shares~~processes, ~~at any time following the Trade Date~~ and atsupply ~~any sales price~~chains, ~~without~~which ~~payment~~we bybelieve ~~Seller~~may ofhelp ~~any~~reduce ~~Early Termination Obligation, until such~~ time-to-market asand ~~the~~minimize ~~proceeds~~capital ~~from~~expenditure ~~such sales equal 120% of the Prepayment Shortfall~~requirements.

• ~~“Shortfall~~Strong ~~Sales”~~Business ~~was~~Model. Our ~~amended~~technology toportfolio ~~provide~~is ~~that~~designed ~~without Seller’s prior written consent, the Company agrees not~~ to ~~issue,~~reduce ~~sell~~manufacturing ~~or offer or agree to sell any Shares~~costs, orsupport ~~securities~~sustainable ormaterial ~~debt that is convertible~~sourcing, ~~exercisable or exchangeable into Shares, including under any existing or future equity line of credit, beginning from the date of the Amendment until the earlier of (i) the Valuation Date~~ and ~~(ii) the~~decrease ~~date~~reliance ~~the~~on ~~Shortfall~~constrained ~~Sales~~global ~~equal~~supply ~~120%~~chains offor ~~the~~critical ~~total~~battery ~~potential Prepayment Shortfall, including with respect to Additional Shares~~materials. The foregoing covenant does not prohibit (i) the issuance of any securities issued or assumed in connection with the Business Combination or (ii) repricing of the Company’s warrants in connection with the closing of the Business Combination.

• Intellectual Property Monetization Potential. We believe our extensive IP portfolio may create future opportunities for licensing and partnerships in addition to product commercialization.

Business Combination

On February 2, 2024, Nubia Brand International Corp., a Delaware corporation (“Nubia”), consummated a business combination with Honeycomb Battery Company, an Ohio corporation (“HBC”), pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, HBC, and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). 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 the closing of the Transactions.

Recent Developments

Memorandum of Understanding

On February 10, 2026, we entered into a non-binding memorandum of understanding (“MOU”) with an entity that manufactures and distributes energy storage systems for the Company to supply pouch cells for use in energy storage systems. While the MOU is non-binding in nature and may result in no actual sales, a definitive agreement could potentially add an estimated $4 to $6 million in revenue over the next 12 months.

Grants from the U.S. Government

During the fourth quarter of 2025 and the first quarter of 2026, the Company was notified that it had received three grants from various departments of the U.S. government. The U.S. Department of Energy (“DOE”) provided the first grant (the “First Grant”), which was to advance research and development of Electrochemical Manufacturing of High-Performance Graphite based on Biomass-Derived Carbon. The Company had received the prestigious 2025 R&D 100 Award in partnership with Oak Ridge National Laboratory for innovation in Electrochemical Graphitization

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~~• “Shortfall~~in ~~Sales”~~Molten ~~was~~Salts, ~~also amended to provide that unless~~ and ~~until~~ the ~~proceeds~~First ~~from~~Grant ~~Shortfall~~was ~~Sales~~for ~~equal~~research ~~120%~~to ofbe ~~the~~conducted ~~Prepayment~~jointly ~~Shortfall,~~with inOak ~~the~~Ridge ~~event~~National ~~that~~Laboratory ~~the~~to ~~product~~reduce ofimports ~~(x) the difference between (i) the number~~ of ~~Shares~~critical asenergy ~~specified~~materials infrom ~~the~~foreign ~~Pricing Date Notice(s)~~sources, ~~less~~improve ~~(ii) any~~American ~~Shortfall~~energy ~~Sale Shares as of such measurement time~~independence, ~~multiplied~~and byensure ~~(y) the~~that ~~VWAP Price, is less than (z)~~ the ~~difference between (i)~~U.S. ~~the~~maintains ~~Prepayment~~a ~~Shortfall,~~technological ~~less~~lead ~~(ii) the proceeds from Shortfall Sales as of such measurement time (the “Shortfall Variance”), then the Company as liquidated damages~~ in ~~respect~~developing ~~of such Shortfall Variance, at its option must within five (5) Local Business Days either: (A) Pay in cash an amount equal to the Shortfall Variance; or (B) Issue~~ and ~~deliver~~deploying toadvanced ~~Seller~~energy ~~the Shortfall Variance Shares~~technologies.

• The DOE provided the second grant (the “~~Share~~Second ~~Consideration~~Grant”) ~~was~~to ~~amended~~scale toup ~~additionally~~the ~~provide~~synthesis of a carbon-nanosphere material that ~~upon~~will ~~the~~be ~~execution~~used ofas ~~the~~an ~~Amendment,~~anti-corrosive ~~Seller~~additive ~~became~~in ~~entitled~~molten-salts-based heat transfer fluids for advanced molten salt nuclear reactors. The Second Grant was also for research to ~~designate~~be conducted jointly with Oak Ridge National Laboratory, this time to develop a ~~certain~~nanofluids-based ~~number~~energy material, engineered colloidal suspension of ~~Additional~~hollow ~~Shares~~carbon asnanoparticles ~~Share~~in ~~Consideration~~conventional ~~equal~~molten salts, to 2enhance heat transfer and reduce corrosion in nuclear reactors,~~850~~ which is critical for reducing costs,~~000 Shares~~ increasing safety, and accelerating the commercialization of small modular nuclear reactors such as advanced molten salt reactors.

• The U.S. Army provided the third grant (the “~~VWAP~~Third ~~Trigger~~Grant”) ~~Event~~to develop an advanced fiber-based electronic battery system built on a coaxial carbon nanotube (“CNT”) yarn architecture. The Third Grant was ~~amended~~for research to be ~~defined~~conducted asjointly anwith ~~event~~The ~~that~~University ~~occurs~~of ifTexas ~~the~~at ~~VWAP~~Dallas ~~Price~~to develop a flexible, ~~for~~rechargeable ~~any~~lithium-ion ~~10 trading~~battery ~~days~~in ~~during~~fiber form: a 30CNT ~~consecutive trading~~yarn ~~day-period~~serves as both the structural core and current collector of the anode, isintegrated ~~below~~with ~~$2.00~~Solidion’s ~~per~~silicon ~~Share~~(Si) as the high-capacity anode material.

InReverse ~~addition,~~Stock upon execution of the Amendment, Seller agreed to temporarily forbear from exercising any rights under the Forward Purchase Agreement upon any Shortfall Variance Registration Failure, VWAP Trigger Event, or Registration Failure that has occurred or may occur (the “Valuation Date Events”) during the period (the “Standstill Period”) beginning on the Pricing Date and ending on December 31, 2024. Immediately upon expiration of the Standstill Period, if any Valuation Date Events have occurred, Seller has all of its rights with respect to such Valuation Date Events to the same extent, and with the same force and effect, as if the forbearance had not occurred.Split

InOn ~~addition~~May 12, to2025, ~~all~~the ~~registration~~Company ~~rights~~effected ~~provided~~a ~~under~~1-for-50 ~~the~~reverse ~~Forward~~stock ~~Purchase~~split ~~Agreement,~~of ~~upon~~its ~~the~~common ~~execution~~stock of (the ~~Amendment,~~“Reverse ~~the~~Stock ~~Company~~Split”). ~~within~~As ~~twenty~~a ~~(20) business days~~result, ~~agreed~~each to50 ~~file~~shares aof ~~registration~~common ~~statement~~stock ~~registering~~issued ~~the~~and ~~resale~~outstanding ofimmediately ~~the~~prior ~~Additional~~to ~~Shares~~the ~~and~~reverse ~~Share~~split ~~Consideration~~were ~~(collectively,~~converted ~~the~~into ~~“Meteora~~one ~~Shares”).~~share ~~The~~of ~~Company~~common ~~agreed~~stock. toAdditionally, ~~use~~this ~~its~~transaction ~~commercially~~resulted ~~reasonable~~in ~~efforts~~a toreclassification ~~have~~of ~~such~~$13,311 ~~registration~~from ~~statement~~common ~~declared~~stock ~~effective~~to asadditional ~~soon~~paid-in ascapital ~~practicable~~during ~~after~~ the ~~filing~~period ~~thereof~~ended March 31, ~~but~~2025. inThe ~~any~~reverse ~~event~~stock nosplit ~~later~~did ~~than~~not ~~sixty~~change ~~calendar days after~~ the ~~date~~total number of ~~the~~authorized ~~Amendment.~~shares ~~Furthermore,~~or the ~~Company~~par ~~agreed~~value noof ~~other~~the ~~shares~~common ~~may~~stock. beDuring ~~registered~~the ~~before~~three-month ~~the~~period ~~Meteora~~ended ~~Shares~~June 30, ~~though~~2025, ~~other~~the ~~shares~~Company ~~may~~paid becash ~~registered~~of ~~concurrently~~approximately ~~with~~$460 ~~the~~to ~~Meteora~~shareholders ~~Shares~~in onlieu ~~the~~of ~~same~~issuing ~~resale~~fractional ~~registration statement~~shares.

InWarrant addition, the Amendment provides that Seller, from the date of the Amendment until thirty (30) days following the effectiveness of the resale registration statement registering the Meteora Shares, agrees to limit sales of the Meteora Shares to no more than 10% of the daily trading volume of the Company’s common stock, except on trading days when more than 7,000,000 shares are traded.Conversion

~~Finally~~On October 8, ~~concurrently~~2025 ~~with~~ (the ~~execution~~“Purchase ~~of the Amendment~~Date”), ~~the~~Madison ~~Company~~Bond ~~and~~LLC ~~the Seller agreed to sign~~ and ~~cause~~Bayside toProject beLLC ~~filed~~(together, athe ~~joint~~“Purchasers”) ~~stipulation~~announced ~~for~~the ~~dismissal~~purchase ~~with~~of ~~prejudice~~all of the ~~Action~~outstanding ~~(as~~Series C ~~defined~~and ~~below)~~Series D Warrants (together, the “~~Stipulation~~Warrants”). ~~The~~previously ~~Stipulation~~issued ~~provides~~by ~~that~~ the Company ~~issue~~pursuant ~~12,393,002~~to ~~shares~~the ofSecurities ~~its~~Purchase ~~common~~Agreement, ~~stock~~dated toas ~~the~~of ~~Seller within five~~August ~~business~~30, ~~days~~2024 of (the ~~entry~~“Original ofPurchase ~~the Stipulation~~Agreement”). InImmediately ~~consideration for the Stipulation~~thereafter, the Company ~~agreed~~determined to ~~pay~~invoke ~~Seller’s~~certain ~~reasonable~~provisions ~~and~~in ~~documented~~the ~~attorney’s~~Warrants ~~fees~~and inthe anOriginal ~~amount~~Purchase upAgreement toin ~~$65,000~~order ~~related~~ to ~~any~~convert ~~legal~~(the ~~work~~“Conversion”) ~~performed~~all byremaining ~~Seller’s~~unexercised ~~legal~~portions ~~advisors~~of ~~relating to~~ the ~~Company~~Series C onand ~~behalf~~Series D ofWarrants ~~Seller.~~into ~~“Action”~~shares ~~means~~of ~~(i)~~ the ~~Complaint~~Company’s ~~for~~common ~~Specific~~stock, ~~Performance~~at ~~and~~a ~~Money~~ratio ~~Damages~~of ~~filed~~1 ~~July 16~~to 1, ~~2024~~such ~~thereby~~that ~~initiating~~each ~~Case~~outstanding ~~No.~~Series ~~2024-0752-LWW~~C ~~Meteora~~and ~~Capital~~Series D ~~Partners,~~warrant LPwas v.converted ~~Solidion~~into ~~Technology,~~one ~~Inc.~~share inof the ~~Court~~common ofstock. ~~Chancery~~The ofPurchasers ~~the~~received ~~State~~3,447,957 ofshares ~~Delaware~~ (the “~~Delaware~~Conversion ~~Chancery Court~~Shares”) ~~and~~of ~~(ii)~~ the ~~Motion~~Company’s ~~for~~common ~~Default~~stock ~~Judgment~~in ~~filed by Seller related to such complaint on August 13, 2024. On September 9, 2024,~~ the ~~Company~~Conversion and the ~~Seller~~Company ~~filed~~cancelled ~~the~~all ~~Stipulation~~outstanding inSeries C ~~Delaware~~and ~~Chancery~~Series D ~~Court~~Warrants.

~~Equity~~Purchase ~~Financing~~Agreement Amendment

OnIn ~~August~~connection ~~30,~~with ~~2024,~~ the ~~Company entered into a private placement transaction (the “Private Placement”)~~Conversion, ~~pursuant to a Securities Purchase Agreement (~~the ~~“Subscription Agreement”) with certain institutional investors (the “~~Purchasers~~”) for~~ ~~aggregate gross proceeds of approximately $4 million, before deducting fees to the placement agent~~ and ~~other expenses payable by~~ the Company inamended ~~connection with~~ the ~~Private~~Original ~~Placement.~~Purchase ~~The~~Agreement ~~Company intends~~ to ~~use~~remove ~~the~~or ~~net~~modify ~~proceeds~~certain ~~from~~financing ~~the~~restrictions, ~~Private~~including ~~Placement~~limitations ~~for~~on ~~working~~future ~~capital~~equity issuances and ~~general~~participation ~~corporate purposes. EF Hutton~~rights, ~~LLC,~~subject ~~acted~~to asagreed-upon ~~the~~dilution ~~exclusive placement agent for the Private Placement~~protections. ~~The Private Placement closed on September 5, 2024.~~

~~As part of the Private Placement, the Company issued an aggregate of 12,217,468 units and pre~~Lock-funded units (collectively, the “Units”) at a purchase price of $0.3274 per unit. Each Unit consists of (i) one share of common stock, par value $0.0001 per share of the Company (the “Common Stock”) (or one pre-funded warrant to purchase one share up

In connection with the Conversion, the Purchasers have agreed, subject to the certain customary exceptions, not to (i) sell, offer to sell, agree to offer or sell, solicit offers to purchase, convert, contract or agree to sell, pledge, encumber, assign, borrow, or otherwise dispose of, directly or indirectly, any shares of common stock held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of common stock if any, acquired during the Lock-Up Period (as defined below), the “Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 12 months after the October 21, 2025 (the “Lock-up Date,” and the period from the Lock-up Date until such date, the “Lock-Up Period”). The exceptions also generally include transfers (A) of no more than five percent (5%) of the total Lock-Up Shares in the aggregate taking into account all

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oftransfers ~~Common~~during ~~Stock (~~the ~~“Pre~~Lock-~~Funded~~Up ~~Warrant”)),~~Period (~~ii) two~~provided ~~Series~~that total transfers during any period of five consecutive Ctrading ~~warrants~~days ~~each~~shall tonot ~~purchase~~exceed ~~one~~five ~~share~~percent (5%) of ~~Common~~the ~~Stock~~daily (average trading volume of the ~~“Series~~common stock over the immediately preceding five Ctrading ~~Warrant”)~~days and (~~iii~~B) ~~one~~in ~~Series D~~connection ~~warrant~~with tothe ~~purchase~~pledge, ~~such~~hypothecation ~~number~~or ofother ~~shares~~grant of ~~Common~~a ~~Stock~~security asinterest ~~determined~~in onany ~~the~~Lock-Up ~~Reset~~Shares ~~Date~~to ~~(as~~one ~~defined~~or ~~below),~~more ~~and~~lending ininstitutions ~~accordance~~as ~~with~~collateral ~~the~~or ~~terms~~security ~~therein~~for ~~(the~~any ~~“Series D~~loan, ~~Warrant”~~advance ~~and~~or ~~together~~extension ~~with~~of ~~the~~credit ~~Pre-Funded~~and ~~Warrant~~any ~~and~~transfer ~~the~~upon ~~Series C~~foreclosure ~~Warrant,~~upon ~~the~~such ~~“Warrants”)~~Lock-Up Shares.

~~The~~Unregistered ~~Pre-Funded~~Sales ~~Warrants are exercisable on issuance at an exercise price~~ of ~~$0.0001~~Equity per share of Common Stock and will not expire until exercised in full. The Series C Warrants are exercisable upon issuance and have an exercise price of $0.3274 per share of Common Stock (subject to certain anti-dilution and share combination event protections) and have a term of 5.5 years from the date of Stockholder Approval (as defined in the Subscription Agreement). The Series D Warrants will be exercisable following the Reset Date (as defined in the Series D Warrant), will have an exercise price of $0.0001 per share of Common Stock and will have a term of 5.5 years from the date of Stockholder Approval (as defined in the Subscription Agreement). The exercise price and number of shares of Common Stock issuable under the Series C Warrants are subject to adjustment and the number of shares of Common Stock issuable under the Series D Warrant will be determined following the later to occur of: (i) the earlier of (A) the first trading day after the date on which a resale registration statement covering the resale of all Registrable Securities (as defined in the Series D Warrant) has been declared effective for 10 consecutive trading days or (B) the first trading day after the date on which the Purchasers may sell the Registrable Securities pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) for a period of 10 consecutive trading days, or (ii) the 11th trading day after Stockholder Approval (as defined in the Subscription Agreement) is obtained (the “Reset Date”), and to be determined pursuant to the lowest daily average trading price of the Common Stock during the Reset Period (as defined in the Series D Warrant), subject to a pricing floor of $0.065 per share of Common Stock, such that the maximum number of shares of Common Stock underlying the Series C Warrants and Series D Warrants would be an aggregate of approximately 123,076,923 shares and 49,320,990 shares, respectively. In the event either of clauses (i) or (ii) in the immediately preceding sentence has not occurred, “Reset Date” means the 11th trading day after twelve months and 30 trading days following the issuance date of the Series D Warrants.

InOn ~~connection with~~ the ~~Private~~Purchase ~~Placement~~Date, ~~we entered into a registration rights agreement with~~ the ~~Purchasers,~~Company ~~dated~~issued ~~as of August 30, 2024 (~~the ~~“PIPE~~Conversion ~~Registration~~Shares ~~Rights Agreement”),~~ pursuant to ~~which we agreed to file a registration statement with~~ the ~~SEC~~exemption ~~covering~~from ~~the resale of the shares of Common Stock issued pursuant to the Securities Purchase Agreement and the Common Stock issuable upon exercise of the Warrants. We agreed to file such~~ registration ~~statement~~contained ~~within~~in 20Section ~~trading days following the closing date~~ 4(a)(2) of the ~~Private~~Securities ~~Placement and to use reasonable best efforts to have the Registration Statement declared effective as promptly as possible thereafter, subject to the terms of the PIPE Registration Rights Agreement~~Act. ~~The~~No ~~registration~~underwriting ~~statement~~discounts ofor ~~which~~commissions ~~this~~were ~~prospectus~~paid iswith arespect ~~part has been filed in part~~ to ~~satisfy~~such ~~our obligations under the PIPE Registration Rights Agreement~~sales.

~~Strategic~~On ~~Cooperation~~October 9, ~~Consulting~~2025, ~~Agreement~~the Company issued 40,000 bonus shares of common stock to each of its non-executive directors, John Davis and Karin-Joyce Tjon, and its former non-executive director Cynthia Ekberg Tsai. The issuances were in consideration of their prior board service from the closing of the Company’s business combination on February 2, 2024 until one year thereafter. The issuances were pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances.

On ~~September~~October 119, ~~2024~~2025, the Company ~~amended~~issued an120,000 ~~existing~~bonus ~~Strategic~~shares ~~Cooperation~~of ~~Consulting~~common ~~Agreement~~stock ~~(the~~to ~~“Consulting~~certain ~~Agreement”)~~of byits ~~and~~employees ~~between~~that ~~the~~are ~~Company~~not ~~and~~executive ~~Arbor Lake Capital, Inc~~officers. ~~(“Arbor~~The ~~Lake”),~~issuances ~~pursuant~~were toin ~~which~~consideration ~~the~~of ~~Company~~their ~~retained~~prior ~~Arbor~~service ~~Lake as its consultant~~ to ~~provide~~the ~~non-exclusive~~Company ~~consulting~~from ~~services~~the inclosing ~~connection~~of ~~with~~the Company’s ~~commercial and strategic~~ business ~~development~~combination ~~including~~on ~~but~~February 2, ~~not~~2024 ~~limited~~until toone ~~sales~~year ~~and~~thereafter. ~~market~~The ~~development,~~issuances ~~business~~were ~~partnership,~~pursuant ~~joint-venture,~~to ~~alliance,~~the ~~licensing~~exemption ~~and~~from ~~supply~~registration ~~cooperation.~~contained Inin ~~accordance with the terms~~ Section 4(a)(2) of the ~~Consulting~~Securities ~~Agreement,~~Act. ~~Arbor~~No ~~Lake~~underwriting ~~shall~~discounts beor ~~entitled~~commissions towere ~~receive~~paid ~~the~~with ~~consulting~~respect ~~fees~~to assuch ~~follows:~~issuances.

~~(a) 2~~On October 9,~~000~~ 2025, the Company issued 450,000 shares of common stock to G3, pursuant to an “earn-out” provision in the Merger Agreement following the approval by the board of directors of the Company to deem the earn-out conditions satisfied in full in light of, among other things, the Company’s ~~common~~capital ~~stock~~structure and the ongoing Shared Services Agreement, dated as aof ~~retainer~~February 2, ~~upon~~2024 (the ~~signing~~“SSA”), between the Company and G3. Dr. Bor Jang is the Chairman of the ~~Consulting~~Board ~~Agreement;~~of Directors and Chief Science Officer of the Company, as well as the Chairman of the Board of Directors and Chief Executive Officer of G3. The issuance was pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuance.

~~(b) Any~~On ~~licensing~~October 29, ~~agreement~~2025, ~~that~~the ~~results~~Company inentered into a ~~commercial/strategic~~Promissory ~~partner(s) acquiring~~Note awith ~~license~~Great ~~from~~Point Capital, LLC in the ~~Company~~principal ~~shall~~amount ~~entitle~~of ~~Arbor~~$1,000,000. ~~Lake~~The toNote 3bears interest at 8.0% ~~(three~~per ~~percent)~~annum, ofpayable ~~upfront~~quarterly, ~~licensing~~and ~~revenue~~matures on October 25, ~~plus~~2026. 2%The ~~(two~~proceeds ~~percent)~~will be used for general corporate purposes, including working capital needs. See Note 10 to the condensed consolidated and combined financial statements elsewhere in this prospectus for more details. In addition, the Company entered in to the Investor Agreement, which provided for the issuance of ~~annual~~345,000 ~~loyalty~~shares ~~revenue~~of ~~from~~common stock to Great Point Capital, LLC. The issuances were pursuant to the ~~commercial/strategic~~exemption ~~partner~~from registration contained in Section 4(sa) ~~for~~(2) of the ~~first~~Securities ~~three years;~~Act. No underwriting discounts or commissions were paid with respect to such issuances.

On December 8, 2025, the Company entered into an agreement with Anson Investments Master Fund LP (c“Anson”) ~~Any~~, ~~commercial/strategic~~pursuant ~~cooperation~~to which it issued 240,400 shares of common stock to Anson in ~~which~~exchange for the termination of all warrants and other obligations of the Company ~~would~~under ~~distribute,~~the ~~resell~~Securities orPurchase ~~become~~Agreement, adated ~~licensee~~as of ~~the~~August 30, ~~commercial/strategic~~2024. ~~partner~~Further, ~~the~~Anson ~~Company~~agreed ~~shall~~to ~~pay~~limit sales of common stock to ~~Arbor~~no ~~Lake~~more ~~0.4~~than 10% of the ~~revenue~~daily ~~generated~~trading byvolume on the ~~Company~~Nasdaq ~~under~~Stock ~~such~~Market ~~agreement~~of ~~for~~all of the ~~first~~Company’s ~~three years~~common ~~beginning~~stock. ~~with~~The ~~the~~issuances ~~first~~were ~~date~~pursuant ~~that~~to the ~~commercial/strategic~~exemption ~~partner~~from ~~delivers~~registration contained in Section 4(a)(2) of the ~~first~~Securities ~~product;~~Act. No underwriting discounts or commissions were paid with respect to such issuances.

Change of Control

As of the Purchase Date, the Conversion was effected, which resulted in a change in control of the Company by virtue of the Purchasers holding approximately 47.5% of the Company’s issued and outstanding common stock and being the largest stockholder of the Company.

To the Company’s knowledge, there are no arrangements or understandings among members of both the former and new control persons and their respective associates with respect to the election of directors or other matters.

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~~(d) For~~Additionally, ~~any~~there ~~sales/purchase~~are ofno ~~Company products in excess of $2~~arrangements,~~000,000~~ ~~annually~~known ~~or similar agreements with commercial/strategic partner(s) resulting from the services rendered hereunder~~ to the Company, ~~shall~~including ~~accrue~~any ~~compensation~~pledge toby ~~Arbor~~any ~~Lake~~person ~~as follows: 2% (two percent)~~ of ~~sales/purchase~~securities ~~value up to $5M~~ of the Company, ~~from~~ the ~~Commercial/Strategic~~operation ~~Partner(s),~~of ~~plus~~which ~~1.5%~~may ~~(one~~at ~~and~~a ~~half~~subsequent ~~percent)~~date ofresult ~~sales/purchase~~in ~~value~~a ~~above~~change ~~$5M~~in control of the ~~company~~Company. ~~from~~See ~~the~~“Beneficial ~~Commercial/Strategic~~Ownership ~~Partner(s);~~of ~~and~~Securities.”

~~(e) For~~Change ~~any~~of other commercial/strategic cooperation including but not limited to partnership, joint-venture, alliance, and supply cooperation, the compensation will be further discussed and agreed upon by the parties when such cooperation commences.Auditor

~~The~~On ~~term~~November 26, of2025, ~~the~~following ~~Consulting Agreement shall continue until~~ the ~~performance~~approval ~~by each party~~ of its ~~respective~~Audit ~~obligations~~Committee, ~~thereunder~~the ~~shall~~Company ~~have~~engaged ~~been~~CBIZ ~~satisfied~~CPAs P.C. ~~Either~~(“CBIZ ~~party~~CPAs”) ~~may~~as ~~terminate~~ the ~~relationship~~Company’s ~~upon~~independent ~~mutual~~registered ~~agreement~~public ~~after~~accounting ~~12 months~~firm ~~upon~~for the ~~effective~~fiscal ~~date~~year ofending ~~the~~December 31, ~~Consulting~~2025, ~~Agreement~~effective immediately.

~~Restrictions~~During the Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through November 26, 2025, neither the Company nor anyone on its behalf consulted with CBIZ CPAs regarding: (i) the ~~Transfer~~application of ~~Common~~accounting ~~Stock~~principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report or oral advice was provided to the Company that CBIZ CPAs concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions.

InOn ~~connection~~October 21, ~~with~~2025, the ~~execution~~Audit Committee of the ~~Subscription~~Company ~~Agreement,~~approved G3the ~~and~~dismissal ~~all~~of ~~our~~Deloitte & ~~officers~~Touche ~~and~~LLP ~~directors entered into a lock-up agreement~~ (~~the~~ “~~Lock-Up Agreement~~Deloitte”) ~~pursuant~~as toits ~~which~~independent ~~each~~registered ~~such~~public ~~holder~~accounting ~~of Common Stock agreed~~firm, ~~subject~~effective toimmediately ~~certain~~following ~~customary~~the ~~exceptions,~~filing ~~not to (i) sell, offer to sell, agree to offer or sell, solicit offers to purchase, convert, contract or agree to sell, pledge, encumber, assign, borrow, or otherwise dispose~~ of, ~~directly~~the orCompany’s ~~indirectly,~~Quarterly ~~any~~Report ~~shares~~on ofForm 10-Q ~~Common Stock held by them (such shares, together with any securities convertible into or exchangeable~~ for ~~or representing~~ the ~~rights~~quarter toended ~~receive shares of Common Stock if any~~September 30, ~~acquired~~2025 ~~during the Lock-Up Period~~ (~~as defined below),~~ the “~~Lock-Up~~2025Q3 ~~Shares~~Quarterly Report”),. ~~(ii)~~On ~~enter into a transaction that would have the same effect~~November 20, ~~(iii) enter into any swap~~2025, ~~hedge~~the orCompany ~~other~~filed ~~arrangement~~its ~~that~~2025Q3 ~~transfers~~Quarterly toReport. ~~another~~Accordingly, ~~in whole or in part, any of~~ the ~~economic~~dismissal ~~consequences~~was ofeffective ~~ownership of the Lock-Up Shares or otherwise~~November 20, or2025 ~~engage in any short sales or other arrangement with respect to the Lock-Up Shares or~~ (~~iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until~~ the ~~date~~“Effective ~~that is 6 months after September 5, 2024~~Date”). ~~There is an aggregate of 64,647,500 shares of Common Stock subject to the Lock-up Agreement.~~

~~Corporate~~The ~~Information~~audit report of Deloitte on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2024, did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

WeDuring ~~were~~the ~~incorporated~~Company’s inmost ~~the~~recent ~~State~~fiscal ofyear ~~Delaware~~ended ~~on June~~December 1431, ~~2021.~~2024 ~~Our~~and ~~common~~during ~~stock is quoted on~~ the ~~Nasdaq~~subsequent ~~Global~~interim ~~Market~~period ~~under~~from ~~the symbol “STI”. Our principal executive offices are located at 13355 Noel Rd, Suite 1100, Dallas, TX~~January ~~75240~~1, ~~and~~2025 ~~our~~through ~~telephone~~the ~~number~~Effective isDate, (~~972~~i) ~~918-5120.~~there ~~Our~~were ~~website~~no ~~and~~disagreements ~~the~~with ~~information~~Deloitte ~~contained~~ on, orany ~~that~~matter ~~can~~of beaccounting ~~accessed~~principles ~~through~~or practices, ~~the~~financial ~~website~~statement ~~will~~disclosure ~~not~~or beauditing ~~deemed~~scope toor beprocedures ~~incorporated by reference in~~that, ~~and~~if ~~are~~ not ~~considered~~resolved ~~part~~to ofDeloitte’s satisfaction, ~~this~~would ~~prospectus.~~have ~~You~~caused ~~should~~Deloitte ~~not~~to ~~rely~~make onreference ~~any such information in making your decision whether~~ to ~~purchase~~the ~~our~~subject ~~common~~matter ~~stock.~~of ~~Our~~the ~~Annual~~disagreement ~~Report~~in onconnection ~~Form 10-K,~~with ~~Quarterly~~its ~~Reports on Form 10-Q~~report, ~~Current~~and ~~Reports on Form~~(ii) ~~8-K~~there ~~and~~were ~~amendments~~no to“reportable ~~reports~~events” ~~filed~~as ordefined ~~furnished~~in ~~pursuant to Sections 13~~Item 304(a) ~~and 15~~(d1)(v) of ~~the Exchange~~Regulation ~~Act~~S-K, ~~are~~other ~~available~~than ~~free of charge on~~ the ~~investors~~previously ~~section~~disclosed ofmaterial ~~our~~weaknesses ~~website~~in asthe ~~soon~~Company’s asinternal ~~reasonably~~control ~~practicable~~over ~~after~~financial wereporting ~~electronically~~related ~~file~~to ~~such~~our ~~material~~control ~~with~~environment, orrisk ~~furnish~~assessment, itcontrol ~~to the SEC. The SEC also maintains a website that contains reports~~activities, ~~proxy~~information and ~~information~~communication ~~statements,~~ and ~~other information regarding the Company that we file electronically with the SEC~~monitoring. ~~The address of the website is http://www.sec.gov.~~

~~Implications~~The ofCompany ~~Being~~provided Deloitte with a ~~Smaller~~copy ~~Reporting~~of ~~Company~~the disclosures above prior to filing with the SEC. A copy of Deloitte’s letter, dated November 25, 2025, to the SEC, stating whether it agrees with the statements made above, is filed as Exhibit 16.1 to the registration statement of which this prospectus forms a part.

WeChange are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to beBoard ~~a smaller reporting company if either (i) the market value~~ of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter. As a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies.Directors

On September 3, 2025 (the “Resignation Date”), Cynthia Ekberg Tsai notified the Board of Directors (the “Board”) of Solidion Technology, Inc. (the “Company”) of her resignation as a member of the Board, including all committees on which she serves, effective as of the Resignation Date. Ms. Ekberg Tsai’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

As a result of Ms. Ekberg Tsai’s resignation, the Company’s Audit Committee is composed of two members. On September 8, 2025, the Company notified The Nasdaq Stock Market, LLC of its non-compliance with Nasdaq Rule 5605(c)(2)(A), which requires that the Audit Committee be composed of three directors. Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company has a cure period to regain compliance by appointing a new independent director to the Audit Committee. The cure period extends until the earlier of the Company’s next annual shareholders’ meeting or September 3, 2026; provided, however, that if the annual shareholders’ meeting occurs no later than March 2, 2026, the Company has until March 2, 2026, to regain compliance. The Company intends to appoint a new independent director to the Audit Committee as soon as practicable within the cure period.

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~~THE~~Corporate ~~OFFERING~~Information

Issuer		Solidion Technology, Inc.
Shares of common stock offered for resale by the selling securityholders		Up to 293,457,926 shares of Common Stock, which consist of: • (i) 12,217,468 shares of Common Stock issued pursuant to that certain Securities Purchase Agreement, dated August 30, 2024, by and between us and the selling securityholders (the “Purchase Agreement”), • (ii) up to 172,397,870 shares of Common Stock issuable upon the exercise of the warrants issued pursuant to the Purchase Agreement (the “PIPE Warrants”); • (iii) 9,358,586 shares of Common Stock issuable upon the conversion of certain promissory notes issued by us on September 29, 2023, October 12, 2023, November 16, 2023, January 30, 2024, January 31, 2024, February 1, 2024 and February 2, 2024 (the “Convertible Notes,” and such shares, the “Convertible Note Shares”); • (iv) 68,050,000 shares of Common Stock issued to Global Graphene Group, Inc. pursuant to the Merger Agreement, dated February 2, 2024 (the “Merger Agreement”), by and among Nubia Brand International Corp. (“Nubia”), Honeycomb Battery Company, Nubia Merger Sub, Inc.; • (v) 3,750,000 shares of Common Stock issued to Arbor Lake Capital, Inc. pursuant to the Merger Agreement and that certain Strategic Cooperation Consulting Agreement, dated September 11, 2024, by and between the Company and Arbor Lake Capital, Inc.; • (iv) 500,000 shares of Common Stock issued to Arbor Lake Capital LLC pursuant to the Consulting Agreement, dated January 31, 2024, by and between the Company and Arbor Lake Capital LLC; • (vi) 3,087,500 shares of Common Stock originally issued to Mach FM Acquisitions LLC (the “Sponsor”) and its affiliates in connection with the initial public offering of Nubia; • (vii) 12,393,002 shares of Common Stock issued to Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC pursuant to that certain forward purchase agreement, dated December 13, 2023, as amended on August 29, 2024; • (viii) 123,500 shares of Common Stock issued to EF Hutton LLC in connection with the initial public offering of Nubia; • (ix) up to an aggregate of 5,405,000 shares of Common Stock issuable upon the exercise of 5,405,000 private warrants (the “Private Warrants”) originally issued in a private placement in connection with Nubia’s initial public offering; and • (x) up to 6,175,000 shares of Common Stock issuable upon the exercise of 6,175,000 warrants (the “Public Warrants”) originally issued in the initial public offering of Nubia.

We were incorporated in the State of Delaware on June 14, 2021. Our common stock is listed on the Nasdaq Capital Market under the symbol “STI”. Our principal executive offices are located at 13355 Noel Rd, Suite 1100, Dallas, TX 75240, and our telephone number is (972) 918-5120. Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our common stock. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available free of charge on the investors section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding the Company that we file electronically with the SEC. The address of the website is http://www.sec.gov.

Smaller Reporting Company

We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter. As a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 registration statement under the Securities Act 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 an election to opt out is irrevocable. We have elected not to opt out of such extended transition periods which means that when a standard is issued or revised and it has different application dates for public or private companies, we, 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 our financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Preliminary Estimated Unaudited Financial Results and Condition for the Year Ended December 31, 2025

Our preliminary estimated unaudited net sales and net loss for the year ended December 31, 2025, as well as our preliminary estimated unaudited cash and cash equivalents and total debt, including the current portion, as of December 31, 2025, are set forth below. We have provided a range for these preliminary financial results and condition because our closing procedures for our financial results and condition for the year ended and as of December 31, 2025 are not yet complete. Our preliminary estimates of the financial results and condition set forth below are based solely on information available to us as of the date of this prospectus and are inherently uncertain and subject to change. Our preliminary estimates contained in this prospectus are forward-looking statements. Our actual results and condition remain subject to the completion of management’s final review and our other closing procedures. These preliminary estimates are not a comprehensive statement of our financial results and condition as of and for the year ended December 31, 2025, and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. In addition, these preliminary estimates for the year ended and as of December 31, 2025 are not necessarily indicative of the results or condition to be achieved in any future period. Accordingly, you should not place undue reliance on these preliminary financial results or condition. See “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of certain factors that could result in differences between the preliminary estimated

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		We will not receive any cash proceeds from any sale of the shares of our Common Stock by the selling securityholders. We will, however, receive the net proceeds of any Warrants exercised for cash.
Term of the offering:		The selling securityholders will determine when and how they will dispose of the shares of Common Stock registered for resale under this prospectus.
Use of Proceeds		The selling securityholders will receive all of the net proceeds from the sale of any securities sold by them pursuant to this prospectus. We will not receive any proceeds from these sales. We will, however, receive the net proceeds of any Warrants exercised for cash. See “Use of Proceeds” in this prospectus.
Market for our Common Stock		Our shares of common stock are quoted on the Nasdaq Global Market. We have applied to list our Common Stock on the Nasdaq Stock Market.
NASDAQ Ticker Symbol		“STI”
Risk Factors		Any investment in our securities is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” on page 9 of this prospectus and in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and our other filings with the SEC.

unaudited financial results and condition reported below and the actual results and condition. Our actual financial statements and related notes as of and for the year ended December 31, 2025 are not expected to be filed with the SEC until after this offering is completed.

The preliminary estimated unaudited financial results and condition included in this prospectus have been prepared by, and are the responsibility of, our management. Our independent registered public accounting firm, CBIZ CPAs P.C., has not audited, reviewed, compiled or performed any procedures with respect to the preliminary estimated unaudited financial results and condition. Accordingly, CBIZ CPAs P.C. does not express an opinion or any other form of assurance with respect thereto.

Based upon such preliminary estimated financial results, we expect various key metrics for the year ended and as of December 31, 2025 to be between the ranges set out in the following table, as compared to the year ended December 31, 2024:

	Year Ended December 31, 2025						Year Ended December 31, 2024
	Low (estimated)			High (estimated)			Actual

Net sales	$	—		$	13,350		$	—
Net loss		(30,000,000	)		(38,000,000	)		(25,929,003	)

We estimate that our net sales for the year ended December 31, 2025 will remain zero or increase by up to $13,350 as compared to the year ended December 31, 2024, primarily due to the fact that we are an early-stage company.

We estimate that our net loss for the year ended December 31, 2025, will increase between $4.1 million and $12.1 million as compared to the net loss reported for the year ended December 31, 2024. This increase is primarily due to a non-cash losses due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the Private Placement financing.

	As of December 31, 2025				As of December 31, 2024
	Low (estimated)		High (estimated)		Actual
Cash and cash equivalents	$	200,000	$	250,000	$	3,353,732
Total debt, including current portion . . . . . .		2,900,000		2,950,000		1,917,962

We expect cash and cash equivalents to decrease as of December 31, 2025, compared to December 31, 2024, primarily due to increased spending on research and development, including personnel costs, third-party validation testing, and prototype and process scale-up activities, as well as increased business development and general and administrative costs. We expect total debt, including the current portion, to increase as of December 31, 2025, compared to December 31, 2024, primarily due to the execution of an unsecured promissory note with Great Point Capital, LLC on October 29, 2025.

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~~MARKET~~THE ~~AND INDUSTRY DATA AND FORECASTS~~OFFERING

Issuer		Solidion Technology, Inc.
Shares of common stock offered by us		Up to 2,000,000 shares of common stock (2,300,000 shares of common stock if the underwriters elect to exercise their option purchase additional shares in full).
Shares of common stock and pre-funded warrants offered by us		We are also offering to certain purchasers whose purchase of our common stock in this offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants in lieu of common stock that would otherwise result in any such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. Each pre-funded warrant will be exercisable for one share of common stock. The purchase price of each pre-funded warrant will equal the price at which the common stock is being sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant will be $0.0001 per share. The pre-funded warrants will be exercisable immediately and may be exercised at any time until exercised in full. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This offering also relates to the shares of common stock issuable upon the exercise of the pre-funded warrants.
Underwriters’ option to purchase additional shares of common stock from us		The underwriters have been granted an option to purchase up to 300,000 additional shares of common stock from us at any time within 30 days from the date of this prospectus.
Common stock to be outstanding immediately following this offering		9,745,683 shares (or 10,045,683 shares assuming the underwriters’ option to purchase additional shares is exercised in full and we do not sell any pre-funded warrants).
Use of Proceeds		We estimate that the net proceeds from this offering will be approximately $11.3 million (or approximately $13.1 million if the underwriters’ option to purchase additional shares is exercised in full), assuming a public offering price of $6.30 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on February 11, 2026, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We anticipate that we will use the net proceeds of this offering for general corporate purposes, including working capital needs. We will have broad discretion in the way we use these proceeds. See “Risk Factors — Risks Related to the Offering — We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.” See also “Use of Proceeds” in this prospectus.

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NASDAQ Ticker Symbol

Our shares of common stock are listed on the Nasdaq Capital Market under the symbol “STI.”

There is no established trading market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

Risk Factors

Any investment in our securities is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” on page 10 of this prospectus and in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and our other filings with the SEC.

Lock-up

We and each of our officers and directors, as well as our principal shareholders Madison Bond LLC, Bayside Project LLC and Global Graphene Group, Inc., have agreed with the underwriter to be subject to a lock-up period of 90 days following the closing date of this offering. This means that, during the applicable lock-up period, we may not offer for sale, contract to sell, or sell any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock subject to certain customary exceptions. The underwriter may, in its sole discretion and without notice, waive the terms of any of these lock-up agreements. See “Underwriting” on page 88.

The number of shares of common stock to be outstanding following this offering is based on 7,745,683 shares of common stock outstanding as of February 11, 2026 and excludes 387,284 shares of our common stock reserved for future issuance under our Solidion Technology, Inc. 2023 Equity Incentive Plan (the “Incentive Plan”), as well as any future increases in the number of shares of our common stock reserved for issuance under our Incentive Plan.

Unless we indicate otherwise or the context otherwise requires, this prospectus reflects and assumes:

• no exercise of any restricted stock units or options issued pursuant to our Incentive Plan;

• no exercise of any of our outstanding public warrants or private placement warrants;

• no exercise of any pre-funded warrants offered hereby;

• no exercise by the underwriters of their option to purchase additional shares of our common stock; and

• an assumed public offering price of $6.30 per share of our common stock.

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RISK FACTORS

Investing in our common stock, involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Registration Statement, including our consolidated financial statements and their related notes included elsewhere in this Registration Statement and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before making an investment decision. If any of the following risks actually occurs, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may materially and adversely affect our business, prospects, operating results and financial condition.

Risks Related to this Offering and Our Securities

We ~~need~~have tobroad ~~raise~~discretion ~~additional~~in ~~capital~~the ~~after~~use of the net proceeds from this offering toand ~~support~~may ~~our~~not ~~operations~~use them effectively.

WeOur management will ~~not~~have ~~receive~~broad discretion in the application of the net proceeds, including for any of the purposes described in the section of this prospectus entitled “Use of Proceeds.” We currently intend to use the net proceeds we receive from this offering for working capital and general corporate purposes. You will be relying on the ~~sales~~judgment of our ~~common~~management ~~stock~~with byregard to the ~~selling~~use ~~securityholders~~of ~~pursuant~~these tonet ~~this~~proceeds, ~~prospectus.~~and Weyou will not have the opportunity, ~~however~~as part of your investment decision, ~~receive~~to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of ~~any~~our ~~Warrants~~securities ifto ~~exercised~~decline. ~~for~~Pending ~~cash~~the application of these funds, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

WeYou ~~have incurred substantial losses since our inception. Net losses and negative cash flows have had, and~~ will ~~continue~~experience toimmediate ~~have, an adverse effect on our stockholders’ equity~~ and ~~working~~substantial ~~capital.~~dilution Wein ~~expect~~the tonet ~~continue~~tangible tobook ~~incur~~value ~~significant~~of ~~losses for~~ the ~~foreseeable~~shares ~~future~~you aspurchase wein ~~continue~~this ~~our~~offering ~~research~~ and ~~development~~may ~~of,~~experience ~~and~~additional ~~seek~~dilution ~~regulatory~~in ~~approvals~~the ~~for, our products~~future.

The ~~report~~public offering price per share of ~~our~~common ~~independent~~stock, ~~registered~~and the public ~~accounting~~offering ~~firm~~price onof each pre-funded warrant, will be substantially higher than the pro forma as adjusted net tangible book value per share of our ~~financial~~common ~~statements~~stock ~~for~~after giving effect to this offering. Assuming the ~~years~~ ~~ended~~sale ~~December 31~~of 2,000,000 ~~2023~~shares of our common stock and ~~2022~~pre-funded ~~contains~~warrants ~~explanatory~~at ~~language~~an ~~that~~assumed ~~substantial~~public ~~doubt~~offering ~~exists~~price ~~about~~of ~~our~~$6.30 ~~ability~~per toshare, ~~continue~~the asclosing asale ~~going~~price ~~concern.~~per Weshare ~~have~~of ~~reduced~~our ~~expenses~~common ~~because~~stock weon dothe ~~not~~Nasdaq ~~have~~Capital ~~access~~Market toon ~~sufficient~~February ~~cash~~11, ~~and~~2026, ~~liquidity~~assuming tono ~~finance~~sale ~~our~~of ~~business~~any ~~operations~~pre-funded aswarrants ~~currently~~in ~~contemplated~~this offering, and ~~may~~after bededucting ~~compelled~~estimated tounderwriting ~~reduce~~discounts ~~further~~and ~~general~~commissions and ~~administrative~~estimated offering expenses ~~and~~payable ~~delay~~by ~~research~~us, ~~and~~you ~~development~~will ~~projects~~incur ~~until~~immediate wedilution ~~are~~of ~~able~~approximately to$7.13 ~~obtain~~per ~~sufficient financing~~share. WeFurther ~~may~~dilution ~~find~~will occur if the underwriter exercises it’s ~~difficult~~option to ~~raise~~purchase ~~money~~up onto ~~terms~~300,000 ~~favorable~~additional toshares. usAs ora atresult ~~all.~~of ~~The~~the ~~failure~~dilution to ~~obtain~~investors ~~sufficient~~purchasing ~~capital~~securities toin ~~support~~this ~~our~~offering, ~~operations~~investors ~~would~~may ~~have~~receive asignificantly ~~material~~less ~~adverse~~than ~~effect~~the onpurchase ~~our~~price ~~business~~paid in this offering, ~~financial~~if ~~condition~~anything, ~~and~~in ~~results~~the event of ~~operations~~the liquidation of our company. IfSee ~~sufficient~~the ~~financing~~section isentitled ~~not~~“Dilution” ~~received~~below ~~timely,~~for wea ~~would~~more ~~then~~detailed ~~need~~discussion toof ~~pursue~~the adilution ~~plan~~you towill ~~license~~incur orif ~~sell~~you ~~assets,~~participate ~~seek~~in tothis beoffering. ~~acquired~~To bythe ~~another~~extent ~~entity,~~shares ~~cease~~are ~~operations~~issued under outstanding options and~~/or~~ ~~seek~~warrants ~~bankruptcy~~at ~~protection~~exercise prices lower than the public offering price of our common stock in this offering, you will incur further dilution.

IfThere ~~you~~is ~~purchase~~no ~~our~~public ~~securities~~market infor ~~this~~the ~~offering~~pre-funded ~~you~~warrants ~~may~~being ~~experience~~offered ~~future~~by ~~dilution~~us asin athis ~~result of future equity offerings or other equity issuances~~offering.

InThere ~~order~~is tono ~~raise~~established ~~additional~~public ~~capital,~~trading wemarket ~~will~~for ~~need~~the topre-funded ~~offer~~warrants, and ~~issue~~we ~~additional~~do ~~shares~~not ofexpect ~~our~~a ~~common~~market ~~stock~~to ~~or other securities convertible into or exchangeable for our common stock in the future~~develop. WeIn ~~cannot~~addition, ~~assure you that~~ we ~~will~~do benot ~~able~~intend to ~~sell~~apply ~~shares or other securities in any other offering at a price per share that is equal~~ to orlist ~~greater than~~ the ~~price~~pre-funded ~~per~~warrants ~~share~~on ~~paid~~any bynational ~~investors~~securities inexchange ~~this~~or ~~offering, and investors purchasing~~ other ~~securities~~nationally inrecognized ~~the~~trading ~~future could have rights superior to existing stockholders~~system. ~~The~~Without ~~price~~an ~~per~~active ~~share~~market, atthe ~~which~~liquidity ~~we sell additional shares~~ of ~~our~~the ~~common~~pre-funded ~~stock~~warrants orwill ~~other securities convertible into or exchangeable for our common stock in future transactions may~~ be ~~higher or lower than the price per share in this offering~~limited.

InThe ~~addition,~~pre-funded ~~we have a significant number of~~ warrants ~~outstanding.~~are ~~Further,~~speculative wein ~~may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans~~nature.

The pre-funded warrants offered hereby do not confer any rights of share of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price. Specifically, holders of the pre-funded warrants may acquire the shares of common stock issuable upon exercise of such warrants at an exercise price of $0.0001 per share of common stock. Moreover, following this offering, the market value of the pre-funded warrants is uncertain and there can be no assurance that the market value of the pre-funded warrants will equal or exceed their respective public offering prices.

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Holders of the warrants offered hereby will have no rights as common stockholders with respect to the shares of our common stock underlying the warrants until such holders exercise their warrants and acquire our common stock, except as otherwise provided in the warrants.

Until holders of the pre-funded warrants acquire shares of our common stock upon exercise thereof, such holders will have no rights with respect to the shares of our common stock underlying such warrants, except to the extent that holders of such warrants will have certain rights to participate in distributions or dividends paid on our common stock as set forth in the warrants. Upon exercise of the pre-funded warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

We are engaged in multiple transactions and offerings of Company securities. Future resales and/or issuances of shares of common stock, including pursuant to this prospectus, may cause the market price of our shares to drop significantly.

To the extent the Company sells shares of common stock and/or pre-funded warrants to purchase shares of common stock pursuant to this offering, substantial amounts of shares of common stock will be issued and available for resale, which would cause dilution and represent a significant portion of our public float and may result in substantial decreases to the Company’s stock price. After purchasers in this offering acquire shares of common stock and/or pre-funded warrants to purchase shares of common stock, such purchasers may resell all, some or none of such shares of common stock and/or pre-funded warrants to purchase shares of common stock at any time or from time to time in their discretion and at different prices.

Additionally, there are 123,500 outstanding Public Warrants to purchase 123,500 shares of common stock at an exercise price of $575.00 per share. In addition, there are 108,100 private placement warrants outstanding exercisable for 108,100 shares of common stock at an exercise price of $575.00 per share. To the extent such warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the holders of our common stock and increase the number of shares of common stock eligible for resale in the public market. Sales of substantial numbers of such shares of common stock in the public market could adversely affect the market price of our common stock.

In addition to this prospectus covering the public offering of up to 2,000,000 shares of common stock, and pre-funded warrants to purchase up to 2,000,000 shares of common stock, at an assumed public offering price of $6.30 per share of common stock, the Company has filed a registration statement registering the offer and resale from time to time by certain selling securityholders, or their permitted transferees, of up to 7,076,660 shares of common stock, including up to 231,600 shares of common stock issuable upon exercise of the outstanding public warrants and private placement warrants. The shares of common stock being offered for sale pursuant to this prospectus and offered for resale pursuant to the other prospectuses described above represent approximately 121% of the shares of common stock outstanding of the Company as of February 11, 2026; such shares of common stock being offered for resale collectively would constitute 75% of the resulting outstanding shares of common stock of the Company on a diluted basis after giving effect to all such issuances (including the exercise of all warrants).

Given the substantial number of shares of common stock registered for potential resale, the sale — or the perception of such sales — of a large number of shares by selling securityholders, could result in an increase in the volatility of the market price of our common stock and a significant decline in the public trading price of our common stock. Such decline in market price could be substantial.

See also “— We may issue additional shares of Solidion’s common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.”

The market price of our common stock and the trading volume of our common stock has been and may continue to be, highly volatile, and such volatility could cause the market price of our common stock to decrease.

During the past calendar year, the market price of our common stock fluctuated from a low of $~~[_]~~2.94 per share to a high of $~~[_]~~33.99 per share, and our stock price continues to fluctuate. The market price and trading volume of our common stock may continue to fluctuate significantly in response to numerous factors, some of which are beyond our control, such as:

• our ability to grow our revenue and customer base;

• the trading volume of our common stock;

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• developments concerning regulatory oversight and approvals;

• variations in our and our competitors’ results of operations;

• changes in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts;

• successes or challenges in our collaborative arrangements or alternative funding sources;

• adverse effects on our business condition and results of operations from general economic and market conditions and overall fluctuations in the United States and international markets, including tariffs, counter-tariffs, and deteriorating market conditions due to investor concerns regarding inflation and Russia’s war on Ukraine;

• future issuances of common stock or other securities;

• the addition or departure of key personnel;

• announcements by us or our competitors of acquisitions, investments or strategic alliances; and

• general market conditions and other factors, including factors unrelated to our operating performance.

Further, the stock market in general has recently experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value of our common stock and the loss of some or all of your investment.

We have never paid dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.

We have never paid dividends on any of our capital stock and currently intend to retain any future earnings to fund the growth of our business. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock.

A significant portion of Solidion’s ~~Common~~common ~~Stock~~stock is restricted from immediate resale, but may be sold into the market in the future pursuant to registration rights granted to the holders thereof. The exercise of such rights could cause the market price of Solidion’s ~~Common~~common ~~Stock~~stock to drop significantly, even if our business is doing well.

The market price of shares of Solidion’s ~~Common~~common ~~Stock~~stock could decline as a result of substantial sales of common stock, particularly by our significant stockholders, a large number of shares of common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

Concurrently with the execution of the Merger Agreement, G3 and certain other stockholders of Solidion entered into a registration rights agreement (the “Business Combination Registration Rights Agreement”) with Solidion. An aggregate of 781,~~616~~568,~~000~~320 shares of ~~Common~~common ~~Stock~~stock will be entitled to registration pursuant to the Business Combination Registration Rights Agreement, which consist of 361,~~087,500~~750 founder shares held by the Sponsor, ~~123~~2,~~500~~470 representative shares held by affiliates of EF Hutton, division of Benchmark Investments, LLC, 5108,~~405,000~~100 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor, and 691,~~800~~396,000 shares of stock issued to the HBC Shareholders as Merger Consideration. Up(after giving effect to anthe ~~additional~~Reverse 22Stock Split). On October 9,~~500~~ 2025, the Company issued 450,000 shares of common stock ~~may~~to beG3, ~~entitled~~pursuant to ~~registration~~an ~~under~~“earn-out” provision in the ~~Business~~Merger ~~Combination~~Agreement ~~Registration~~following ~~Rights~~the ~~Agreement~~approval inby the ~~event~~board ~~that~~of directors of the ~~Earnout~~Company ~~Shares~~to ~~vest~~deem the earn-out conditions satisfied in ~~accordance~~full, ~~with~~and ~~the~~these ~~terms~~shares ofare entitled to registration under the ~~Merger~~Business Combination Registration Rights Agreement. At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Each of G3 and the Sponsor are entitled to exercise two demand registrations under the Business Combination Registration Rights Agreement. If at any time following the Closing, Solidion proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration rights and “piggy-back” registration rights under the Business Combination Registration Rights Agreement are subject to certain requirements and customary conditions.

In addition, Solidion and G3 entered into a lock-up agreement, pursuant to which G3 agreed not to, during the Lock-up Period (as defined below), offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the shares issued in connection with the Transactions (the “Lock-up Shares”), enter into a transaction that would have 12

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~~the~~As ~~same effect~~such, orsales ~~enter into any swap, hedge or other arrangement that transfers, in whole or in part, any~~ of ~~the~~a ~~economic~~substantial ~~consequences~~number of ~~ownership of such~~ shares, ~~whether any~~ of ~~these~~Solidion’s ~~transactions~~common ~~are~~stock toin bethe ~~settled~~public bymarket ~~delivery~~could ofoccur at any ~~such~~time. ~~shares,~~These ~~in cash~~sales, or ~~otherwise. As used herein, “Lock-Up Period” means~~ the ~~period~~perception ~~commencing~~in on the ~~Closing~~market ~~and~~that ~~ending six months after~~ the ~~Closing.~~holders ~~The~~of ~~Sponsor~~a islarge ~~subject~~number toof ~~the~~shares ~~same~~intend ~~Lock-Up Period pursuant~~ to ~~the~~sell ~~Parent Support Agreement. However~~shares, ~~following~~could ~~the~~reduce ~~expiration of such lock-up periods, G3 and~~ the ~~Sponsor~~market ~~and~~price ~~their~~of ~~permitted transferees will not be restricted from selling~~ Solidion’s ~~securities~~common ~~held by them, other than by applicable securities laws~~stock.

AsWe ~~such,~~may ~~sales~~issue ofadditional ~~a substantial number of~~ shares of Solidion’s ~~Common~~common ~~Stock~~stock inor ~~the~~other ~~public~~equity ~~market~~securities ~~could~~without ~~occur~~your ~~at any time. These sales~~approval, orwhich ~~the~~would ~~perception~~dilute inyour ~~the~~ownership ~~market~~interests ~~that~~and ~~the~~may ~~holders~~depress ~~of a large number of shares intend to sell shares, could reduce~~ the market price of ~~Solidion’s~~your ~~Common Stock~~shares.

We may issue additional shares of Solidion’s iscommon astock ~~“controlled~~or ~~company”~~other ~~within~~equity securities of equal or senior rank in the ~~meaning~~future in connection with, among other things, future acquisitions, repayment of ~~Nasdaq~~outstanding ~~listing~~indebtedness ~~standards~~or ~~and~~under our Incentive Plan, aswithout astockholder ~~result~~approval, ~~qualifies~~in ~~for~~a number of circumstances. Pursuant to the Incentive Plan, we are authorized to grant options and ~~may~~other ~~rely~~share-based ~~on,~~awards ~~exemptions~~to ~~from~~our ~~certain~~employees, ~~corporate~~directors ~~governance~~and ~~requirements~~consultants. AsThe anumber ~~result,~~of ~~you~~shares ~~may~~of ~~not~~common ~~have~~stock initially reserved for issuance under the ~~same~~incentive ~~protections~~plan ~~afforded~~is 190,000. The Incentive Plan also includes an evergreen provision that provides for an automatic annual increase to ~~shareholders~~the number of ~~companies~~shares ~~that~~of ~~are~~common ~~subject~~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 ~~requirements~~lesser amount determined by the plan administrator.

~~Because~~Our G3issuance ~~holds approximately 73.39%~~ of ~~the~~additional ~~voting~~shares ~~power~~ of Solidion,’s ~~Solidion~~common ~~qualifies~~stock asor aother ~~“controlled~~equity ~~company”~~securities ~~within the meaning~~ of ~~the~~equal ~~corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group~~ or ~~another~~senior ~~company~~rank iscould a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we have ~~a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to~~ the ~~board~~following ~~by independent directors. We do not plan to rely upon the “controlled company” exemptions.~~effects:

However, Solidion may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. Solidion may rely on the corporate governance exemptions only so long as we qualify as a controlled company. To the extent we rely on any of these exemption, our public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our public shares.

We may issue additional shares of Solidion’s Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of Solidion’s Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of Solidion’s Common Stock or other equity securities of equal or senior rank could have the following effects:

• your proportionate ownership interest in Solidion will decrease;

• the relative voting strength of each previously outstanding share of common stock may be diminished; or

• the market price of our shares of Solidion stock may decline.

A market for Solidion’s securities may not continue, which would adversely affect the liquidity and price of Solidion’s securities.

The price of Solidion’s securities may fluctuate significantly due to general market and economic conditions. An active trading market for Solidion’s securities may not be sustained. In addition, the price of Solidion’s securities can vary due to general economic conditions and forecasts, Solidion’s general business condition and the release of Solidion’s financial reports. Additionally, if Solidion’s securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of Solidion’s securities may be more limited than if Solidion was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

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There can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless.

The exercise price for our Public Warrants is $11575.5000 per share. There can be no assurance that the Public Warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of Public Warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us, dated March 10, 2022, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. Our ability to amend the terms of the Public Warrants with the consent of a majority of the then-outstanding Public Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of shares of Solidion ~~Common~~common ~~Stock~~stock purchasable upon exercise of a Public Warrant.

~~Solidion may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants.~~13

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last sale price of Solidion Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Solidion Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Solidion Common Stock is available throughout the thirty (30-) day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants.

If securities or industry analysts do not publish or cease publishing research or reports about Solidion, its business, or its market, or if they change their recommendations regarding Solidion’s Common Stock adversely, then the price and trading volume of Solidion’s Common Stock could decline.

The trading market for Solidion’s Common Stock is influenced by the research and reports that industry or securities analysts may publish about us, Solidion’s business and operations, Solidion’s market, or Solidion’s competitors. Securities and industry analysts do not currently, and may never, publish research on Solidion. If no securities or industry analysts commence coverage of Solidion, Solidion’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover Solidion change their recommendation regarding Solidion’s stock adversely, or provide more favorable relative recommendations about Solidion’s competitors, the price of Solidion’s Common Stock would likely decline. If any analyst who may cover Solidion were to cease coverage of Solidion or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause Solidion’s stock price or trading volume to decline.

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Solidion may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.50 per Warrant, provided that the last sale price of Solidion common stock equals or exceeds $900.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Solidion common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Solidion common stock is available throughout the thirty (30-) day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants.

If securities or industry analysts do not publish or cease publishing research or reports about Solidion, its business, or its market, or if they change their recommendations regarding Solidion’s common stock adversely, then the price and trading volume of Solidion’s common stock could decline.

The trading market for Solidion’s common stock is influenced by the research and reports that industry or securities analysts may publish about us, Solidion’s business and operations, Solidion’s market, or Solidion’s competitors. Securities and industry analysts do not currently, and may never, publish research on Solidion. If no securities or industry analysts commence coverage of Solidion, Solidion’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover Solidion change their recommendation regarding Solidion’s stock adversely, or provide more favorable relative recommendations about Solidion’s competitors, the price of Solidion’s common stock would likely decline. If any analyst who may cover Solidion were to cease coverage of Solidion or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause Solidion’s stock price or trading volume to decline.

Risks Related to Development and Commercialization

If our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected.

Our batteries may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls and design changes. Our batteries are inherently complex and incorporate technology and components that have not been used for certain applications and that may contain defects and errors, particularly when first introduced to such applications. Although our batteries undergo quality control testing prior to release for shipment, there can be no assurance that we will be able to detect and fix all defects prior to shipment, and nonconformances, defects or errors could occur or be present in batteries that we release for shipment to customers. If our batteries fail to perform as expected, our customers may delay deliveries, our customer may terminate orders or we may initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, prospects and results of operations.

Our battery architecture is different from our peers’ and may behave differently in customer use applications, certain applications of which we have not yet evaluated. This could limit our ability to deliver to certain applications. In addition, our historical data on the performance and reliability of our batteries is limited, and therefore our batteries could fail unexpectedly in the field resulting in significant warranty costs or brand damage in the market. Further, the structure of our battery is different from traditional lithium-ion batteries and therefore our batteries could be susceptible to different and unknown failure modes leading our batteries to fail and cause a safety event in the field. Such an event could result in the failure of our end customers’ product as well as the loss of life or property, resulting in severe financial penalties for us, including the loss of revenue, cancelation of supply contracts and the inability to win new business due to reputational damage in the market. In addition, consistent with industry norms, we would anticipate that when we enter into agreements to supply our battery products to end product manufacturers, that the terms of these agreements may require us to bear certain costs relating to recalls and replacements of end products when such recalls and replacements are due to defects of our battery products that are incorporated in such end products.

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win new business due to reputational damage in the market. In addition, consistent with industry norms, we would anticipate that when we enter into agreements to supply our battery products to end product manufacturers, that the terms of these agreements may require us to bear certain costs relating to recalls and replacements of end products when such recalls and replacements are due to defects of our battery products that are incorporated in such end products.

OEMs may elect to pursue other battery cell technologies, which likely would impair our revenue generating ability.

OEMs are motivated to develop and commercialize improved battery cell technologies. To that end, OEMs partners have invested, and are likely to continue to invest in the future, in their own development efforts and, in certain cases, in joint development agreements with our current and future competitors. If other technology is developed more rapidly than our high-capacity anode and high-energy solid-state battery technology, or if such competing technologies are determined to be more efficient or effective than our high-capacity anode and high-energy solid-state battery technology, our partners may elect to adopt and install a competitor’s technology or products over ours, which could materially impact our business, financial results, and prospects.

We have only conducted preliminary safety testing on our high-capacity anode and high-energy solid-state battery technology, and our technology will require additional and extensive safety testing prior to being installed in electric vehicles.

To achieve acceptance by automotive OEMs, our anticipated commercial-sized our high-capacity anode and high-energy solid-state battery technology will have to undergo extensive safety testing. We cannot assure you such tests will be successful, and we may identify different or new safety issues in our development or the commercial cells that have not been present in our prototype cells. If we have to make design changes to address any safety issues, we may have to delay or suspend commercialization, which could materially damage our business, prospects, financial condition, operating results and brand.

We rely on complex equipment for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

We rely heavily on complex equipment for our operations and the production of our high-capacity anode and high-energy solid-state battery technology. The work required to integrate this equipment into the production of our high-capacity anode and high-energy solid-state battery technology is time intensive and requires us to work closely with the equipment providers to ensure that it works properly with our proprietary technology. This integration involves a degree of uncertainty and risk and may result in the delay in the scaling up of production or result in additional cost to our high-capacity anode and high-energy solid-state battery technology.

13Our current manufacturing facilities require large-scale machinery and equipment. Such machinery and equipment may unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be available when needed. In addition, because this equipment has historically not been used to build our high-capacity anode and high-energy solid-state batteries, the operational performance and costs associated with this equipment is difficult to predict and may be influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our products in a timely manner and at prices and volumes acceptable to us, environmental hazards and associated costs of remediation, difficulty or delays in obtaining governmental permits, damages or defects in systems, industrial accidents, fires, seismic activity and other natural disasters.

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closely with the equipment providers to ensure that it works properly with our proprietary technology. This integration involves a degree of uncertainty and risk and may result in the delay in the scaling up of production or result in additional cost to our high-capacity anode and high-energy solid-state battery technology.

Our current manufacturing facilities require, and we expect our future manufacturing facilities will require, large-scale machinery and equipment. Such machinery and equipment may unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be available when needed. In addition, because this equipment has historically not been used to build our high-capacity anode and high-energy solid-state batteries, the operational performance and costs associated with this equipment is difficult to predict and may be influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our products in a timely manner and at prices and volumes acceptable to us, environmental hazards and associated costs of remediation, difficulty or delays in obtaining governmental permits, damages or defects in systems, industrial accidents, fires, seismic activity and other natural disasters.

Problems with our manufacturing equipment could result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production. In addition, in some cases operational problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities. Any of these operational problems, or a combination of them could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects.

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We may obtain licenses on technology that has not been commercialized or has been commercialized only to a limited extent, and the success of our business may be adversely affected if such technology does not perform as expected.

From time to time, we may license from third parties technologies that have not been commercialized or which have been commercialized only to a limited extent. These technologies may not perform as expected within our high-capacity anode and high-energy solid-state batteries and related products. If the cost, performance characteristics, manufacturing process or other specifications of these licensed technologies fall short of our targets, our projected sales, costs, time to market, competitive advantage, future product pricing and potential operating margins may be adversely affected.

Substantial increases in the prices for our raw materials and components, some of which are obtained from a limited number of sources where demand may exceed supply, could materially and adversely affect our business.

We rely on third-party suppliers for components and equipment necessary to develop our high-capacity anode and high-energy solid-state battery technology. We face risks relating to the availability of these materials and components, including that we will be subject to demand shortages and supply chain challenges and generally may not have sufficient purchasing power to eliminate the risk of price increases for the raw materials and tools we need. To the extent that we are unable to enter into commercial agreements with our current suppliers or our replacement suppliers on favorable terms, or these suppliers experience difficulties meeting our requirements, the development and commercial progression of our high-capacity anode and high-energy solid-state battery technology and related technologies may be delayed.

Separately, we may become subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices. We may be required to incur substantial costs to comply with these requirements, which may include locating new suppliers if certain issues are discovered. We may not be able to find any new suppliers for certain raw materials or components required for our operations, or such suppliers may be unwilling or unable to provide us with products.

Any disruption in the supply of components, equipment or materials could temporarily disrupt research and development activities or production of our high-capacity anode and high-energy solid-state battery technology until an alternative supplier is able to supply the required material. Changes in business conditions, unforeseen circumstances, governmental changes, and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components or equipment to us on a timely basis. Any of the foregoing could materially and adversely affect our results of operations, financial condition and prospects.

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Currency fluctuations, trade barriers, tariffs or shortages and other general economic or political conditions may limit our ability to obtain key components or equipment for our high-capacity anode and high-energy solid-state battery technology or significantly increase freight charges, raw material costs and other expenses associated with our business, which could further materially and adversely affect our results of operations, financial condition and prospects.

We may be unable to adequately control the costs associated with our operations and the components necessary to build our high-capacity anode and high-energy solid-state batteries, and, if we are unable to control these costs and achieve cost advantages in our production of our high-capacity anode and high-energy solid-state batteries at scale, our business will be adversely affected.

We require significant capital to develop our high-capacity anode and high-energy solid-state battery technology and expect to incur significant expenses, including those relating to research and development, raw material procurement, leases, sales and distribution as we build our brand and market our technologies, and general and administrative costs as we scale our operations. Our ability to become profitable in the future will not only depend on our ability to successfully develop and market our high-capacity anode and high-energy solid-state battery technology, but also to control our costs. If we are unable to efficiently design, appropriately price, sell and distribute our high-capacity anode and high-energy solid-state battery technology, our anticipated margins, profitability and prospects would be materially and adversely affected.

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If we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed.

Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, and our operations may be severely disrupted if we lost their services. As we build our brand and become more well known, there is increased risk that competitors or other companies will seek to hire our personnel. Our success also depends on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel. Competition for these employees can be intense, and our ability to hire, attract and retain them depends on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the future, and our failure to do so could seriously harm our business and prospects.

In addition, we are highly dependent on the services of our senior technical and management personnel, including our executive officers, who would be difficult to replace. Further, our Executive Chairman and Chief Science Officer will ~~continues~~continue to be employed by G3, and his time and attention may be diverted from Solidion’s business, which may have an impact on our business. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our business, financial condition, results of operations and prospects could be adversely affected.

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

We may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God, and other claims against us, for which we may have no insurance coverage. As a general matter, the policies that we do have may include significant deductibles, and we cannot be certain that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and operating results. Furthermore, although we plan to obtain and maintain insurance for damage to our property and the disruption of our business, this insurance may be challenging to obtain and maintain on terms acceptable to us and may not be sufficient to cover all of our potential losses.

Our facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events, including fire and explosions.

We currently conduct our operations in two facilities in Dayton, Ohio. Our current and future development and manufacturing facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, health pandemics and epidemics, and other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, explosions, floods, cyber-attacks (including ransomware attacks), typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to conduct our research and development activities as and on the timeline currently contemplated.

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platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to conduct our research and development activities as and on the timeline currently contemplated.

Risks Related to Industry and Market Trends

The battery cell market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.

The battery cell market in which we compete continues to evolve and is highly competitive. To date, we have focused our efforts on our high-capacity anode and high-energy solid-state battery technology, a promising alternative to conventional lithium-ion battery cell technology. However, lithium-ion battery cell technology has been widely adopted and our current competitors have, and future competitors may have, greater resources than we do and may also be able to devote greater resources to the development of their current and future technologies. These competitors also may have greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and competitive positioning. In addition, traditional lithium-ion battery cell manufacturers may continue to reduce cost and expand supply of conventional batteries and, therefore, reduce the prospects for our business or negatively impact the ability for us to sell our products at a market-competitive price and yet at sufficient margins.

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traditional lithium-ion battery cell manufacturers may continue to reduce cost and expand supply of conventional batteries and, therefore, reduce the prospects for our business or negatively impact the ability for us to sell our products at a market-competitive price and yet at sufficient margins.

Many automotive OEMs are researching and investing in solid-state battery cell efforts and, in some cases, in battery cell development and production. We do not have exclusive relationships with any OEM to provide their future battery cell technologies, and it is possible that the investments made by these OEMs might result in technological advances earlier than, or superior in certain respect to, the high-capacity anode and high-energy solid-state battery technology we are developing. There are a number of companies seeking to develop alternative approaches to high-capacity anodes and solid-state battery cells. We expect competition in battery cell technology and electric vehicles to intensify due to increased demand for these vehicles and a regulatory push for electric vehicles, continuing globalization, and consolidation in the worldwide automotive industry. As new companies and larger, existing vehicle and battery cell manufacturers enter the high-capacity anode and solid-state battery cell space, we may lose any perceived or actual technological advantage we may have in the marketplace and suffer a decline in our position in the market.

Furthermore, the battery cell industry also competes with other emerging or evolving technologies, such as natural gas, advanced diesel and hydrogen-based fuel cell powered vehicles. Developments in alternative technologies or improvements in batteries technology made by competitors may materially adversely affect the sales, pricing and gross margins of our products. As technologies change, we will attempt to upgrade or adapt our products to continue to provide products with the latest technology. However, our products may become obsolete, or our research and development efforts may not be sufficient to adapt to changes in or to create the necessary technology to effectively compete. If we are unable to keep up with competitive developments, including if such technologies achieve lower prices or enjoy greater policy support than the lithium-ion battery cell industry, our competitive position and growth prospects may be harmed. Similarly, if we fail to accurately predict and ensure that our high-capacity anode and high-energy solid-state battery technology can address customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from our high-capacity anode and high-energy solid-state battery technology, our business will be harmed.

We must continue to commit significant resources to develop our high-capacity anode and high-energy solid-state battery technology in order to establish a competitive position, and these commitments must be made without knowing whether our investments will result in products potential customers will accept. There is no assurance we will successfully identify new customer requirements, develop and bring our high-capacity anode and high-energy solid-state battery technology to market on a timely basis, or that products and technologies developed by others will not render our high-capacity anode and high-energy solid-state battery technology obsolete or noncompetitive, any of which would adversely affect our business and operating results.

We expect that automotive OEMs and top tier battery cell suppliers will be less likely to license our high-capacity anode and high-energy solid-state battery technology if they are not convinced that our business will succeed in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed in the long term. Accordingly, in order to build and maintain our business, we must instill and maintain confidence among current and future partners, customers, suppliers, analysts, ratings agencies and other parties in our long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as:

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order to build and maintain our business, we must instill and maintain confidence among current and future partners, customers, suppliers, analysts, ratings agencies and other parties in our long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as:

• our limited operating history;

• market unfamiliarity with our products;

• delays in or impediments to completing or achieving our research and development goals;

• unexpected costs that automotive OEM and top tier cell partners may be required to incur to scale manufacturing, delivery and service operations to meet demand for electric vehicles containing our technologies or products;

• competition and uncertainty regarding the future of electric vehicles;

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• the development and adoption of competing technologies that are less expensive and/or more effective than our products; and

• our eventual production and sales performance compared with market expectations.

Our future growth and success are dependent upon consumers’ willingness to adopt electric vehicles.

Our growth and future demand for our products is highly dependent upon the adoption by consumers of alternative fuel vehicles in general and electric vehicles in particular. The market for new energy vehicles is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and factors, evolving government regulation and industry standards, and changing consumer demands and behaviors. If the market for electric vehicles in general does not develop as expected, or develops more slowly than expected, our business, prospects, financial condition and operating results could be harmed.

We may not succeed in attracting customers during the development stage or for high volume commercial production, and our future growth and success depend on our ability to attract customers.

We may not succeed in attracting customers during our development stage or for high volume commercial production. Customers may be wary of unproven products or not be inclined to work with less established businesses. In addition, if we are unable to attract new customers in need of high-volume commercial production of our products, our business will be harmed.

Automotive OEMs are often large enterprises. Therefore, our future success will depend on our or our partners’ ability to effectively sell our products to such large customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by large customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase our products.

Automotive OEMs that are large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers.

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We may not be able to accurately estimate the future supply and demand for our high-capacity anode and high-energy solid-state battery technology, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for our high-capacity anode and high-energy solid-state battery technology or our ability to develop, manufacture, and deliver such products, or our profitability in the future. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues. In addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of product components in a timely manner, the delivery of our high-capacity anode and high-energy solid-state battery technology to our potential customers could be delayed, which would harm our business, financial condition and operating results.

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Risks Related to Limited Operating History

Our business model has yet to be tested and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

Investors should be aware of the difficulties normally encountered by a new enterprise, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, organizing operations and undertaking marketing activities. The likelihood of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. There is, therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital requirements of our business, we can be expected to continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures. Any investment in our company is therefore highly speculative and could result in the loss of your entire investment.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results, prospects and financial position could be materially affected. The projected financial information appearing elsewhere in these materials was prepared by management and reflects current estimates of future performance. The projected results depend on the successful implementation of management’s growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes.

We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future.

We incurred a net loss of approximately $35.93 million for the year ended December 31, ~~2022,~~2023 and approximately $525.39 million for the year ended December 31, 2024. Such net losses and negative cash flows from operating activities (approximately $4.1 million and $7.4 million for the years ended December 31, 2023 and 2024, respectively) have had, and will continue to have, an adverse effect on our stockholders’ equity and working capital. We believe that we will continue to incur operating and net losses each quarter until the time significant production of our high-capacity anode and high-energy solid-state battery technology begins.

We expect the rate at which we will incur losses to be significantly higher in future periods as we, among other things, continue to incur significant expenses in connection with the design, development and manufacturing of our high-capacity anode and high-energy solid-state battery technology; expand our research and development activities; invest in additional research and development and manufacturing capabilities; build up inventories of raw materials and other components; commence sales and marketing activities; develop our distribution infrastructure; and increase our general and administrative functions to support our growing operations. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.

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additional research and development and manufacturing capabilities; build up inventories of raw materials and other components; commence sales and marketing activities; develop our distribution infrastructure; and increase our general and administrative functions to support our growing operations. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.

Our history of recurring losses and anticipated expenditures raise substantial doubts about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.

We have incurred operating losses to-date and it is possible we will never generate profit. Our ability to continue as a going concern depends on generating cash from operations, and the potential of obtaining additional debt or equity financing. ~~There~~We ~~can~~have bereduced noexpenses ~~assurance~~because ~~that~~ we ~~will~~do benot ~~successful~~have inaccess ~~these~~to ~~efforts.~~sufficient ~~The~~cash ~~financial~~and ~~statements~~liquidity ~~include~~to infinance ~~this~~our ~~Annual~~business ~~Report~~operations doas ~~not~~currently ~~include~~contemplated ~~any~~and ~~adjustments~~may ~~relating~~be compelled to ~~the~~reduce ~~recoverability~~further general and ~~classification~~administrative ofexpenses ~~recorded~~and ~~asset~~delay ~~amounts~~research orand ~~the~~development ~~amounts~~projects ~~and~~until ~~classification~~we ofare ~~liabilities~~able ~~that~~to ~~might~~obtain ~~result~~sufficient ~~from~~financing. ~~the~~There ~~outcome~~can ofbe ~~these~~no ~~uncertainties~~assurance ~~related~~that towe ~~our~~will ~~ability~~be tosuccessful ~~operate~~in onthese aefforts. ~~going~~The ~~concern~~financial ~~basis.~~statements included in this prospectus do not

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include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related to our ability to operate on a going concern basis.

If we are unable to raise sufficient capital when needed, our business, financial condition and results of operations will be materially and adversely affected, and we will need to significantly modify our operational plans to continue as a going concern. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements. Our lack of cash resources and our potential inability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital or to enter into critical contractual relations with third parties due to concerns about our ability to meet our contractual obligations.

We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. There is substantial doubt as to our ability to continue as a going concern.

We may need additional capital before we commence generating revenues, and it may not be available on acceptable terms, if at all. For example, our capital budget assumes, among other things, that our development timeline progresses as planned and our corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein.

In addition, as discussed above, we have experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about our ability to continue as a going concern. In their report for the year ended December 31, ~~2023~~2024, our auditors have expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on generating cash from operations, and the potential of obtaining additional debt or equity financing; however, there can be no assurance we will be successful in these efforts.

More specifically, we expect our capital expenditures and working capital requirements to increase materially in the near future, as we accelerate our research and development efforts and scale up production operations with our partners. As we approach commercialization, we expect our operating expenses will increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company.

As a result, we may need to access the debt and equity capital markets to obtain additional financing in the future. However, these sources of financing may not be available on acceptable terms, or at all. Our ability to obtain additional financing will be subject to a number of factors, including:

• market conditions;

• the level of success we have experienced with our research and development programs;

• our operating performance;

• investor sentiment; and

• our ability to incur additional debt in compliance with any agreements governing our then-outstanding debt.

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These factors may make the timing, amount, terms or conditions of additional financings unattractive to us. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, references or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing stockholders may experience dilution. If we are unable to generate sufficient funds from operations or raise additional capital, we may be forced to take actions to reduce our capital or operating expenditures, including by not seeking potential acquisition opportunities, eliminating redundancies, or reducing or delaying our production facility expansions, which may adversely affect our business, operating results, financial condition and prospects.

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We may have potential business conflicts of interest with G3 with respect to our past and ongoing relationships. We may not be able to resolve any potential conflicts, and, even if we do so, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.

Conflicts of interest may arise with G3 in a number of areas relating to our past and ongoing relationships, including labor, tax, employee benefit, indemnification and other matters arising from the Restructuring; intellectual property matters, including the Patent Assignment (as defined above); and employee recruiting and retention, including matters related to the dual employment arrangement of our Executive Chairman and Chief Science Officer with Solidion and G3. In addition, certain of our directors and employees may have actual or potential conflicts of interest because of their financial interests in G3. Because of their current or former positions with G3, certain of our executive officers and directors, including our Executive Chairman and Chief Science Officer, own equity interests in G3. Continuing ownership of equity interests in G3 could create, or appear to create, potential conflicts of interest if Solidion and G3 face decisions that could have implications for both Solidion and G3.

If we fail to effectively manage our future growth, we may not be able to market and license the technology and know-how to manufacture or sell our high-capacity anode and high-energy solid-state battery technology successfully.

We intend to expand our operations significantly, with a view toward accelerating our research and development activities and positioning our company for potential commercialization of our technologies. In connection with these efforts, we anticipate hiring, retaining and training personnel, acquiring and installing equipment to support the commercialization process of our products, and implementing administrative infrastructure, systems and processes. That said, our management team will have considerable discretion in the application of the funds available to us following completion of the business combination. We may use these funds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the cash held at closing of the business combination in a manner that does not produce income or that loses value. If we cannot manage our growth effectively, including by controlling our expenditures for these initiatives to the greatest extent possible, our business could be harmed.

Most of our management does not have experience in operating a public company.

Most of our executive officers do not have experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the policies, practices or internal controls over financial reporting required of public companies in the United States. As a result, we may be required to pay higher outside legal, accounting or consulting costs than our competitors, and our management team members may have to devote a higher proportion of their time to issues relating to compliance with the laws applicable to public companies, both of which might put us at a disadvantage relative to competitors.

We may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our technologies and our business, revenues and prospects.

Our business and prospects depend on our ability to develop, maintain and strengthen our brand. If we are not able to establish, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. The automobile industry is intensely competitive, and we may not be successful in building, maintaining and strengthening our brand. Our current and potential competitors, including many battery cell manufacturers and automotive OEMs around the world, have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially and adversely impacted.

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Risks Related to Intellectual Property

We rely heavily on owned intellectual property, which includes patent rights, trade secrets, copyright, trademarks, and know-how. If we are unable to protect and maintain access to these intellectual property rights, our business and competitive position would be harmed.

We may not be able to prevent unauthorized use of our owned intellectual property, which could harm our business and competitive position. We rely on a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractual protections, to establish, maintain and enforce rights and competitive advantage in our proprietary technologies. Despite our efforts to protect our proprietary rights, third parties, including our business partners, may attempt to copy or otherwise obtain and use our intellectual property without our consent or may decline to license necessary intellectual property rights from us on terms favorable to our business. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be sufficient. Any enforcement efforts we undertake, including litigation, could require involvement of the licensor, be time-consuming and expensive, and could divert management’s attention, all of which could harm our business, results of operations and financial condition. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard our proprietary technologies.

Patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as the United States. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States and efforts to protect against the unauthorized use of our intellectual property rights, technology and other proprietary rights may be impossible outside of the United States. Failure to adequately protect our owned intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage, a decrease in our revenue and reputational harm caused by inferior products offered by third parties, which would adversely affect our business, prospects, financial condition and operating results.

Our patent applications may not result in issued patents, which would result in the disclosures in those applications being available to the public. Also, our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with commercialization of our products.

Our patent portfolio includes many patent applications. Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to our products to our disadvantage. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology, any number of which could be considered prior art and prevent us from obtaining a patent. Any of our future or existing patents or pending patent applications may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries may be subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

We have not performed exhaustive searches or analyses of the intellectual property landscape of the battery industry; therefore, we are unable to guarantee that our technology, or its ultimate integration into electric vehicle battery packs, does not infringe intellectual property rights of third parties. We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.

Companies, organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell, license, lease or market our products or technologies, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from third parties relating to whether we are infringing their intellectual property rights and/or seek court declarations that they do not infringe upon our intellectual property

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rights. Companies holding patents or other intellectual property rights relating to batteries may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

• cease selling, leasing, incorporating or using products that incorporate the challenged intellectual property;

• pay substantial damages;

• materially alter our research and development activities and proposed production processes;

• obtain a license from the holder of the infringed intellectual property right, which may not be available on reasonable terms or at all; or

• redesign our battery cells at significant expense.

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to continue to use the technology on reasonable terms, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not well-founded, could result in substantial costs, negative publicity, reputational harm and diversion of resources and management’s attention.

Risks Related to Finance and Accounting

Our expectations and targets regarding the times when we will achieve various technical, pre-production and production-level performance objectives depend in large part upon assumptions, estimates, measurements, testing, analyses and data developed and performed by us, which if incorrect or flawed, could have a material adverse effect on our actual operating results and performance.

Our expectations and targets regarding the times when we will achieve various technical, pre-production and production objectives reflect our current expectations and estimates. Whether we will achieve these objectives when we expect depends on a number of factors, many of which are outside our control, including, but not limited to:

• success and timing of our development activity and ability to develop our high-capacity anode and high-energy solid-state batteries that achieves our desired performance metrics and achieves the requisite automotive industry validations before our competitors;

• unanticipated technical or manufacturing challenges or delays;

• technological developments relating to lithium-ion, lithium-metal all-solid-state or other batteries that could adversely affect the commercial potential of our technologies;

• the extent of consumer acceptance of electric vehicles generally, and those deploying our products, in particular;

• competition, including from established and future competitors in the battery cell industry or from competing technologies such as hydrogen fuel cells that may be used to power electric vehicles;

• whether we can obtain sufficient capital when required to sustain and grow our business, including through the acquisition and installation of equipment to support the commercialization process of our products and the operation and maintenance of our facilities;

• our ability to manage our growth;

• whether we can manage relationships with key suppliers and the availability of the raw materials we need to procure from them;

• our ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel; and

• the overall strength and stability of domestic and international economies.

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Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our ability to achieve our objectives when planned and our business, results of operations and financial results.

Incorrect estimates or assumptions by management in connection with the preparation of our financial statements could adversely affect our reported assets, liabilities, income, revenue or expenses.

The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, revenue or expenses during the reporting periods. Incorrect estimates and assumptions by management could adversely affect our reported amounts of assets, liabilities, income, revenue and expenses during the reporting periods. If we make incorrect assumptions or estimates, our reported financial results may be over or understated, which could materially and adversely affect our business, financial condition and results of operations.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We are subject to certain reporting requirements of the Exchange Act. Based on an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2025, because of certain material weaknesses in our internal control over financial reporting. Our disclosure controls and procedures are not currently designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. For more information on the material weaknesses and our remediation efforts, see below “— We have identified five material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.” We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, as well as the evaluation that our disclosure controls and procedures were not effective as of September 30, 2025, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

We ~~will~~have ~~incur~~identified ~~significant~~five ~~increased~~material ~~expenses~~weaknesses ~~and~~in ~~administrative~~our ~~burdens~~internal ascontrol aover ~~public~~financial ~~company~~reporting. If our remediation of these material weaknesses is not effective, ~~which~~or ~~could~~if ~~have~~we experience additional material weaknesses in the future or otherwise fail to maintain an ~~adverse~~effective ~~effect~~system onof ~~our~~internal ~~business~~controls in the future, we may not be able to accurately or timely report our financial condition ~~and~~or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

WePrior ~~will~~to ~~face~~the ~~increased~~Closing ~~legal,~~of ~~accounting,~~our ~~administrative~~business ~~and~~combination, ~~other costs and expenses as a public company that~~ we ~~did~~were ~~not incur as~~ a private company ~~prior to our merger~~ with ~~Nubia.~~limited ~~The~~accounting ~~Sarbanes-Oxley~~personnel ~~Act,~~and ~~including~~other ~~the~~resources ~~requirements~~with ofwhich ~~Section 404,~~to asaddress ~~well~~our asinternal ~~rules~~control ~~and~~over ~~regulations~~financial ~~subsequently~~reporting. ~~implemented~~In byconnection ~~the~~with ~~SEC,~~ the ~~Dodd-Frank~~audit ~~Wall~~of ~~Street~~our ~~Reform~~consolidated ~~and~~financial ~~Consumer~~statements ~~Protection~~as ~~Act~~ of December ~~2010~~31, ~~and~~2024, ~~the rules~~ and ~~regulations~~for ~~promulgated~~the ~~and~~year toended beDecember 31, ~~promulgated thereunder~~2024, ~~the~~we ~~Public~~identified ~~Company~~five ~~Accounting~~material ~~Oversight~~weaknesses ~~Board~~in ~~(United States)~~our ~~(“PCAOB”)~~internal ~~and~~control ~~the~~over ~~securities~~financial ~~exchanges, impose additional~~ reporting: ~~and~~control ~~other~~environment, ~~obligations~~risk onassessment, ~~public~~control ~~companies.~~activities, ~~The~~information ~~development~~ and ~~implementation~~communication ~~of the standards~~ and ~~controls~~monitoring. ~~necessary~~In ~~for~~addition, usbased toon ~~achieve~~an ~~the~~evaluation ~~level~~ of ~~accounting~~our ~~standards~~disclosure ~~required~~controls ofand aprocedures, ~~public~~as ~~company~~defined in ~~the~~Rules ~~United States~~13a-15(e) ~~may~~and ~~require~~15d-15(e) ~~costs~~under ~~greater~~the ~~than~~Exchange ~~expected.~~Act, Itour isChief ~~possible~~Executive ~~that~~Officer weand ~~will~~Chief beFinancial ~~required~~Officer tohave ~~expand~~concluded that our ~~employee~~disclosure ~~base~~controls and ~~hire~~procedures ~~additional~~were ~~employees~~not toeffective ~~support~~as ~~our~~of ~~operations~~September as30, a2025, ~~public~~because ~~company,~~of ~~which~~these ~~will~~material ~~increase~~weaknesses in our ~~operating~~internal ~~costs~~control inover ~~future~~financial ~~periods~~reporting.

~~Compliance~~We ~~with~~cannot ~~public~~assure ~~company~~you ~~requirements~~that ~~will~~additional ~~increase~~significant ~~costs~~deficiencies ~~and~~or ~~make~~material ~~certain~~weaknesses ~~activities~~in ~~more~~our ~~time-consuming.~~internal Acontrol ~~number~~over offinancial ~~those~~reporting ~~requirements~~ will ~~require~~not usbe toidentified ~~carry~~in ~~out~~the ~~activities we have not done previously~~future. ~~For~~Any ~~example,~~failure weto ~~have~~maintain ~~created,~~ or ~~will~~implement ~~create,~~required new ~~Board~~or ~~committees~~improved ~~and adopted~~controls, or ~~will~~to ~~adopt,~~implement ~~new~~our ~~internal~~remediation ~~controls~~plans ~~and~~or ~~disclosure~~any ~~controls~~difficulties ~~and procedures. In addition,~~ we ~~will~~encounter ~~incur~~in ~~expenses~~our ~~associated~~implementation ~~with SEC reporting requirements. Furthermore~~thereof, ifcould ~~any~~result ~~issues~~ in ~~complying~~additional ~~with~~significant ~~those~~deficiencies ~~requirements~~or ~~are identified (for example, if the auditors identify a~~ material ~~weakness~~weaknesses or ~~significant~~result ~~deficiency~~ in ~~the~~material ~~internal~~misstatements ~~control~~in ~~over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect~~ our reputation or investor perceptions of it. It will also be more expensive to obtain director and officer liability insurance. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial ~~compliance costs and the costs of related legal, accounting and administrative activities~~statements. ~~These~~If ~~increased~~we ~~costs~~are ~~will~~unable ~~require us~~ to ~~spend~~assert ~~money~~ that ~~could otherwise be used on~~ our ~~research~~internal ~~and~~control ~~development~~over ~~programs~~financial ~~and to achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and~~ reporting ~~requirements~~is effective, ~~which~~or ~~could~~if ~~further~~our ~~increase~~independent ~~costs.~~

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registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, lenders and investors may lose confidence in the accuracy and completeness of our financial reports and we may face restricted access to various sources of financing in the future.

These material weaknesses, if not remediated, could result in misstatements of accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Our management anticipates that our internal control over financial reporting will not be effective until the above material weaknesses are remediated. If our remediation of these material weaknesses is not effective, or we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the Nasdaq listing requirements, investors may lose confidence in our financial reporting, and the price of our common stock may decline as a result. We have implemented a remediation plan and, while progress has been made to remediate the material weaknesses, they will not be considered remediated until the applicable remedial processes and procedures have been in place for a sufficient period of time and management has concluded, through testing, that associated controls are effective. Therefore, there is no guarantee that our remediation plan will be successful, or completed for at least several quarterly periods into 2026.

We may face litigation and other risks as a result of our prior financial statement restatements.

Our restatements of certain financial information may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries. As the result of this error and the resulting restatement of our consolidated financial statements for the subject reporting periods, we have incurred unanticipated costs for accounting and legal fees in connection with or related to the restatements, and may have become subject to additional risks and uncertainties, including the increased possibility of litigation and regulatory inquiries. The Company identified an error related to the accounting for issuance costs associated with convertible notes. Specifically, approximately $2.8 million of non-cash, non-operating stock-based expense related to bonus shares was inadvertently omitted and not reflected in the financial statements for the first quarter of 2024. See Note 2 to the audited consolidated and combined financial statements for the years ended December 31, 2024 and 2023 included in this prospectus. In addition, the Company restated its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 after determining that a total of 810,389 Series A Warrants associated with the private placement completed on March 13, 2024 (the “March Private Placement”) should have been accounted for and included in the warrant liability valuation, rather than the previously reported amount. This correction impacted the derivative liabilities on the Company’s balance sheet and the associated non-cash change in fair value of derivative liabilities recognized in the Company’s statement of operations, as well as the Company’s earnings per share calculations for the affected periods. Any of the foregoing may affect investor confidence in the accuracy of our financial disclosures and may raise reputational risks for our business, which could harm our business and financial results.

We have incurred and will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.

We face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company prior to our merger with Nubia. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

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Compliance with public company requirements has increased and will continue to increase costs and make certain activities more time-consuming. A number of those requirements require us to carry out activities we have not done previously. For example, we have created new Board committees and adopted new internal controls and disclosure controls and procedures. In addition, we have incurred and will incur expenses associated with SEC reporting requirements. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify additional material weaknesses or significant deficiencies in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It will also be more expensive to obtain director and officer liability insurance. The additional reporting and other obligations imposed by these rules and regulations have increased and will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs have required us and will require us to spend money that could otherwise be used on our research and development programs and to achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results.

We ~~currently,~~have ~~and~~benefited ~~expect to continue to, benefit~~ from certain government subsidies and economic incentives including tax credits, rebates and other incentives that support the development and adoption of clean energy technology. ~~We cannot assure you that these subsidies and incentive programs will be available to us at the same or comparable levels in the future.~~ Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, or the reduced need for such subsidies and incentives due to the perceived success of clean and renewable energy products or other reasons, may require us to seek additional financing, which may not be obtainable on commercially attractive terms or at all, and may result in the diminished competitiveness of the battery cell industry generally or our high-capacity anode and high-energy solid-state battery technology in particular. ~~Any~~The recently passed Big Beautiful Bill’s elimination of federal EV tax credits effective September 30, 2025 and any further change in the level of subsidies and incentives from which we benefit overall could materially and adversely affect our business, prospects, financial condition and operating results.

Risks Related to Legal and Regulatory Compliance

We are subject to regulations regarding the storage and handling of various products. We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

We may become subject to product liability claims which could harm our business, prospects, operating results, and financial condition. We face inherent risk of exposure to claims in the event our high-capacity anode and high-energy solid-state battery technology does not perform as expected or malfunction resulting in personal injury or death. Our risks in this area are particularly pronounced given our high-capacity anode and high-energy solid-state battery technology is still in the development stage and have not yet been commercially tested or mass produced. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our technology and business and inhibit or prevent commercialization of our high-capacity anode and high-energy solid-state battery technology and future product candidates, which would have a material adverse effect on our brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under then-existing policies.

From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and consolidated financial position.

We may be involved in a variety of litigation, other claims, suits, regulatory actions or government investigations and inquiries and commercial or contractual disputes that, from time to time, are significant. In addition, from time to time, we may also be involved in legal proceedings and investigations arising in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with potential customers, former employees and suppliers, intellectual property matters, personal injury claims, environmental issues, tax matters, and employment matters. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect our reputation.

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customers, Company’s obligation to register shares for public offering, former employees and suppliers, intellectual property matters, personal injury claims, environmental issues, tax matters, and employment matters. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect our reputation.

We are subject to substantial regulation, and unfavorable changes to, or failure by us to comply with, these regulations could substantially harm our business and operating results.

The sale of electric vehicles, and motor vehicles in general, is subject to substantial regulation under international, federal, state and local laws, including export control laws and other international trade regulations, which are continuously evolving as technology develops and becomes more widely adopted. We anticipate that our high-capacity anode and high-energy solid-state battery technology also would be subject to these regulations, and we expect to incur significant costs in complying with these regulations.

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The U.S. government has made and continues to make significant changes in U.S. trade policy and has taken certain actions that could negatively impact U.S. trade, including imposing tariffs on certain goods imported into the United States, increasing scrutiny on foreign direct investment, and modifying export control laws applicable to certain technologies. In retaliation, other countries have implemented, and continue to evaluate, imposing additional trade controls on a wide range of American products and companies. The U.S. or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere with our ability to source and procure the raw materials we need for our research and development activities and, in the future, to sell products in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and its trading partners could result in a global economic slowdown and long-term changes to global trade. Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes could be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes.

To the extent the laws change, our products may not comply with applicable international, federal, state or local laws, which would have an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected.

Internationally, there may be laws in jurisdictions we have not yet entered or laws we are unaware of in jurisdictions we have entered that may restrict our sales or other business practices. The laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles that may interfere with our ability to commercialize our products could have a negative and material impact on our business, prospects, financial condition and results of operations.

Our technology and our website, systems, and data we maintain may be subject to intentional disruption, security breaches and other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales. We may be required to expend significant resources to continue to modify or enhance our protective measures to detect, investigate and remediate vulnerabilities to security breaches and incidents. Any actual or alleged failure to comply with applicable cybersecurity or data privacy legislation or regulation could have a material adverse effect on our business, reputation, results of operations or financial condition.

We expect to face significant challenges with respect to information security and maintaining the security and integrity of our systems and other systems used in our business, as well as with respect to the data stored on or processed by these systems. We also anticipate receiving and storing confidential business information of our partners and customers. Advances in technology, an increased level of sophistication and expertise of hackers, and new discoveries in the field of cryptography can result in a compromise or breach of the systems used in our business or of security measures used in our business to protect confidential information, personal information, and other data. We may be a target for attacks designed to disrupt our operations or to attempt to gain access to our systems or to data that we possess, including proprietary information that we obtain from our partners pursuant to our agreements with them. We also are at risk for interruptions, outages and breaches of our and our outsourced service providers’ operational systems and security systems, our integrated software and technology, and data that we or our third-party service providers process or possess. These may be caused by, among other causes, physical theft, viruses, or other malicious code, denial or degradation of service attacks, ransomware, social engineering schemes, and insider theft or misuse. The security risks we and our outsourced service providers face could also be elevated in connection with the Russian invasion of Ukraine, as we and our outsourced service providers are vulnerable to a heightened risk of cyberattacks from or affiliated with nation-state actors, including retaliatory attacks from Chinese or Russian actors against U.S.-based companies.

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~~disruption~~degradation ~~risks~~of ~~as us. Our ability to monitor our outsourced~~ service ~~providers’ security measures is limited~~attacks, ~~and~~ransomware, insocial ~~any~~engineering ~~event~~schemes, ~~third~~and ~~parties~~insider ~~may~~theft beor ~~able~~misuse. toThe ~~circumvent those~~ security ~~measures,~~risks ~~resulting~~we inand ~~the~~our ~~unauthorized~~outsourced ~~access~~service ~~to,~~providers ~~misuse,~~face ~~acquisition,~~could ~~disclosure,~~also ~~loss,~~be ~~alteration,~~elevated orin ~~destruction~~connection ofwith ~~personal,~~the ~~confidential,~~Russian orinvasion ~~other~~of ~~data~~Ukraine, ~~including~~as ~~data~~we ~~relating to individuals. Some of the systems used in our business will not be fully redundant,~~ and our ~~disaster~~outsourced ~~recovery~~service ~~planning~~providers ~~cannot~~are ~~account~~vulnerable ~~for~~to ~~all~~a ~~eventualities.~~heightened ~~Any~~risk ~~data~~of ~~security~~cyberattacks ~~incidents~~from or ~~other~~affiliated ~~disruptions~~with tonation-state ~~any~~actors, ~~data~~including ~~centers~~retaliatory orattacks ~~other~~from ~~systems~~Chinese ~~used~~or inRussian ~~our~~actors ~~business~~against ~~could~~U.S.-based ~~result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, prospects and results of operations~~companies.

The availability and effectiveness of our technology and our ability to conduct our business and operations depend on the continued operation of information technology and communications systems, some of which we have yet to develop or otherwise obtain the ability to use. Systems we currently use or may use in the future in conducting our business, including data centers and other information technology systems, will be vulnerable to damage or interruption. Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security breaches and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by employees, service providers, or others. We currently use, and may use in the future, outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system disruption risks as us. Our ability to monitor our outsourced service providers’ security measures is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of personal, confidential, or other data, including data relating to individuals. Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, prospects and results of operations.

Significant capital and other resources may be required in efforts to protect against information security breaches, security incidents, and system disruptions, or to alleviate problems caused by actual or suspected information security breaches and other data security incidents and system disruptions. The resources required may increase over time as the methods used by hackers and others engaged in online criminal activities and otherwise seeking to obtain unauthorized access to systems or data, and to disrupt systems, are increasingly sophisticated and constantly evolving. In particular, ransomware attacks have become more prevalent in the industrial sector, which could materially and adversely affect our ability to operate and may result in significant expense.

In addition, we may face increased compliance burdens regarding such requirements with regulators and customers regarding our battery products and also incur additional costs for oversight and monitoring of our supply chain. These additional compliance and logistical burdens are attenuated through our international partnerships. We also cannot be certain that these systems, networks, and other infrastructure or technology upon which we rely, including those of our third-party suppliers or service providers, will be effectively implemented, maintained or expanded as planned, or will be free from bugs, defects, errors, vulnerabilities, viruses, ransomware, or other malicious code. We may be required to expend significant resources to make corrections or to remediate issues that are identified or to find alternative sources.

Any failure or perceived failure by us or our service providers to prevent information security breaches or other security incidents or system disruptions, or any compromise of security that results in or is perceived or reported to result in unauthorized access to, or loss, theft, alteration, release or transfer of, our information, or any personal information, confidential information, or other data could result in loss or theft of proprietary or sensitive data and intellectual property, could harm our reputation and competitive position and could expose us to legal claims, regulatory investigations and proceedings, and fines, penalties, and other liability. Any such actual or perceived security breach, security incident or disruption could also divert the efforts of our technical and management personnel and could require us to incur significant costs and operational consequences in connection with investigating, remediating, eliminating and putting in place additional tools, devices, policies, and other measures designed to prevent actual or perceived security breaches and other incidents and system disruptions. Moreover, we could be required or otherwise find it appropriate to expend significant capital and other resources to respond to, notify third parties of, and otherwise address the incident or breach and its root cause, and most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data.

Further, we cannot assure that any limitations of liability provisions in our current or future contracts that may be applicable would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover claims related to a security breach or incident, or that the insurer will not deny coverage as to any future claim. The successful assertion of claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our reputation, financial condition, and results of operations.

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to ~~comply~~cover ~~with~~claims ~~laws,~~related ~~regulations, and other obligations relating~~ to ~~privacy~~a ~~and data~~ security inbreach ~~order to comply. Any failure~~ or ~~alleged~~incident, or ~~perceived~~that ~~failure~~the toinsurer ~~comply~~will ~~with~~not ~~any~~deny ~~applicable~~coverage ~~laws,~~as ~~regulations, or other obligations relating~~ to ~~privacy,~~any ~~data~~future ~~protection,~~claim. orThe ~~data~~successful ~~security~~assertion ~~could~~of ~~also~~claims ~~result~~against inus ~~regulatory~~that ~~investigations~~exceed ~~and~~available ~~proceedings~~insurance coverage, ~~and misuse of~~ or ~~failure~~the tooccurrence ~~secure~~of ~~data~~changes ~~relating to individuals could also result~~ in ~~claims~~our ~~and~~insurance ~~proceedings~~policies, ~~against~~including uspremium byincreases ~~governmental entities~~ or ~~others,~~the ~~penalties~~imposition ~~and~~of ~~other~~large ~~liability,~~deductible ~~and~~or ~~damage~~co-insurance ~~to our reputation and credibility~~requirements, ~~and~~ could have a ~~negative~~material ~~impact~~adverse effect on our business, including our reputation, financial condition, ~~prospects~~ and results of operations.

Additionally, laws, regulations, and other actual and potential obligations relating to privacy, data hosting and other processing of data, data protection, and data security are evolving rapidly, and we expect to potentially be subject to new laws and regulations, or new interpretations of laws and regulations, in the future in various jurisdictions. These laws, regulations, and other obligations, and changes in their interpretation, could require us to modify our operations and practices, restrict our activities, and increase our costs. Further, these laws, regulations, and other obligations are complex and evolving rapidly, and we cannot provide assurance that we will not be subject to claims, allegations, or other proceedings related to actual or alleged obligations relating to privacy, data protection, or data security. It is possible that these laws, regulations, and other obligations may be inconsistent with one another or be interpreted or asserted to be inconsistent with our business or practices. We anticipate needing to dedicate substantial resources to comply with laws, regulations, and other obligations relating to privacy and data security in order to comply. Any failure or alleged or perceived failure to comply with any applicable laws, regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a negative impact on our business, financial condition, prospects and results of operations.

We are subject to various existing and future environmental health and safety laws, which may result in increased compliance costs or additional operating costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that could adversely impact our financial results or operations.

Our company and our operations, as well as our contractors, suppliers, and customers, are subject to numerous federal, state, local and foreign environmental laws and regulations governing, among other things, the generation, storage, transportation, and disposal of hazardous substances and wastes. We are also subject to a variety of product stewardship and manufacturer responsibility laws and regulations, primarily relating to the collection, reuse and recycling of electronic waste, as well as regulations regarding the hazardous material contents of electronic product components and product packaging, and non-hazardous wastes. We or others in our supply chain may be required to obtain permits and comply with procedures that impose various restrictions and operations that could have adverse effects on our operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operations requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business. There are also significant capital, operating and other costs associated with compliance with these environmental laws and regulations.

Environmental and health and safety laws and regulations are subject to change and may become more stringent in the future, such as through new regulations enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, could cause additional expenditures, restrictions, and delays in connection with our operations as well as our other future projects, or may require us to manufacture with alternative technologies and materials.

Our manufacturing process creates regulated air emissions which are typically managed within established permit limits by available emissions control technology. Should permitted limits or other requirements change in the future, the company may be required to install additional, more costly control technology. If we were to violate any such permit or related permit conditions, we may incur significant fines and penalties.

We rely on third parties to ensure compliance with certain environmental laws, including those relating to the disposal of wastes. Any failure to properly handle or dispose of wastes, regardless of whether such failure is ours or our contractors, may result in liability under environmental laws, as well as liability for any impacts to human health or natural resources. The costs of liability with respect to contamination could have a material adverse effect on our business, financial condition, or results of operations. Additionally, we may not be able to secure contracts with third parties and contractors to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations.

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business, financial condition, or results of operations. Additionally, we may not be able to secure contracts with third parties and contractors to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations.

Our research and development activities expose our employees to potential occupational hazards such as, but not limited to, the presence of hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Employees may be exposed to toxic hydrogen sulfide as a result of the components we use being exposed to moisture. If released in an uncontrolled manner, this hydrogen sulfide can create hazardous working conditions. Consequences may include litigation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact our brand, finances, or ability to operate.

Some of our operations involve the manufacture and/or handling of a variety of explosive and flammable materials. We might experience incidents such as leaks and ruptures, explosions, fires, transportation accidents involving our chemical products, chemical spills and other discharges or releases of toxic or hazardous substances or gases and environmental hazards in the future or that these incidents will not result in production delays or otherwise have a material adverse effect on our business, financial condition or results of operations, for which we may not be adequately insured.

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We are or will be subject to anti-corruption and anti-bribery and anti-money laundering and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and possibly other anti-bribery and anti-corruption laws and anti-money laundering laws in various jurisdictions in which we conduct, or in the future may conduct, activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit us and our officers, directors, employees, business partners agents, representatives and third-party intermediaries from corruptly offering, promising, authorizing or providing, directly or indirectly anything of value to recipients in the public or private sector.

We may leverage third parties to sell our battery products and conduct our business abroad. We, our officers, directors, employees, business partners agents, representatives and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize such activities. We cannot assure you that all of our officers, directors, employees, business partners agents, representatives and third-party intermediaries will not take actions in violation of applicable law, for which we may be ultimately held responsible. As our international activities and sales expand, our risks under these laws may increase.

These laws also require companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls and compliance procedures designed to prevent any such actions. While we have certain policies and procedures to address compliance with such laws, we cannot assure you that none of our officers, directors, employees, business partners agents, representatives and third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could subject us to whistleblower complaints, adverse media coverage, investigations, settlements, prosecutions, enforcement actions, fines, damages, loss of export privileges, and severe administrative, civil and criminal sanctions, suspension or debarment from government contracts, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our reputation, business, financial condition, prospects and results of operations. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations.31

The U.S. government has and continues to make significant changes in U.S. trade policy and has taken certain actions that could negatively impact U.S. trade, including imposing tariffs on certain goods imported into the United States. In retaliation, China has implemented, and continues to evaluate imposing additional tariffs on a wide range of American products. There is also a concern that the imposition of additional tariffs by the United States could result in the adoption of tariffs by other countries as well, leading to a global trade war. More specifically, the U.S. government has from time to time imposed significant tariffs on certain product categories imported from China. Such tariffs, if expanded to other categories, could have a significant impact on our business, particularly the importation of parts of our batteries and certain production equipment that are manufactured in China. If we attempt to renegotiate prices with suppliers or diversify our supply chain in response to tariffs, such efforts may not yield immediate results or may be ineffective. We might also consider increasing prices to the end consumer; however, this could reduce the competitiveness of our products and adversely affect net sales. If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected. As of the date of this report, tariffs have not had a material impact on our business, but increased tariffs or trade restrictions implemented by the United States or other countries in connection with a global trade war could have a material adverse effect on our business, financial condition and results of operations. We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and China or other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. Any further deterioration in the relations between the United States

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Recent and ~~China~~potential ~~could~~tariffs ~~exacerbate~~imposed ~~these~~by ~~actions~~the ~~and~~U.S. government ~~other~~or ~~governmental~~a ~~intervention.~~global ~~For~~trade ~~example,~~war acould ~~future~~increase ~~event~~the ~~that~~cost ~~created~~of ~~additional~~our ~~U.S.-China~~products, ~~tensions~~which could ~~potentially~~have ~~increase~~a ~~the~~material ~~risks~~adverse ~~associated~~effect ~~with~~on ~~the~~our business, financial condition and ~~operations~~results of Uoperations.~~S.-based technology companies in China.~~

The U.S. or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere with our ability to sell products in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and its trading partners, especially China, could result in a global economic slowdown and long-term changes to global trade, including retaliatory trade restrictions that restrict our ability to operate in China. Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes would be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes.

General Risk Factors

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect Solidion’s business, investments and results of operations.

Solidion will be subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, Solidion will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Solidion’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on Solidion’s business and results of operations.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following March 15, 2027, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of Solidion’s common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of Solidion’s common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. 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. We have elected to avail ourselves 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, we, 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 our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find Solidion’s common stock less attractive because we rely on these exemptions. If some investors find Solidion’s common stock less attractive as a result, there may be a less active trading market for Solidion’s common stock and our stock price may be more volatile.

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USE OF PROCEEDS

We ~~will~~estimate ~~not~~that ~~receive~~the ~~any~~net ~~cash~~ proceeds from the ~~possible~~sale ~~resale~~of ~~from~~shares ~~time~~of tocommon ~~time~~stock ofand ~~some~~pre-funded orwarrants ~~all~~in ofthis ~~such~~offering ~~shares~~will ofbe ~~our~~approximately ~~common~~$11.3 ~~stock~~million by(or approximately $13.1 million if the ~~selling~~underwriters’ ~~securityholders~~option ~~named~~to inpurchase ~~this~~additional ~~prospectus.~~shares ~~The~~is ~~proceeds~~exercised ~~from~~in ~~the~~full), assuming a public offering ~~are~~price ~~solely~~of ~~for~~$6.30 ~~the~~per ~~account~~share ofor ~~the~~pre-funded ~~selling~~warrant, ~~securityholders.~~the ~~Upon~~last ~~any~~reported ~~exercise~~sale price of ~~the~~our ~~Warrants~~common ~~for~~stock ~~cash,~~on the ~~applicable~~Nasdaq ~~selling~~Capital ~~securityholder~~Market ~~would~~on ~~pay~~February us11, ~~the~~2026, ~~exercise~~after ~~price~~deducting ~~set~~estimated ~~forth~~underwriting indiscounts ~~the~~and ~~applicable~~commissions ~~Warrant~~and estimated offering expenses payable by us.

We ~~will~~anticipate ~~pay~~that ~~all~~we ~~expenses~~will ~~incident~~use to the ~~registration~~net proceeds of ~~the~~this ~~shares~~offering ofto ~~our~~for ~~Common~~general ~~Stock~~corporate ~~offered~~purposes, ~~herein~~including working capital.

Each $1.00 increase or decrease in the assumed public offering price of $6.30 per share would increase or decrease, as applicable, our net proceeds by approximately $1.9 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and our estimated offering expenses. Each 100,000 increase or decrease in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease, as applicable, our net proceeds by approximately $0.6 million, assuming that the assumed public offering price of $6.30 per share remains the same and after deducting the estimated underwriting discounts and our estimated offering expenses. The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of shares that we offer in this offering, and other terms of this offering determined at pricing.

We will pay all expenses incident to the registration of the shares of our common stock offered herein. The expected use of the net proceeds from the offering represents our intentions based upon our current plans and business conditions. The amounts we actually expend in these areas, and the timing thereof, may vary significantly from our current intentions and will depend on a number of factors, including cash generated from future operations and actual expenses to operate our business.

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~~PLAN OF DISTRIBUTION~~CAPITALIZATION

The ~~selling~~following ~~securityholders,~~table ~~which~~sets asforth ~~used~~our ~~herein~~consolidated ~~includes~~cash ~~donees,~~and ~~pledgees,~~cash ~~transferees~~equivalents orand ~~other~~our ~~successors-in-interest~~consolidated ~~selling~~capitalization ~~shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling securityholder~~ as ~~a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose~~ of ~~any or all of their shares of common stock or interests in shares of common stock on any stock exchange~~September 30, ~~market~~2025 ~~or trading facility~~ on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.:

~~The~~• an ~~selling~~actual ~~securityholders~~basis; ~~may use any one or more of the following methods when disposing of shares or interests therein:~~and

• ~~ordinary~~an ~~brokerage~~as adjusted basis giving additional effect to (i) the transactions set forth under “Prospectus Summary — Recent Developments,” including the Conversion, and ~~transactions~~(ii) the issuance and sale of 2,000,000 of shares of our common stock in this offering (assuming no exercise of the underwriter’s option) at an assumed public offering price of $6.30 per share, the last reported sale price of our common stock on the Nasdaq Capital Market as of February 11, 2026, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The final public offering price will be determined through negotiation between us and the underwriter based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results and the ~~broker-dealer~~general ~~solicits~~condition ~~purchasers;~~of the securities markets at the time of this offering and may be at a discount to the current market price.

~~• block~~The ~~trades~~information in ~~which~~this table is illustrative only and our capitalization following the ~~broker-dealer~~completion of this offering will ~~attempt~~be toadjusted ~~sell~~based on the ~~shares~~actual aspublic ~~agent,~~offering ~~but~~price ~~may~~and ~~position~~other ~~and~~terms ~~resell~~of athis ~~portion~~offering ofdetermined ~~the~~at ~~block~~pricing. asYou ~~principal~~should toread ~~facilitate~~this table in conjunction with the ~~transaction;~~entire prospectus.

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	As of September 30, 2025
	Actual			As Adjusted(1)
	(unaudited)
Cash and cash equivalents	$	160,506		$	11,088,506

Debt:
Derivative liabilities		15,308,400			15,308,400
Short-term notes payable		1,905,067			1,905,067
Total outstanding indebtedness	$	17,213,467		$	17,213,467
Equity:
Common stock, $0.0001 par value, 300,000,000 shares authorized, 2,874,326 issued and outstanding		288			488
Additional paid-in capital		95,564,836			106,492,348
Stock subscription receivable		(80,241	)		(80,241	)
Accumulated deficit		(112,891,883	)		(112,891,883	)
Total equity (deficit)	$	(17,407,000	)	$	(6,479,288	)
Total capitalization	$	(193,533	)	$	10,734,179

~~• an exchange distribution in accordance with the rules of the applicable exchange;~~____________

~~• privately~~(1) Each ~~negotiated~~$1.00 ~~transactions;~~increase or decrease in the assumed public offering price of $6.30 per share would increase or decrease, as applicable, our cash and cash equivalents, additional paid-in capital, total equity and total capitalization by approximately $1.9 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and our estimated offering expenses. Each 100,000 increase or decrease in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease, as applicable, our cash and cash equivalents, additional paid-in capital, total equity and total capitalization by approximately $0.6 million, assuming that the assumed public offering price of $6.30 per share remains the same and after deducting the estimated underwriting discounts and our estimated offering expenses. The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of shares that we offer in this offering, and other terms of this offering determined at pricing.

~~• short~~The ~~sales;~~number of shares of our common stock to be outstanding after this offering set forth above is based on 4,874,326 shares of our common stock outstanding as of September 30, 2025.

~~• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;~~35

• broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

• a combination of any such methods of sale; and

• any other method permitted by applicable law.

The selling securityholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by the selling securityholders and, if the selling securityholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the selling securityholders list to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus. The selling securityholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees, donees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling securityholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling securityholders from the sale of the common stock offered by the selling securityholders will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling securityholders reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

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The selling securityholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that the selling securityholders meet the criteria and conform to the requirements of that rule.DILUTION

ToIf ~~the~~you ~~extent~~invest ~~required,~~in ~~the~~our ~~shares~~securities ofin ~~our~~this ~~common~~offering, ~~stock~~your tointerest will be ~~sold,~~diluted to the ~~names~~extent of the ~~selling~~difference ~~securityholders,~~between the ~~respective purchase prices and~~ public offering ~~prices,~~price ~~the~~per ~~names~~share of ~~any~~common ~~agents~~stock ~~or dealers,~~ and ~~any~~the ~~applicable~~pro ~~commissions~~forma oras ~~discounts~~adjusted ~~with~~net ~~respect~~tangible tobook avalue ~~particular~~per ~~offer~~share ~~will~~of becommon ~~set~~stock ~~forth~~immediately inafter ~~an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes~~ this ~~prospectus~~offering.

InOur ~~order~~net totangible ~~comply~~book ~~with~~value is the ~~securities~~amount ~~laws~~ of ~~some~~our ~~states,~~total iftangible ~~applicable,~~assets ~~the~~less ~~common~~our ~~stock~~total ~~may~~liabilities. beWe ~~sold~~had ina ~~these~~net ~~jurisdictions~~tangible ~~only~~book ~~through~~(deficit) ~~registered~~as orof ~~licensed~~September 30, ~~brokers~~2025 orof ~~dealers. In addition~~$(19,411,770), inor ~~some~~$(2.51) ~~states~~share ~~the~~of common stock ~~may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with~~.

WePro ~~have~~forma ~~advised~~as ~~the~~adjusted ~~selling~~net ~~securityholders~~tangible ~~that~~book ~~the~~value ~~anti-manipulation~~is ~~rules~~our ofpro ~~Regulation M~~forma ~~under~~net ~~the~~tangible ~~Securities~~book ~~Exchange Act of 1934~~value, asplus ~~amended,~~the ~~may~~effect ~~apply~~of tothe ~~sales~~sale of ~~shares~~our securities in this offering at the ~~market~~assumed ~~and~~public tooffering ~~the~~price ~~activities~~of $6.30 per share of common stock and after deducting the ~~selling~~underwriting ~~securityholders~~discounts and ~~their~~commissions ~~affiliates.~~and Inother ~~addition,~~estimated tooffering ~~the~~expenses ~~extent~~payable ~~applicable,~~by weus ~~will~~(assuming ~~make~~no ~~copies~~exercise of ~~this~~the ~~prospectus~~underwriter’s option). Our pro forma as adjusted net tangible book (deficit) as itof ~~may~~September 30, be2025 ~~supplemented~~would orhave ~~amended~~been ~~from~~approximately ~~time~~$(8,088,770), toor ~~time~~$(0.83) ~~available~~per toshare. ~~the~~This ~~selling~~amount ~~securityholders~~represents ~~for~~an ~~the~~immediate ~~purpose~~increase in pro forma as adjusted net tangible book value of ~~satisfying~~approximately ~~the~~$1.68 ~~prospectus~~per ~~delivery~~share ~~requirements~~to our existing stockholders, and an immediate dilution of $7.13 per share to new investors participating in this offering. Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the ~~Securities~~assumed ~~Act~~public offering price per share paid by new investors. The ~~selling~~final ~~securityholders~~public ~~may~~offering ~~indemnify~~price ~~any~~will ~~broker-dealer~~be ~~that~~determined ~~participates~~through innegotiation ~~transactions~~between ~~involving~~us and the ~~sale~~underwriters ofin the ~~shares~~offering ~~against~~and ~~certain~~may ~~liabilities~~be at a discount to the current market price. Therefore, ~~including~~the ~~liabilities~~assumed ~~arising~~public ~~under~~offering price used throughout this prospectus may not be indicative of the ~~Securities~~final ~~Act~~public offering price.

WeThe ~~have~~following ~~agreed~~table toillustrates ~~indemnify~~this ~~the~~per ~~selling~~share ~~securityholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.~~dilution:

We have agreed with the selling securityholders to use reasonable best efforts to cause the registration statement of which this prospectus constitutes a part to become effective and to remain continuously effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with such registration statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.

Assumed public offering price per share	$	6.30
Net tangible book value per share as of September 30, 2025		(2.51	)
Increase in pro forma as adjusted net tangible book value per share after this offering		1.68
Pro forma as adjusted net tangible book value per share after giving effect to this offering		(0.83	)
Dilution in pro forma as adjusted net tangible book value per share to new investors		7.13

32Each $1.00 increase (decrease) in the assumed public offering price of $6.30 per share would increase (decrease) the pro forma as adjusted net tangible book value per share by $1,860,000, and the dilution per share to new investors in this offering by $(0.64), assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Each increase of 100,000 in the number of shares of common stock sold in this offering would increase (decrease) our pro forma as adjusted net tangible book value by approximately $585,900 and the dilution per share to new investors in this offering by $0.06, assuming that the public offering price per share remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The above discussion and table are based on 9,745,683 shares outstanding on a pro forma basis as of February 11, 2026 and assume exercise of any pre-funded warrants offered hereby.

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DESCRIPTION OF ~~SECURITIES~~CAPITAL STOCK

The following summary of the material terms of the capital stock of Solidion is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Charter, our Bylaws and the warrant-related documents described herein, each of which are incorporated by reference as an exhibit to the registration statement of which this prospectus is a part, and certain provisions of Delaware law. We urge you to read each of our Charter, our Bylaws and the warrant-related documents described herein in their entirety for a complete description of the rights and preferences of our securities. Unless the context requires otherwise, all references to “we”, “us,” “our,” the “Company” and “Solidion” in this section refer solely to Solidion and not to our subsidiaries.

Authorized and Outstanding Stock

Our Charter authorizes the issuance of an aggregate of 302,000,000 shares of capital stock, consisting of 300,000,000 shares of ~~Common~~common ~~Stock~~stock, par value $0.~~001~~0001 per share, and 2,000,000 shares of preferred stock, par value $0.~~001~~0001 per share. As of ~~September~~February 2611, ~~2024~~2026, we had ~~117~~7,~~340~~745,~~913~~ 683 shares of ~~Common~~common ~~Stock~~stock and no shares of preferred stock issued and outstanding.

The shares of ~~Common~~common ~~Stock~~stock are duly authorized, validly issued, fully paid and non-assessable. Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Unless our Board determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

Holders of our ~~Common~~common ~~Stock~~stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of ~~Common~~common ~~Stock~~stock do not have cumulative voting rights in the election of directors. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our ~~Common~~common ~~Stock~~stock will be entitled to receive pro rata our remaining assets available for distribution.

No shares of ~~Common~~common ~~Stock~~stock are subject to redemption or have pre-emptive rights to purchase additional shares of capital stock. Holders of ~~Common~~common ~~Stock~~stock do not have subscription, redemption or conversion rights. Our ~~Common~~common ~~Stock~~stock is subject to further calls or assessment by the Company. There are no sinking fund provisions applicable to our ~~Common~~common ~~Stock~~stock. The rights, powers, preferences and privileges of holders of ~~Common~~common ~~Stock~~stock are subject to those of the holders of any shares of the Company’s preferred stock the Company may authorize and issue in the future.

When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting will be decided by a majority vote of the holders of shares of capital stock present or represented at the meeting and voting affirmatively or negatively on such matter. At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast will be sufficient to elect such directors.

Preferred Stock

Our Charter authorizes our Board to establish one or more series of preferred stock. Unless required by law or by Nasdaq, the authorized shares of preferred stock will be available for issuance without further action by you. Our Board is authorized to fix from time to time before issuance the number of preferred shares to be included in any such series and the designation, powers, preferences and relative participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof. The authority of our Board with respect to each such series will include, without limiting the generality of the foregoing, the determination of any or all of the following:

• the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

• the voting powers, if any, and whether such voting powers are full or limited in such series;

• the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;

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• whether dividends, if any, will be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;

• the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of our assets;

• the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Company or any other corporation or other entity, and the rates or other determinants of conversion or exchange applicable thereto;

• the right, if any, to subscribe for or to purchase any securities of the Company or any other corporation or other entity;

• the provisions, if any, of a sinking fund applicable to such series; and

• any other relative, participating, optional, or other special powers, preferences or rights and qualifications, limitations, or restrictions thereof;

all as may be determined from time to time by our Board and stated or expressed in the resolution or resolutions providing for the issuance of such preferred stock (collectively, a “Preferred Stock Designation”).

We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of our ~~Common~~common ~~Stock~~stock might believe to be in their best interests or in which the holders of ~~Common~~common ~~Stock~~stock might receive a premium for their shares of ~~Common~~common ~~Stock~~stock over its market price. Additionally, the issuance of preferred stock may adversely affect the rights of holders of our ~~Common~~common ~~Stock~~stock by restricting dividends on the ~~Common~~common ~~Stock~~stock, diluting the voting power of our ~~Common~~common ~~Stock~~stock or subordinating the liquidation rights of ~~Common~~common ~~Stock~~stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our ~~Common~~common ~~Stock~~stock. We have no current plans to issue any series of preferred stock.

Reverse 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. This transaction resulted in a reclassification of $13,311 from common stock to additional paid-in capital. The reverse stock split did not change the total number of authorized shares or the par value of the common stock. The Company will pay cash to shareholders in lieu of issuing fractional shares.

Public Warrants

The warrants issued in connection with our IPO (the “public warrants”) entitle the holder of each public warrant to purchase one share of ~~Common~~common ~~Stock~~stock at a price of $11575.5000 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of ~~Common~~common ~~Stock~~stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.

The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any shares of ~~Common~~common ~~Stock~~stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of ~~Common~~common ~~Stock~~stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of ~~Common~~common ~~Stock~~stock upon exercise of a warrant unless ~~Common~~common ~~Stock~~stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Common Stock underlying such unit.

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~~relating to those shares of Common Stock until the warrants expire or are redeemed, as specified in the~~ warrant ~~agreement.~~and Ifsuch ~~a registration statement covering the shares of Common Stock issuable upon exercise of the warrants is not effective by the 90th day after the closing of our initial business combination,~~ warrant ~~holders~~ may, ~~until~~have ~~such~~no ~~time~~value ~~as there is an effective registration statement~~ and ~~during~~expire ~~any~~worthless. ~~period~~In ~~when~~no weevent will ~~have~~we ~~failed~~be required to ~~maintain~~net ancash ~~effective~~settle ~~registration~~any ~~statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption~~warrant. ~~Notwithstanding~~In the ~~foregoing,~~event ifthat a registration statement ~~covering the Common Stock issuable upon exercise of the warrants~~ is not effective ~~within~~for athe ~~specified~~exercised ~~period~~warrants, ~~following~~ the ~~consummation~~purchaser of ~~our~~a ~~initial~~unit ~~business~~containing ~~combination,~~such warrant ~~holders~~will ~~may, until such time as there is an effective registration statement and during any period when we shall~~ have ~~failed~~paid tothe ~~maintain~~full anpurchase ~~effective~~price ~~registration~~for ~~statement, exercise warrants on a cashless basis pursuant to~~ the ~~exemption~~unit ~~provided~~solely byfor ~~Section 3(a)(9) of~~ the ~~Securities~~share ~~Act~~ of ~~1933,~~ ascommon ~~amended,~~stock orunderlying ~~the Securities Act, provided that~~ such ~~exemption is available~~unit. ~~If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.~~

However, we have agreed that as soon as practicable after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 90th day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, we may call the warrants for redemption:

• in whole and not in part;

• at a price of $0.0150 per warrant;

• upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and

• if, and only if, the reported last sale price of the ~~Common~~common ~~Stock~~stock equals or exceeds $18900.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders.

If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of ~~Common~~common ~~Stock~~stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of ~~Common~~common ~~Stock~~stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in the IPO.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the ~~Common~~common ~~Stock~~stock may fall below the $18900.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11575.5000 warrant exercise price after the redemption notice is issued.

If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of ~~Common~~common ~~Stock~~stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of ~~Common~~common ~~Stock~~stock equal to the quotient obtained by dividing (x) the product of the number of shares of ~~Common~~common ~~Stock~~stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the ~~Common~~common ~~Stock~~stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their

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the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of ~~Common~~common ~~Stock~~stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of ~~Common~~common ~~Stock~~stock is increased by a stock dividend payable in shares of ~~Common~~common ~~Stock~~stock, or by a split-up of shares of ~~Common~~common ~~Stock~~stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of ~~Common~~common ~~Stock~~stock issuable on exercise of each whole warrant will be increased in proportion to such increase in the outstanding shares of ~~Common~~common ~~Stock~~stock. A rights offering to holders of ~~Common~~common ~~Stock~~stock entitling holders to purchase shares of ~~Common~~common ~~Stock~~stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of ~~Common~~common ~~Stock~~stock equal to the product of (i) the number of shares of ~~Common~~common ~~Stock~~stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for ~~Common~~common ~~Stock~~stock) and (ii) one (1) minus the quotient of (x) the price per share of ~~Common~~common ~~Stock~~stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for ~~Common~~common ~~Stock~~stock, in determining the price payable for ~~Common~~common ~~Stock~~stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of ~~Common~~common ~~Stock~~stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of ~~Common~~common ~~Stock~~stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of ~~Common~~common ~~Stock~~stock on account of such shares of ~~Common~~common ~~Stock~~stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of ~~Common~~common ~~Stock~~stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of ~~Common~~common ~~Stock~~stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our ~~Common~~common ~~Stock~~stock if we do not complete our initial business combination within 12 months (or up to 18 months if our time to complete a business combination is extended as described herein) from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of ~~Common~~common ~~Stock~~stock in respect of such event.

If the number of outstanding shares of our ~~Common~~common ~~Stock~~stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of ~~Common~~common ~~Stock~~stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of ~~Common~~common ~~Stock~~stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of ~~Common~~common ~~Stock~~stock.

Whenever the number of shares of Common Stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Common Stock so purchasable immediately thereafter.40

In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than those described above or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety

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orWhenever ~~substantially~~the asnumber anof ~~entirety~~shares inof ~~connection~~common ~~with~~stock ~~which~~purchasable weupon ~~are dissolved,~~ the ~~holders~~exercise of the warrants ~~will~~is ~~thereafter~~adjusted, ~~have~~as ~~the~~described ~~right to purchase and receive~~above, ~~upon~~ the ~~basis~~warrant ~~and~~exercise ~~upon~~price ~~the~~will ~~terms~~be ~~and~~adjusted ~~conditions~~by ~~specified~~multiplying in the ~~warrants~~warrant ~~and~~exercise inprice ~~lieu~~immediately ofprior ~~the~~to ~~shares~~such ofadjustment ~~our~~by ~~Common~~a ~~Stock~~fraction ~~immediately theretofore purchasable and receivable upon~~ (x) the ~~exercise~~numerator of ~~the~~which ~~rights~~will ~~represented~~be ~~thereby,~~ the ~~kind~~number ~~and amount~~ of shares of common stock orpurchasable ~~other securities or property (including cash) receivable~~ upon ~~such~~the ~~reclassification,~~exercise ~~reorganization,~~of ~~merger~~the orwarrants ~~consolidation,~~immediately orprior ~~upon~~to ~~a dissolution following any~~ such ~~sale or transfer~~adjustment, ~~that~~and (y) the ~~holder~~denominator of ~~the~~which ~~warrants~~will ~~would~~be ~~have~~the ~~received~~number ifof ~~such~~shares ~~holder~~of ~~had~~common ~~exercised~~stock ~~their~~so ~~warrants~~purchasable immediately ~~prior to such event~~thereafter.

~~However,~~In ifcase ~~less than 70%~~ of ~~the~~any ~~consideration~~reclassification ~~receivable~~or byreorganization ~~the holders~~ of ~~Common~~the ~~Stock~~outstanding inshares ~~such~~of acommon ~~transaction~~stock is(other ~~payable~~than inthose ~~the~~described ~~form~~above ofor ~~Common~~that ~~Stock~~solely inaffects the ~~successor~~par ~~entity~~value ~~that~~of issuch ~~listed~~shares ~~for~~of ~~trading~~common onstock), aor ~~national~~in ~~securities~~the ~~exchange~~case orof isany ~~quoted~~merger inor anconsolidation ~~established~~of ~~over-the-counter~~us ~~market,~~with or isinto toanother becorporation so(other ~~listed~~than ~~for~~a ~~trading~~consolidation or ~~quoted~~merger ~~immediately~~in ~~following~~which ~~such~~we ~~event,~~are ~~and~~the ifcontinuing ~~the~~corporation ~~registered~~and ~~holder~~that ofdoes ~~the~~not ~~warrant~~result ~~properly~~in ~~exercises~~any ~~the~~reclassification ~~warrant~~or ~~within~~reorganization ~~thirty days~~of ~~following~~our ~~public~~outstanding ~~disclosure~~shares of ~~such~~common ~~transaction~~stock), ~~the~~or ~~warrant~~in ~~exercise~~the ~~price~~case ~~will~~of beany ~~reduced~~sale asor ~~specified~~conveyance into ~~the~~another ~~warrant~~corporation ~~agreement~~or ~~based~~entity onof the ~~Black-Scholes~~assets ~~value~~or ~~(as~~other ~~defined~~property inof ~~the~~us ~~warrant~~as ~~agreement)~~an ofentirety ~~the~~or ~~warrant.~~substantially ~~The~~as ~~purpose~~an ofentirety ~~such~~in ~~exercise~~connection ~~price~~with ~~reduction~~which iswe toare ~~provide~~dissolved, ~~additional~~the ~~value to~~ holders of the warrants ~~when~~will anthereafter ~~extraordinary~~have ~~transaction~~the ~~occurs~~right ~~during~~to ~~the~~purchase ~~exercise~~and ~~period~~receive, ofupon the ~~warrants~~basis ~~pursuant~~and toupon ~~which~~ the ~~holders~~terms ofand conditions specified in the warrants ~~otherwise~~and doin ~~not~~lieu ~~receive~~of the ~~full~~shares ~~potential value~~ of ~~the~~our ~~warrants~~common instock ~~order~~immediately totheretofore ~~determine~~purchasable and ~~realize~~receivable upon the ~~option~~exercise ~~value component~~ of the ~~warrant.~~rights ~~This~~represented ~~formula~~thereby, ~~is to compensate~~ the ~~warrant~~kind ~~holder~~and ~~for~~amount ~~the~~of ~~loss~~shares of ~~the~~stock ~~option~~or ~~value~~other ~~portion~~securities ofor ~~the~~property ~~warrant~~(including ~~due~~cash) toreceivable ~~the~~upon ~~requirement~~such ~~that~~reclassification, ~~the~~reorganization, ~~warrant~~merger ~~holder~~or ~~exercise~~consolidation, ~~the~~or ~~warrant~~upon ~~within~~a ~~30 days~~dissolution offollowing ~~the~~any ~~event.~~such ~~The~~sale ~~Black-Scholes~~or ~~model~~transfer, isthat anthe ~~accepted~~holder ~~pricing~~of ~~model~~the ~~for~~warrants ~~estimating~~would ~~fair~~have ~~market~~received ~~value~~if ~~where~~such noholder ~~quoted~~had ~~market~~exercised ~~price~~their ~~for~~warrants animmediately ~~instrument~~prior isto ~~available~~such event.

However, if less than 70% of the consideration receivable by the holders of common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.

The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which we filed as an exhibit to the registration statement of which this prospectus forms a part, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.

In addition, if (x) we issue additional shares of ~~Common~~common ~~Stock~~stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9460.2000 per share of ~~Common~~common ~~Stock~~stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9460.2000 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18900.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Common Stock and any voting rights until they exercise their warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the warrant holder.41

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~~which~~rights ~~jurisdiction~~or ~~will~~privileges beof ~~the~~holders ~~exclusive~~of ~~forum~~common ~~for~~stock and any ~~such~~voting ~~action,~~rights ~~proceeding~~until orthey ~~claim.~~exercise ~~This~~their ~~provision~~warrants ~~applies~~and toreceive ~~claims~~shares ~~under~~of common stock. After the ~~Securities~~issuance ~~Act~~of ~~but~~shares ~~does~~of ~~not~~common ~~apply~~stock toupon ~~claims~~exercise ~~under~~of the ~~Exchange Act~~warrants, oreach ~~any~~holder ~~claim~~will ~~for~~be ~~which~~entitled ~~the~~to ~~federal~~one ~~district~~(1) vote ~~courts~~for ofeach ~~the~~share ~~United States~~held of ~~America~~record ~~are~~on ~~the~~all ~~sole~~matters ~~and~~to ~~exclusive~~be ~~forum~~voted on by stockholders.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Private Warrants

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 (including the ~~Common~~common ~~Stock~~stock issuable upon exercise of the private warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination (except to our officers and directors and other persons or entities affiliated with the holders of the private warrants). They will also 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 IPO.

If holders of the private warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of ~~Common~~common ~~Stock~~stock equal to the quotient obtained by dividing (x) the product of the number of shares of ~~Common~~common ~~Stock~~stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the ~~Common~~common ~~Stock~~stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we 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 our securities in the open market will be significantly limited. We have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our 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~~common ~~Stock~~stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

In addition, holders of our private warrants are entitled to certain registration rights.

The holders of the private warrants have agreed not to transfer, assign or sell any of the private warrants (including the ~~Common~~common ~~Stock~~stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except to our officers and directors and other persons or entities affiliated with the holders of the private warrants.

Dividends

The DGCL permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus”, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by our Board. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equals the fair value of the total assets minus total liabilities.

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The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Declaration and payment of any dividend will be subject to the discretion of our Board. The time and amount of dividends will be dependent upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs and restrictions in our debt instruments, industry trends, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors our Board may consider relevant.

38Subject to the rights of the holders of any series of preferred stock, holders of our common stock will be entitled to receive such dividends and distributions and other distributions in cash, stock or property of the Company when, as and if declared thereon by our Board from time to time out of our assets or funds legally available therefor.

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Subject to the rights of the holders of any series of preferred stock, holders of our Common Stock will be entitled to receive such dividends and distributions and other distributions in cash, stock or property of the Company when, as and if declared thereon by our Board from time to time out of our assets or funds legally available therefor.

Annual Stockholder Meetings

Our Bylaws provide that annual stockholder meeting will be held wholly or partially by means of remote communication or at such place, within or without the State of Delaware, on such date and at such time as may be determined by our Board and as will be designated in the notice of the annual meeting.

Certain Anti-Takeover Provisions of our Charter and our Bylaws

Our Charter and Bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. These provisions, which are summarized below, discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board, which may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give the Board the power to discourage acquisitions that some stockholders may favor.

Authorized but Unissued Shares

Our authorized but unissued shares of common and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. However, the listing requirements of the Nasdaq, which apply if and so long as our common stock remains listed on the Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. Additional shares that may be used in the future may be issued for a variety of corporate purposes, including future public offerings, to raise additional capital, or to facilitate acquisitions. The existence of authorized but unissued and unreserved common stock and preferred stock could render it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Special Meetings of Stockholders

Our Bylaws provide that special meetings of our stockholders may be called only by a majority vote of our Board.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our Bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our Bylaws also specify certain requirements as to the form and content of a stockholders meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

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Amendment of Charter or Bylaws

The amendment, alteration or repeal of the provisions of the Charter governing limitation of director liability, indemnification and advancement of expenses or the adoption of any provision or bylaw inconsistent with those provisions may only be effected by the affirmative vote of the stockholders holding at least sixty five percent (65%) of the voting power of our outstanding shares entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose. The affirmative vote of the stockholders holding at least 65% of the voting power of all outstanding shares of our capital stock is required for any amendment of the indemnification provisions in the Bylaws or adoption of a provision inconsistent with them.

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Exclusive Forum

Under our charter, unless we consent in writing to the selection of an alternative forum, subject to certain limitations, the sole and exclusive forum will be the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) for:

• any derivative action or proceeding brought on our behalf;

• any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;

• any action asserting a claim against us arising pursuant to any provision of the DGCL, our charter or our Bylaws (as either may be amended, restated, modified, supplemented or waived from time to time);

• any action to interpret, apply, enforce or determine the validity of our charter or our Bylaws; and

• any action asserting a claim against us governed by the internal affairs doctrine.

For the avoidance of doubt, the foregoing provisions of our charter will not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act. These provisions of our charter could limit the ability of our stockholders to obtain a favorable judicial forum for certain disputes with us or with our current or former directors, officers or other employees, which may discourage such lawsuits against us and our current or former directors, officers and employees. Alternatively, if a court were to find these provisions of our charter inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

Delaware Anti-Takeover Statute

We are subject to the provisions of Section 203 of the Delaware General Corporation Law (sometimes referred to as Section 203) regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under specified circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

• prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares of voting stock outstanding (but not the outstanding voting stock owned by the stockholder)(1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting securities. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors do not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of our common stock held by stockholders.44

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The provisions of Delaware law, our certificate of incorporation and our Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any distribution of, the trust account, and waives any and all rights to seek any recourse, reimbursement, payment or satisfaction for any claim against the trust account. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against Nubia and Nubia’s assets outside the trust account and not against the any monies in the trust account or interest earned thereon.

Listing

Our common stock is listed on the Nasdaq ~~Global~~Capital Market under the symbol “STI.”

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BUSINESS

Overview

We hold a total of over 520 patents (355 in the United States and 165+ foreign patents) for next-gen batteries. KnowMade has acknowledged us as one of the two U.S.-based leaders in solid-state electrolytes, as well as ranked us as the top company in the United States and top battery startup in the world in silicon anode technology. Additionally, Lexis/Nexis has recognized us as a Global Top 100 Innovator.

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Industry Background

Vehicle electrification provides once-in-a-century market opportunity, with an over $300 billion EV battery market by 2030. Transportation electrification has triggered a new run of battery sourcing competition, with potentially up to approximately 5,300 GWh lithium battery demand by 2030, a 500%+ increase from 2020, and a predicted supply shortfall of approximately 3,700 GWh (Fig. 1). In addition, battery-grade graphite demand is expected to grow by a factor of 10x from 2019 to 2030. Graphite anode in batteries is expected to grow from 170,000 MT in 2018 to 2.23 million MT in 2028.

Fig. 1 Global lithium-ion battery demand forecast

The battery technologies developed by Solidion are aimed at addressing today’s EV battery challenges: the need for increased energy density, fire safety, fast charging and lower cost.

Today’s EV batteries are largely based on the lithium-ion cells wherein each cell is typically composed of an anode (negative electrode), a cathode (positive electrode), a separator that electrically isolates the two electrodes, and a liquid electrolyte that permeates into both electrodes and provides a medium through which lithium ions can travel back and forth between the anode and the cathode. These essential components are encased in a protective housing, allowing two terminals to protrude out of the housing for connecting to an external circuit.

The incumbent anode material is graphite that stores lithium ions to a theoretical specific capacity of 372 mAh/g (practically 340-360 mAh/g). A lithium-ion cell, having a graphite anode and a lithium nickel cobalt manganese oxide cathode (NCM, 175-200 mAh/g), provides a specific energy of typically 220-250 watt-hours per kilogram (“Wh/kg”). By replacing graphite with silicon (Si), having a theoretical specific capacity of 3,580-4,000 mAh/g, one can obtain a cell having an energy density of 350-400 Wh/kg.

Large shortfall in global graphite anode material supply. Anticipated shortfalls, relying on data from Benchmark Mineral Intelligence and estimations from peers, in graphite anode material supply are approximately 400kt and 300kt in 2025 and 2030, respectively, within North America. Mining of natural graphite and production of artificial graphite from petroleum or coal sources are generally viewed as not environmentally benign, and sustainable sources of graphite are preferable. Market forecasters predict graphite demand from battery makers will grow by 23% – 27% each year through 2028 and that planned capacity and projects in development will not be able to meet forecasted demand as soon as 2025. New markets for EV and flame-retardant building materials (“FRBM”) are driving the demand forecast above existing and new sources of supply of graphite.

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None of the top 10 graphite suppliers is located in North America. All of the top 10 global graphite anode material suppliers are based in Asia. Significant graphite manufacturing capacity is needed in North America to fill the gap between North American supply and demand. We are well positioned to be a leading supplier of various anode materials in North America and other regions. Solidion management team has worked in the field of carbon and graphite materials for over 30 years, and the first to convert graphite to graphene. The team began to work on the development of advanced graphite-, silicon oxide-, and silicon-based anode active materials for lithium-ion cells, and protected lithium metal-based anodes in 2007 and it believes it has established the best IP portfolio in this space. The Supply and License Agreement allows Solidion to manufacture graphene and graphite products for use in our battery-related products and prohibits resale of the manufactured graphene and graphite products other than after modification to create electrode materials.

Current solid-state lithium metal batteries are incompatible with current lithium-ion cell production equipment. This is the major barrier to widespread adoption. Oxide-based sintered ceramic separators are brittle, expensive, and difficult to fabricate. Several technical issues, such as high interfacial impedance, high stack-holding pressure, and low active material proportion, remain to be resolved.

Graphite may be replaced with lithium metal (Li) in the anode to obtain a lithium metal battery, which is commonly believed to be capable of delivering an energy density in the range of 400-500 Wh/kg, depending upon the cathode material used. However, such a potential benefit does not come without challenges. During the charge-discharge cycles of a lithium metal cell, a needle-like feature called “lithium dendrites” may form on the lithium metal in the anode. The dendrite can penetrate through a separator and reach the cathode side to cause internal shorting, which poses fire and explosion hazards. In addition, repeated reactions between lithium and liquid electrolyte continue to consume both the active lithium ions and the liquid electrolyte, leading to rapid capacity decay. These issues have thus far impeded the practical utilization of lithium metal batteries to replace the conventional lithium-ion batteries for EV application. Solidion has been developing lithium metal protection strategies aiming to address these technical issues.

The safety of lithium-ion or lithium metal batteries hinges upon the availability of a non-flammable electrolyte. The liquid electrolytes commonly utilized in current lithium-ion batteries contain a lithium salt dissolved in an organic solvent, which contains volatile molecules that can catch fire. In contrast, various types of solid-state electrolytes, comprising less or no volatile chemical species, are being developed for both lithium-ion and lithium-metal battery types. Further, solid-state electrolytes, when used as a separator, could significantly reduce or eliminate the lithium dendrite issues.

However, solid-state electrolytes bring along other types of challenges to a battery designer, including a higher internal impedance (hence, lower power), lower anode or cathode active material proportion (hence, lower-than-expected energy density), and a higher manufacturing cost. The latter challenge is largely a result of the need to develop a new process and new equipment for producing the solid-state separator and for assembling the required components into a battery cell.

Solidion has been developing two types of quasi-solid or hybrid electrolytes, which are expected to have more practical manufacturability-at-scale — “solvent-in-salt” and “solvent-in-polymer” electrolytes. Solidion’s effort also includes development of a versatile solid-state electrolyte technology. Solidion’s electrolytes (FireShield™) aim to be process-friendly and compatible with current lithium-ion cell manufacturing processes. Specifically, Solidion’s developments are focused to provide a disruptive material process technology that would enable current lithium-ion cell manufacturing facilities to produce solid-state or quasi-solid electrolyte-based safe lithium batteries without the need to significantly change existing equipment and facilities. This implies that the lithium-ion battery industry can readily enjoy the benefits of solid-state, lithium metal batteries essentially immediately, not having to wait for a decade.

Solidion’s battery technology is targeting to enable significant benefits across battery capacity, life, safety, and fast charging while minimizing cost. Solidion is getting ready to commercialize the graphene-protected lithium metal anode technology, which is essential to the accelerated emergence of a lithium metal battery industry. The process-friendly electrolytes are also ready to solidify Solidion’s leadership position in converting the entire lithium battery industry into a quasi-solid and solid-state status.

In the automotive industry, most of the EV makers are highly interested in silicon- and lithium metal-based anodes for improved EV driving range given the same battery weight or volume. For instance, GM is experimenting with silicon-rich and lithium metal anodes, solid state and high voltage electrolytes, and dry processing of electrodes for its next generation of Ultium batteries, due around 2025. Ford, VW and BMW are also working with battery start-ups on the development of solid-state lithium metal and Si-based anodes.

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Summary of EV Battery Market Demands

As discussed above, a lithium cell supply shortfall of ~3,700 GWh by 2030 is projected. Also forecasted is a worldwide graphite supply shortage of 1.4 million tons/year by 2028. Mining of natural graphite and production of artificial graphite from petroleum or coal sources are generally viewed as not environmentally benign. The market demands Sustainable sources of graphite. The EV industry is aware of the potential shortage of critical elements such as cobalt (Co) and nickel (Ni) that are commonly used in the cathode of a lithium-ion cell; alternative cathode materials are key to a sustaining EV battery industry. The EV market is highly interested in next-gen batteries that exhibit the following features:

• Significantly extended driving range on one battery charge, which would alleviate range anxiety;

• Readily available solid-state performance;

• Safer battery system without fire or explosion hazards;

• Fast chargeability, with a goal of achieving a charge to 80% in 15 minutes; and

• Lower battery cost, with a goal of less than $100 per kilowatt-hour.

EV batteries are required to meet stringent criteria, including higher energy density to enable extended driving range, utilization of safer quasi-solid or solid-state electrolytes to enhance safety, enhanced designs at various levels including material, cell, and module/pack, to facilitate fast charging, and reduced costs per kilowatt-hour (kWh) for both anode and cathode materials to lower overall battery costs. Over the course of 15 years, Solidion has focused its battery research and development endeavors precisely on tackling these challenges head-on.

Our Technologies and Products

Anode active materials

Our products include graphite-based anode materials. What makes us be different from other manufacturers would be that we will have the flexibility to use raw materials from sustainable sources. In order to reach the ambitious goal of net zero greenhouse gas emission by 2050, thorough examination of the entire supply chain line can show insufficiencies. With the increasing trend of EVs on the road, proliferation of renewable energy — battery systems, the scrutiny of battery material production impacts on the environment becomes increasingly relevant. Graphite is currently indispensable as a battery anode material, dominating the vast majority of the rechargeable battery market due to its long-term cycle life and low cost of production. Synthetic graphite is currently produced almost exclusively from petroleum coke and pitch. Solidion proposes to manufacture battery-grade anode materials by introducing renewable and carbon negative biochar produced from waste biomass as alternative feedstock. By collecting dead trees, trimming, and other waste biomass, the process of creating biochar sequesters the elemental carbon and prevents the release of carbon as green-house gas through natural decomposition or wildfires. Hence the process of converting waste biomass to biochar has been shown to be carbon neutral or even negative depending on the end use of the biochar. Given that biochar when mixed into soil, can remain sequestered for scale of thousand years, it will likely remain as sequestered carbon in a sealed cell until recycled and reused, hence prolonging its sequestered state. Solidion has developed a process technology that is expected to allow cost-effective production of anode-grade graphite from this unique sustainable source. Subject to the Supply and License Agreement we entered into with G3, Solidion is allowed to manufacture graphene and graphite products for use in our battery-related products and prohibits resale of the manufactured graphene and graphite products other than after modification to create electrode materials.

Solidion has also developed a cost-effective graphene/silicon or graphene/SiOx composite anode material that enables a significantly higher energy density (for example, an expected 20-30% increase in the EV driving range) likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour (“kWh”). Graphene has proven to be effective in resolving the battery capacity decay problem caused by repeated volume expansion/shrinkage of silicon. Solidion provides silicon-rich or SiOx-rich high-capacity anode materials that exhibit outstanding performance-to-cost ratio and aims to significantly extend the EV driving range on one battery charge. Additionally, Tesla suggested on its 2020 “Battery Day” that the best silicon anode should have low-cost silicon particles with a simple design to reduce material

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~~cost,~~DESCRIPTION ~~instead~~OF ofSECURITIES ~~highly~~WE ~~engineered~~ARE structures such as the Chemical Vapor Deposition process (“CVD”) used by our competitors. It should also have elastic, ion-conducting polymer coating that protects these silicon particles, as well as highly elastic binder and some electrode design used in the anode to maintain structural integrity of the electrode. We also have patents that cover these desired features of silicon anode materials.OFFERING

~~Safer~~Common ~~Batteries~~Stock. The material terms and provisions of our common stock are described under the caption “Description of Capital Stock — Common Stock.”

~~We plan to produce batteries that bridge the performance and time~~Pre-~~to-market~~Funded gaps. A drop-in solution is expected to be compatible with today’s manufacturing process and equipment. There are two paths we expect to narrow the gap between today’s battery technology and future solid-state performance: silicon-rich solid-state lithium-ion cells and solid-state lithium metal batteries, which we expect to be ready for commercialization in two to three years. Higher energy density and solid-state electrolytes are the key to the next generation of EV batteries. EV batteries must deliver a higher energy density for extended driving range, contain only safe quasi-solid or solid-state electrolytes for safety, improved designs at the material-, cell-, and module/pack-levels for fast charging, and lower anode and/or cathode costs per kilowatt-hour for lower battery costs. Our team’s 15 years of battery research and development efforts have been precisely directed at addressing these issues. Briefly speaking, we plan to produce the following batteries:Warrants

~~• Generation~~The ~~1: Solid-state~~following ~~lithium-ion~~summary ~~cells~~of ~~featuring~~certain aterms ~~silicon~~and provisions of the pre-~~rich~~funded ~~anode~~warrants that are being offered hereby is not complete and ais ~~quasi~~subject to, and qualified in its entirety by the provisions of, the pre-~~solid~~funded orwarrant. ~~polymer~~Prospective investors should carefully review the terms and provisions of the form of pre-~~inorganic~~funded ~~composite~~warrant, ~~electrolyte~~which ~~(intended~~is filed as an exhibit to bethe ~~launched~~registration instatement ~~2026)~~of which this prospectus is a part, for a complete description of the terms and conditions of the pre-funded warrants.

~~• Generation~~Each ~~2: Solid~~pre-~~state~~funded ~~lithium~~warrant ~~metal~~will ~~cells~~have ~~featuring~~an ainitial ~~thin~~exercise ~~lithium~~price ~~metal~~per ~~anode~~share orequal anto ~~initially~~$0.0001. ~~lithium~~The ~~metal~~pre-~~free~~funded ~~anode~~warrants ~~(“anode-less”)~~will be immediately exercisable and amay ~~polymer-inorganic~~be ~~composite~~exercised ~~electrolyte~~at ~~(expected~~any ~~2026);~~time until exercised in full. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our shares of common stock and the exercise price.

~~• Generation~~The ~~3: Solid~~pre-~~state~~funded ~~lithium-sulfur~~warrants ~~cells~~will ~~featuring~~be aexercisable, ~~lithium~~at ~~metal~~the ~~anode~~option of each holder, ain ~~sulfur~~whole or ~~conversion-type~~in ~~cathode~~part, ~~and~~by andelivering to us a duly executed exercise notice accompanied by payment in ~~situ~~full ~~curable~~for ~~polymer~~the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). Purchasers of the pre-~~inorganic~~funded ~~composite~~warrants ~~electrolyte~~in this offering may elect to deliver their exercise notice following the pricing of the offering and prior to the issuance of the pre-funded warrants at closing to have their pre-funded warrants exercised immediately upon issuance and receive shares of common stock underlying the pre-funded warrants upon closing of this offering. A holder (~~expected~~together ~~2027~~with its affiliates) may not exercise any portion of the pre-funded warrant to the extent that the holder would own more than 4.99% of the outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s pre-funded warrants up to 9.99% of the number shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. Purchasers of pre-funded warrants in this offering may also elect prior to the issuance of the pre-funded warrants to have the initial exercise limitation set at 9.99% of our outstanding shares of common stock. No fractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant. In lieu of fractional shares, we will round up to the next whole share.

InIf, ~~summary~~at the time a holder exercises its pre-funded warrants, ~~Solidion~~then ~~has~~in ~~superior~~lieu ~~technologies~~of ~~that~~making ~~can~~the cash payment otherwise contemplated to be ~~commercialized~~made ~~quickly~~to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to ~~solve~~receive upon such exercise (either in whole or in part) the EVnet ~~industry’s~~number ~~most~~of ~~critical~~shares ~~issues:~~of common stock determined according to a formula set forth in the pre-funded warrants.

~~• Cost: We~~Subject ~~believe~~to ~~that~~applicable ~~Solidion technology can significantly lower cost/KWh of today’s batteries~~laws, ~~accelerating~~a ~~adoption~~pre-funded ~~and~~warrant ~~enabling~~may ~~sustainable~~be ~~EVs~~transferred toat ~~quickly~~the ~~replace~~option ~~internal~~of ~~combustion~~the ~~engines.~~holder Weupon ~~also~~surrender ~~believe~~of ~~that~~the ~~our~~pre-funded ~~battery~~warrant ~~costs~~to ~~can~~us betogether ~~lower~~with ~~than~~the ~~those~~appropriate instruments of ~~future solid-state battery-producing competitors~~transfer.

~~• Time-to-market: Solidion’s~~There ~~solid-state~~is ~~electrolytes~~no ~~are~~trading ~~process-friendly,~~market ~~enabling~~available for the ~~“future” solid~~pre-~~state~~funded ~~batteries~~warrants toon beany ~~produced~~securities ~~“now”~~exchange ~~using~~or ~~existing/current~~nationally ~~lithium-ion~~recognized ~~battery~~trading ~~production equipment~~system. EVWe ~~OEMs~~do ~~can~~not ~~utilize~~intend ~~existing factories~~ to ~~qualify~~list ~~solid-state~~the ~~batteries in two to three years, rather than waiting for four to seven years. This is in stark contrast to other solid~~pre-~~state~~funded ~~lithium~~warrants ~~metal~~on ~~battery~~any ~~companies~~securities ~~that~~exchange ~~will~~or ~~hopefully~~nationally ~~begin~~recognized ~~mass~~trading ~~production of all solid-state batteries in 2025-30~~system. The implementation of the conventional solid state battery technology requires large factory infrastructure rebuilds and will take years to develop. Solidion will use existing factories, saving time to market, cost and supporting supply chain demand faster.

~~• Driving~~In ~~range: The~~the ~~solid-state~~event ~~lithium~~of ~~batteries~~a ~~and~~fundamental ~~lithium~~transaction, as described in the pre-~~sulfur~~funded ~~batteries~~warrants ~~potentially~~and ~~can~~generally ~~provide~~including upany toreorganization, arecapitalization ~~100~~or reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% ~~increase~~of inour ~~range~~outstanding ~~for~~shares of common stock, or any person or group becoming the ~~same~~beneficial ~~size~~owner ~~battery~~of 50% of the voting power represented by our outstanding shares of common stock, ~~eliminating~~the ~~range~~holders ~~anxiety~~of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction.

~~• Safety: Our~~Except ~~fire/flame-resistant~~by ~~quasi-solid~~virtue ~~and~~of ~~solid~~such holder’s ownership of shares of our common stock, the holder of a pre-~~state~~funded ~~electrolytes~~warrant ~~make~~does ~~all~~not ~~types~~have the rights or privileges of ~~rechargeable~~a ~~lithium~~holder ~~battery~~of ~~safer~~our common stock, including any voting rights, until the holder exercises the pre-funded warrant.

• Battery charging time: Reducing the recharge time to less than 15 minutes can help drive EV adoption and reduce charging infrastructure challenges.

• Total solutions: Low costs and high performance of our batteries will make it economically viable for commercializing battery modules/packs for emergency power applications. These power systems will be capable of connecting to grids and solar/wind-based power sources and will be available for vehicle-to-home (V2H) charging.

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Apart from the EV sector, Solidion is strategically exploring entry into diverse markets such as hand-held devices, energy storage systems (ESS), power tools, and e-bikes. We expect our batteries to be poised to capture substantial market shares owing to their distinct advantages, including cost-effectiveness, superior charging/discharging performance, safety features, extended cycle-life, and exceptional durability. These attributes are expected to position us for significant growth and success across multiple sectors.BUSINESS

~~Summary~~Corporate ofHistory ~~Solidion’s products~~ and ~~stages of development.~~Background

~~• Anode~~We ~~active~~were ~~materials:~~originally incorporated in Delaware on June 14, 2021 under the name “Nubia Brand International Corp.” as a special purpose acquisition company, formed for the purpose of effecting an initial business combination with one or more target businesses. On March 14, 2022 (the “IPO Closing Date”), we consummated our initial public offering (the “IPO”). On February 2, 2024, we consummated the previously announced business combination (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”). 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 and we became the owner, directly or indirectly, of all of the equity interests of Honeycomb Battery Company and its subsidiaries.

~~• Graphite-based anode materials (with flexibility to choose raw materials including sustainable sources) are in the final stage of product development.~~Overview

~~• Graphene~~Solidion Technology, Inc. is an advanced battery technology company focused on the development and commercialization of next-~~enhanced~~generation ~~silicon~~battery ~~oxide~~materials, components, and energy storage solutions. Headquartered in Dallas, Texas, with research and development (~~(SiOx~~R&D) ~~anode~~and ~~materials)~~manufacturing ~~are~~operations in Dayton, Ohio, Solidion is dedicated to transforming the ~~final~~energy ~~stage~~storage oflandscape ~~product~~by ~~development~~addressing key limitations in current lithium-ion and emerging battery technologies.

~~• Si~~The Company specializes in high-performance silicon-rich anode materials:, ~~Small~~solid-~~scale~~state ~~manufacturing~~battery istechnology, inand ~~progress~~fire-retardant ~~(currently~~electrolytes, 15aiming ~~metric~~to ~~tons~~enhance ~~per~~the ~~annum~~energy ~~(“MTA”)~~density, safety, and cost-effectiveness of lithium-ion batteries. WeSolidion’s ~~are~~proprietary ~~planning~~innovations ~~expansion~~include tographene-enabled ~~>150~~batteries, ~~MTA~~elastomer-protected byelectrodes, ~~2026~~quasi-solid and solid-state electrolytes, and biochar-derived anode materials, providing sustainable and scalable solutions for the electric vehicle (EV), energy storage system (ESS), and consumer electronics markets.

~~Fig~~Solidion holds an extensive intellectual property (IP) portfolio with over 345 active patents (pending and granted) globally, positioning the Company as a leader in silicon anode and solid-state battery technology. 2Its ~~SEM~~innovative ~~images~~silane-free ofproduction ~~Solidion’s~~processes Sifor silicon-~~rich~~based anode materials allow for lower manufacturing costs and improved scalability. Additionally, its fire-retardant and polymer-based electrolytes enable safer, high-energy-density batteries compatible with existing lithium-ion cell production infrastructure.

~~Our~~A ~~Competitive~~key ~~Strengths~~milestone in Solidion’s technological advancements is the successful development of a high-energy cylindrical cell, which achieves an exceptional energy density of 305 Wh/kg, significantly higher than conventional lithium-ion batteries, which typically range between 240-260 Wh/kg. This innovation not only enhances the range and performance of EVs but also underscores Solidion’s ability to deliver cutting-edge solutions for high-energy and high-power applications.

InThe ~~the~~Company ~~automotive~~has ~~industry,~~established ~~the~~strategic ~~price~~partnerships ofwith aleading ~~vehicle~~industry ~~ultimately~~players, ~~dictates~~including ~~the~~Giga ~~final~~Solar ~~decision~~Materials ofCorp. aand ~~potential~~Bluestar ~~customer~~Materials Company, ~~and~~to advance the ~~emerging~~production EVand ~~industry~~commercialization isof nosilicon ~~exception.~~oxide ~~The~~(SiOx) anode materials in the U.S. ~~DOE~~These ~~and~~collaborations, ~~the~~along EVwith ~~industry~~Solidion’s ~~experts~~ongoing ~~have~~engagement ~~all~~with ~~agreed~~EV ~~that~~original ~~EVs~~equipment ~~will~~manufacturers ~~become~~(OEMs) ~~competitive~~and ~~against~~toll-manufacturing ~~the~~partners, ~~internal~~position ~~combustion~~the ~~engine~~Company ~~(ICE)~~to ~~vehicles~~accelerate ~~when~~ the ~~battery~~adoption ~~cost reaches a threshold~~ of ~~$100/KWh~~its ~~given~~next-generation ~~comparable~~battery ~~performance/safety characteristics~~solutions.

~~Si-rich~~On ~~anode~~November 14, ~~materials: The~~2024, ~~production~~we ofadopted ~~Solidion’s~~a ~~Si-rich~~strategic ~~anode~~Bitcoin ~~materials~~allocation ~~begins~~policy ~~with~~for aour ~~significantly~~Corporate ~~lower~~Treasury. ~~starting~~As ~~material~~part ~~and~~of ~~follows~~this ~~a highly scalable~~strategy, ~~low-cost~~Solidion ~~process~~is ~~(Fig.~~committed ~~2).~~to ~~This~~leveraging isBitcoin inas ~~stark~~a ~~contrast~~long-term tostore ~~competitors’ use~~ of anvalue. ~~expensive,~~The ~~toxic,~~Company ~~and~~will ~~explosive~~allocate ~~gaseous~~excess ~~silane~~cash ~~and~~from ~~the~~operations ~~high-cost~~toward ~~CVD~~Bitcoin ~~process.~~purchases, ~~According~~subject to ~~Tesla’s~~board ~~analysis~~approval. onAdditionally, ~~its~~interest ~~Battery~~earnings ~~Day~~from cash held in ~~2020,~~money ~~the~~market ~~CVD~~accounts Siwill ~~anode~~be ~~price~~converted isinto ~~estimated~~Bitcoin. toThe beCompany >also ~~$100/KWh,~~plans ~~while~~to ~~Solidion’s~~allocate ~~product~~a isportion ~~expected~~of tofuture becapital ~~lower~~raises ~~than~~to ~~$6/kWh~~Bitcoin acquisitions, ~~which~~demonstrating isa ~~approximately~~sustained ~~the~~commitment ~~price~~to ofintegrating ~~currently~~Bitcoin ~~used~~into ~~graphite~~its ~~anode~~financial ~~materials~~strategy. ~~Solidion~~For isfiscal ~~believed~~year to2024, bethe ~~capable~~Company ofdid ~~cost-effectively~~not ~~producing~~identify ~~the~~excess ~~high~~cash Sifrom ~~content~~operations ~~anode~~for ~~materials~~Bitcoin ~~(graphene/elastomer~~purchases. ~~encapsulated~~The SiCompany ~~particles,~~did ~~first-cycle~~not ~~efficiency~~conduct upany tocapital ~~94%~~raise ~~and~~activities ~~specific~~between ~~capacity~~the date of ~~2,000-3,200~~its ~~mAh/g)~~announcement ~~that~~and ~~would meet~~ the ~~requirements~~end of ~~increased~~the ~~energy~~reporting ~~density~~period and, ~~lower~~as ~~cost~~a ~~for~~result, ~~next-gen~~did EVnot ~~batteries~~allocate any proceeds toward Bitcoin purchases.

Process-friendly quasi-solid and solid-state electrolytes: Solidion has been developing a truly disruptive solid-state platform technology that can help solidify the battery safety of the EV industry. Our key electrolyte technologies may be summarized as follows: (a) we invented elastomeric solid electrolytes; (b) we have highly significant IP in in-situ curing

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orSolidion ~~in-situ~~is ~~solidification~~committed ofto ~~polymer~~advancing ~~electrolytes;~~battery ~~(c) we~~technology ~~invented~~through ~~quasi-solid~~continuous ~~electrolytes;~~R&D ~~(d) we~~efforts, ~~developed~~expanding ~~thermally~~manufacturing ~~stable~~capabilities, and ~~flame-retardant~~optimizing ~~polymer~~supply ~~and~~chain ~~polymer/inorganic~~sustainability. ~~hybrid~~By ~~electrolytes;~~integrating ~~(e) our electrolytes are compatible with current Li~~cutting-~~ion~~edge ~~infrastructure~~materials and ~~processes;~~scalable ~~and~~production ~~(f) We~~methods, ~~have~~Solidion ~~versatile~~aims ~~and easy-~~to~~-process~~ ~~solid-state~~deliver ~~electrolytes for safe lithium~~high-~~ion and lithium-metal batteries. As summarized in Fig. 3 below~~performance, ~~we have earliest IP in quasi~~cost-~~solid electrolytes (solvent-in-salt and solvent-in-polymer)~~effective, and ~~strong~~environmentally IPsustainable ~~position~~battery insolutions ~~solid~~that ~~polymer~~address ~~electrolytes~~the ~~(in~~increasing ~~situ~~demand ~~polymerization and~~for ~~solid~~electrified ~~elastomeric~~mobility ~~electrolytes),~~ and ~~polymer~~renewable ~~composite~~energy ~~electrolytes (elastic, flame-retardant and high-temperature polymer electrolytes)~~storage.

~~Fig.3~~Limitations ~~Types~~ of ~~electrolytes~~Current ~~for~~Battery ~~Li-ion and Li metal batteries.~~Technology

~~Lithium~~Li-Ion ~~metal~~Batteries ~~cells:~~ Lithium ~~metal anode protection is key to the commercialization of all~~-~~solid-state~~ion ~~or liquid-state lithium metal~~ batteries (~~any~~LIBs) ~~battery~~are ~~that~~pivotal ~~makes~~in ~~use~~climate ~~lithium~~change ~~metal~~mitigation as ~~the~~they ~~anode~~play ~~active~~a ~~material;~~key ~~hence,~~role ~~higher~~in ~~energy~~electrifying ~~density). We believe that Solidion has~~ the ~~most~~transport ~~significant~~sector IPand inenabling the ~~area~~integration of ~~lithium metal anode protection (50+ U~~renewables.~~S. patents~~ ~~and~~They ~~many~~are ~~foreign~~widely ~~patents).~~used ~~Our~~in ~~graphene-~~portable electronics and~~/or~~ ~~polymer-enabled~~electric ~~lithium~~vehicles ~~metal~~due ~~protection technologies aim~~ to ~~overcome~~their ~~technical~~high ~~barriers~~potential (for ~~example,~~providing ~~lithium~~efficient ~~dendrites,~~energy ~~large~~storage ~~interfacial~~and ~~impedance,~~environmental ~~etc~~sustainability.) ~~that~~NMC ~~have~~(nickel-manganese-cobalt ~~thus~~oxides) ~~far~~and ~~impeded~~LFP ~~commercialization of solid-state~~ (lithium ~~metal~~iron ~~batteries.~~phosphate) ~~We believe that our graphene/polymer-based Li metal protection layers~~ are ~~key~~common ~~enabling~~LIB ~~technologies~~cathode chemistries for ~~all~~electric ~~types~~vehicle ofapplications. ~~solid-state~~Graphite ~~lithium~~is ~~metal~~typically ~~batteries.~~used ~~For~~as ~~instance,~~the ~~Solidion’s~~battery anode~~-protecting~~ ~~layers~~material ~~and elastomeric solid electrolytes accelerate commercialization of ultra-thin lithium~~ (~~Li-light~~BAM) ~~anode or anodeless batteries, both featuring reduced cell weight and volume and thus higher energy densities~~.

~~Lithium-sulfur~~Despite ~~and~~their ~~lithium-selenium cells: Solidion researchers are pioneers in the field of graphene-enabled Li-S and Li-Se batteries~~importance, ~~having~~current ~~50+~~LIB ~~U.S. patents~~technology ~~and numerous foreign patents in this subject. In particular, Solidion~~ has developed nanostructured graphene-sulfur cathode that has (a) exceptionally high sulfur content and utilization efficiency; (b) high specific capacity (up to 1,000 mAh/g); (c) high specific energy (theoretically capable of up to 500 Wh/kg; over 2x that of traditional lithium-ion cells); and (d) minimal shuttle effect, enabling good cycle-life.limitations:

~~Beyond~~• Anode ~~Lithium~~Energy ~~Chemistries: Solidion~~Density ~~has~~The ~~also~~use ~~developed~~of ~~impressive~~graphite ~~technologies~~anodes inrestricts ~~other~~the ~~types~~battery’s capacity because graphite has a low theoretical gravimetric capacity of ~~batteries~~just 372 mAh g-1. ~~Solidion~~Silicon (Si) is being explored as an alternative anode material because it has a ~~pioneer~~higher intheoretical ~~the~~specific ~~field~~capacity of ~~aluminum~~4,200 mAh g-~~ion~~1. ~~cells~~However, ~~having~~silicon ~~quite~~anodes ~~likely~~have ~~the~~issues ~~most~~including ~~significant~~volume IPexpansion induring ~~this~~lithium ~~topic.~~insertion ~~Solidion~~and ~~also~~extraction, ~~has~~unstable ~~good~~solid IPelectrolyte ininterface ~~the~~(SEI) ~~sodium~~formation, low electrical conductivity, and poor lithium-ion ~~cells~~diffusivity.

In• CO2 ~~summary,~~Emissions ~~Solidion~~During isProduction ~~the inventor~~ of ~~many~~Synthetic ~~key~~Graphite ~~enabling~~Anode ~~battery~~Materials ~~technologies,~~The ~~including~~carbon ~~(as~~footprint ~~examples)~~is ~~graphene-enabled~~often ~~batteries,~~underestimated ~~elastic~~due ~~polymer-protected~~to ~~batteries,~~a ~~quasi-solid~~lack ~~electrolytes,~~of ~~elastomeric~~industrial ~~solid-state~~data ~~electrolytes,~~and ~~flame-retardant~~the ~~polymer~~use ~~composite~~of ~~electrolytes, graphene~~non-~~enabled~~representative ~~bipolar~~process ~~electrodes~~routes ~~and~~in ~~batteries, etc~~modeling. ~~This~~A ~~massive~~more IPaccurate ~~portfolio~~life ~~provides~~cycle EVinventory ~~and~~reveals ~~energy~~a ~~storage~~substantially ~~systems~~higher carbon footprint (~~ESS~~CF) ~~industries~~value ~~with~~of ~~several~~42.2 ~~disruptive~~t ~~battery~~CO2eq./t ~~technologies,~~of ~~for~~SG ~~example~~BAM, ~~(a) Si-rich~~which ~~anode~~is ~~having~~2 ato ~~high~~10 ~~performance/cost~~times ~~ratio,~~greater ~~(b) high-capacity~~than ~~sulfur~~previously ~~cathode~~reported ~~materials~~values. ~~(Co-,~~The ~~Ni-,~~graphitization ~~and Mn-free)~~process, ~~(c) highly~~which ~~process-friendly~~accounts ~~solid-state~~for ~~electrolytes,~~46% ~~(d) protected~~of ~~lithium~~the ~~metal~~total ~~anode,~~CF ~~essential~~due to high electricity consumption, and the ~~success~~use of ~~future~~graphite ~~lithium~~crucibles, ~~metal~~responsible ~~batteries,~~for ~~(e) fast~~28% ~~chargeability,~~of ~~(f) aluminum-ion~~the ~~cells~~CF, ~~and~~contribute ~~(g) sodium-ion~~most ~~cells~~to the carbon footprint.

• Electrolyte Safety Issues Lithium-ion batteries are susceptible to thermal runaway if abusive conditions destabilize the electrochemical system. If certain abusive conditions break the stability boundaries of the electrochemical system, an LIB is more susceptible to thermal runaway (TR), leading to fire accidents. Traditional liquid organic carbonate-based electrolytes are flammable and can be highly combustible or even explosive when exposed to air. Lithium plating can occur in the anode, caused by electrical and thermal abuse, which can lead to dendrite formation and short circuits. In contrast, various types of solid-state electrolytes, comprising less or no volatile chemical species, are being developed for both lithium-ion and lithium-metal battery types. Further, solid-state electrolytes, when used as a separator, could significantly reduce or eliminate the lithium dendrite issues. However, solid-state electrolytes bring along other types of challenges to a battery designer, including a higher internal impedance (hence, lower power), lower anode or cathode active material proportion (hence, lower-than-expected energy density), and a higher manufacturing cost. The latter challenge is largely a result of the need to develop a new process and new equipment for producing the solid-state separator and for assembling the required components into a battery cell.

Our Technology

• Graphene or elastomer enhanced silicon and SiOx Solidion is leading the development of low-cost, high-performance silicon-rich (Si-rich) anode materials, pioneering multiple approaches to enhance the efficiency, scalability, and sustainability of next-generation lithium-ion batteries. One of Solidion’s most transformative innovations is its elastomer protection technology, which utilizes a flexible polymer to encapsulate silicon particles and protect the entire electrode. This design effectively addresses the mechanical stresses caused by silicon expansion during charge-discharge cycles, significantly improving battery longevity and stability. Unlike common silicon anode production methods that rely on silane gas and chemical vapor deposition (CVD) processes, Solidion’s approach is silane-free and CVD-free, utilizing low-cost metallurgical-grade or reclaimed silicon as a feedstock. This cost-effective and environmentally friendly method makes silicon anode technology more viable for mass adoption of suitable applications.

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WeSolidion ~~believe~~has ~~that~~also pioneered a method to produce high-capacity silicon anodes via CVD but without the use of toxic and explosive silane gas, thereby enhancing both the safety and sustainability of battery manufacturing. This breakthrough is part of Solidion’s ~~battery~~extensive ~~products~~intellectual ~~have~~property portfolio, which encompasses over 345 active patents. By eliminating the ~~following~~need ~~features~~for silane gas in silicon anode production, the overall cost is expected to decrease, making the product more competitive, market-friendly, and potentially preventing the painful silane supply chain issue. These advancements are set to benefit a wide range of applications, including energy storage systems and electric vehicles across land, air, and sea. Beyond silicon anode innovation, Solidion is also advancing its graphene technology platform to enhance the electrical conductivity of Si-based anode materials. Integrating graphene into Si/C composite anodes has demonstrated a 17% increase in electrical conductivity, addressing the common challenge of poor power capability in Si/C or ~~advantages:~~SiOx anode materials. This enhancement is achieved with minimal additional cost, making it a practical and scalable solution for improving battery performance

• ~~Higher~~Biochar-based ~~energy~~anode ~~density~~to reduce CO2 emissions Solidion is pioneering the introduction of biochar-derived anode materials to the battery industry, offering a sustainable solution to reduce CO₂ emissions while enhancing the battery industry value chain. ~~Projected~~ ~~20%~~Unlike conventional graphite anodes, which rely on petroleum coke and contribute significantly to 80carbon emissions, biochar provides an eco-friendly alternative. By utilizing biochar as a feedstock, atmospheric CO₂ can be partially offset, establishing a closed-loop carbon cycle. Additionally, CO₂ emissions per unit weight of product are projected to be 30% ~~increase~~lower incompared EVto ~~driving~~petroleum-derived ~~range~~graphite. Solidion has successfully demonstrated a 200 mAh battery cell incorporating an NMC cathode and biochar-derived anode materials, achieving approximately 1,000 cycles at a 0.3C charge/discharge rate. While further optimization is required to ~~eliminate~~enhance ~~range~~electrochemical ~~anxiety~~performance and scalability, biochar-based anodes represent a low-carbon solution for next-generation lithium-ion batteries, accelerating the transition toward more sustainable energy storage technologies.

• ~~Solid~~Electrolytes (flame-retardant polymer or hybrid electrolytes for solid-state ~~performance. With~~batteries) ~~our~~Solidion ~~target~~has developed a range of ~~facilitating~~fire-retardant, ~~the~~quasi-solid, ~~conversion~~and ofhybrid solid electrolytes designed for scalability and compatibility with existing lithium-ion battery manufacturing processes and facilities. ~~into~~Our ~~solid~~solvent-~~state~~in-salt ~~lithium~~and ~~battery~~solvent-in-polymer ~~production~~electrolytes ~~lines~~address wethe ~~expect~~common ~~Solidion~~limitations ~~solid~~of conventional fire-~~state~~retardant ~~batteries~~formulations, tosuch ~~become~~as ~~available~~high viscosity, poor wettability, and low ionic conductivity, which can hinder electrode infiltration, increase internal resistance, and reduce power capability. Compatibility issues with electrodes and separators, along with narrow electrochemical stability windows, have traditionally limited the adoption of fire-retardant electrolytes in ~~two~~ tohigh-voltage ~~three years~~lithium-ion batteries.

~~• Safety. Quasi~~Solidion’s FireShield™ electrolytes overcome these challenges with a process-~~solid~~friendly ~~and~~formulation that enables manufacturers to integrate solid-state ~~electrolytes~~or ~~provide~~quasi-solid ~~effective~~electrolyte-based ~~solutions~~lithium batteries without requiring significant changes to ~~battery~~existing production lines. Unlike conventional fire-retardant electrolytes, which typically have a viscosity exceeding 47 mPa•s, Solidion’s formulations achieve approximately 3.7 mPa•s, an order of magnitude lower, ensuring efficient electrode wetting. Additionally, while traditional fire-retardant electrolytes exhibit ionic conductivity as low as 0.63 mS/cm, Solidion’s electrolytes demonstrate 1.74-1.98 mS/cm, significantly enhancing charge transport and ~~explosion~~overall ~~issues~~battery performance.

~~• Lower~~These ~~cost~~electrolytes ~~per~~have ~~kilowatt-hour. We~~been ~~believe~~successfully ~~our~~tested ~~technology~~in ~~could~~100 ~~provide~~mAh ~~a cost~~pouch ~~advantage~~cells asutilizing ~~compared~~NMC811 tocathodes ~~our~~and ~~competitors.~~SiOx/graphite Weanodes, ~~expect our high~~delivering 800-~~capacity~~900 ~~anodes~~cycles, ~~cathodes,~~proving ~~electrolyte~~their ~~technology~~compatibility and ~~unique module/pack~~long-~~level~~term ~~can~~stability. ~~result~~Additionally, inSolidion ~~energy~~has ~~density~~developed ~~increases,~~small ~~lower~~prototype ~~pack~~cells ~~system~~with ~~costs,~~quasi-solid ~~safety improvements~~electrolytes, ~~reduced~~derived ~~cooling~~from ~~provisions,~~our ~~eliminated~~fire-retardant orformulations. ~~reduced~~These ~~electrochemical~~prototype ~~formation,~~cells ~~and~~demonstrate ~~the~~rate ~~ability~~capabilities comparable to ~~use~~conventional ~~current lithium~~carbonate-~~ion~~based ~~cell~~electrolytes, ~~production~~while ~~equipment~~offering superior safety performance, significantly reducing thermal runaway risks.

~~• Faster~~Solidion’s ~~charging. We~~next-generation ~~are~~battery ~~developing~~technology ~~anode~~is ~~materials~~poised ~~designs~~to deliver higher capacity, ~~innovative~~longer ~~cell~~cycle ~~configurations~~life, enhanced safety, and ~~both~~fast-charging ~~passive~~capability-all while minimizing costs. With graphene- and ~~active~~elastomer-protected ~~thermal~~lithium-metal ~~management~~anodes, atSolidion ~~both~~is ~~cell~~driving the transition toward a quasi-solid and ~~pack~~solid-~~levels~~state ~~for~~battery ~~improved~~industry, ~~charging~~solidifying ~~speeds~~its leadership in safer, more efficient, and scalable energy storage solutions.

Performance Improvements: We anticipate that our Generation 2 all-solid-state lithium metal cells (expected 2026) and Generation 3 all-solid-state lithium-sulfur cells (expected 2027) would deliver significant performance improvements as compared to current conventional Li-ion cells (Fig. 4). Pack volume in watt hours per liter (“Wh/L”) is expected to be 480 Wh/L for our 350 liter Generation 2 and 3 products as compared to 250 Wh/L for current 350 liter Li-ion products. Pack energy, assuming the same pack volume, is expected to be 165 kWh for our Generation 2 and 3 products as compared to 85 kWh for current Li-ion products. Range is expected to be 620 miles for our Generation 2 and 3 products as compared to 320 miles for current Li-ion products. Charge time is expected to be less than 15 minutes to increase from a 0% to 80% charge for our Generation 2 and 3 products as compared to greater than 30 minutes to increase from 5% to 80% charge for current Li-ion products. Power is expected to be 650 kW for our Generation 2 and 3 products as compared to 400 kW for current Li-ion products. Safety is expected to be much improved through the use of our fire-resistant electrolyte technology in our Generation 2 and 3 products as compared to organic electrolyte for current Li-ion products.

Fig.4 Comparison of different solid-state battery cells.

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~~Manufacturing~~Our ~~and~~Competitive ~~Supply~~Strengths

~~Solidion~~Differentiated ~~plans~~Battery toTechnology ~~become~~Solidion astands ~~supplier~~apart ofin ~~all~~next-~~solid-state~~generation ~~cells~~battery ~~(for~~technology ~~the~~by EVoffering silicon anodes, biochar-based anodes, and innovative electrolytes that deliver higher energy ~~storage~~density, ~~systems~~ lower costs, and ~~portable~~greater ~~electronics~~sustainability ~~markets)~~than conventional solutions. Unlike most silicon anode manufacturers that rely on silane gas and ~~certain~~chemical ~~battery~~vapor ~~components/materials~~deposition (~~for example~~CVD), ~~graphite~~Solidion has developed silane-free, SiCVD-free ~~oxide~~production methods using low-cost metallurgical-grade or reclaimed silicon, reducing both manufacturing costs and supply chain dependency. Our elastomer protection technology is a breakthrough in mitigating negative effects resulted from silicon expansion-a challenge that has hindered widespread adoption of silicon anodes. Solidion has also pioneered a silane-free CVD process to produce Si/C at a lower cost per our projection. Additionally, our graphene-~~rich~~enhanced ~~anode~~Si-based ~~materials~~anodes provide a 17% increase in electrical conductivity, a key differentiator that improves power output with minimal cost, addressing a common limitation in Si/C and ~~electrolytes)~~SiOx tocomposite ~~select~~anodes ~~customers~~used orby ~~strategic~~other ~~partners~~manufacturers.

WeBeyond ~~have~~silicon aanodes, ~~sustainable~~Solidion ~~graphite~~is ~~anode~~among ~~material~~the ~~manufacturing~~few ~~plan.~~companies Wepioneering ~~plan to produce biomass~~biochar-derived ~~graphite anode materials~~anodes, ~~subject~~providing toa ~~the~~30% ~~Supply~~lower ~~and~~CO₂ ~~License~~footprint ~~Agreement,~~compared ~~which allows Solidion~~ to ~~manufacture~~petroleum-based ~~graphene and~~ graphite, ~~products~~aligning ~~for~~with ~~use in our battery-related products and prohibits resale of~~ the ~~manufactured~~industry’s ~~graphene~~push ~~and~~for ~~graphite~~low-carbon ~~products~~battery ~~other than after modification to create electrode~~ materials. ~~During~~While ~~Phase 1,~~competitors ~~which~~focus weon ~~expect~~graphite ~~will~~from ~~last~~fossil-fuel ~~three years~~sources, weSolidion’s ~~intend to source proper~~ biochar-based ~~products~~approach ~~from~~establishes ~~biochar suppliers and convert these products into graphite anode materials using~~ a ~~proprietary~~closed-loop ~~process.~~carbon ~~After 3 years~~cycle, wereducing ~~intend~~environmental toimpact ~~implement~~while amaintaining ~~significantly~~high ~~lower~~electrochemical ~~temperature~~performance. ~~process~~Our ~~for~~200 ~~reduced~~mAh ~~costs.~~prototype ~~Advantages~~cell, ofintegrating biochar asanodes ~~a raw material include sustainability~~ and ~~lower~~an ~~material~~NMC ~~cost~~cathode, ~~compared~~has toachieved ~~production~~1,000 ofcycles ~~graphite~~at ~~from petroleum or coal sources~~0. ~~In addition~~3C, ~~heat~~demonstrating ~~treatment~~its ~~equipment~~viability ~~for~~as ~~graphite~~a ~~production~~scalable, issustainable ~~available~~alternative ~~from~~to ~~multiple~~conventional ~~vendors located in many counties or regions~~anodes.

~~Our~~In ~~business~~battery issafety ~~not~~and ~~raw~~manufacturability, Solidion differentiates itself with its FireShield™ electrolyte technology, including solvent-~~material~~in-~~limited.~~salt Asand ansolvent-in-polymer ~~example~~electrolytes, ~~100,000~~designed ~~tons~~for ofseamless ~~graphite~~integration ~~requires~~into ~~about~~existing ~~400,000~~lithium-ion ~~tons~~battery ofmanufacturing ~~biomass,~~lines. ~~which~~While ismany ~~just~~competitors ~~0.015%~~require ofentirely ~~the~~new ~~total~~processes ~~available~~and ~~source~~equipment offor ~~2,700 million~~solid-state ~~tons~~battery ~~available~~production, ~~per~~Solidion’s ~~year.~~electrolytes ~~900 million~~enable ~~tons~~a ofcost-effective ~~forest~~transition ~~residues~~to quasi-solid and ~~wood~~solid-state ~~processing~~batteries ~~residues~~without ~~combined~~major ~~are~~infrastructure ~~available~~changes. Additionally, ~~and~~our angraphene- ~~additional~~and ~~1,800 million~~elastomer-protected ~~tons~~lithium-metal ofanode ~~biomass~~technology ~~feedstock~~is ~~are~~a ~~available~~key ~~from~~enabler for the ~~following~~widespread ~~species:~~commercialization ~~distillers~~of ~~grains~~lithium-metal batteries, ~~orchard~~offering ~~waste,~~both ~~almond~~higher ~~shells,~~energy ~~mixed~~density ~~paper,~~and ~~corn~~improved ~~waste,~~cycle ~~saw~~life. ~~dust~~By integrating breakthrough materials with scalable, ~~switch~~production-~~grass~~friendly solutions, ~~cane~~Solidion ~~bagasse,~~is ~~wheat~~setting ~~straw,~~a ~~timber~~new industry standard, ~~acacia~~driving ~~wood~~the ~~waste,~~battery ~~fruit~~sector ~~bunch~~toward safer, ~~cassava~~longer-lasting, ~~waste~~ and ~~palm~~more ~~kernel~~environmentally ~~shell~~responsible energy storage technologies.

WeStrong ~~plan~~intellectual toproperty ~~begin~~and ~~with~~expertise ~~the~~in ~~toll~~silicon, ~~manufacturing/joint~~graphite, ~~venture~~and ~~(“TM/JV”)~~safe ~~model~~electrolyte ~~for~~domains ~~commercializing~~Solidion ~~the~~Technology ~~solid-state~~boasts ~~battery~~a ~~technologies.~~robust AtIP aportfolio ~~later~~of ~~stage,~~over we345 ~~may~~active ~~consider~~patents, ~~building~~crucial ~~our~~for ~~own~~next-generation ~~facilities~~EV ~~for~~batteries. ~~producing~~As ~~certain~~a ~~specialty~~pioneer ~~cells~~in ~~(such~~disruptive asbattery ~~bipolar~~innovations, orincluding ~~high~~graphene-~~voltage~~enabled, ~~cells)~~polymer-protected, ~~responsive~~and tosolid-state ~~market~~technologies, ~~demands.~~Solidion Weholds ~~expect~~over ~~the~~100 ~~TM/JV~~key ~~partners~~U.S. patents tofor ~~acquire~~enhanced silicon~~-rich~~ ~~anode~~ materials, ~~and~~35+ ~~electrolyte~~for ~~formulations~~fire-resistant ~~from~~electrolytes, usand as70+ ~~part~~for ofadvanced ~~the~~solid-state ~~TM/JV~~and ~~agreement.~~lithium Wemetal ~~will~~batteries. ~~also~~This ~~supply~~IP ~~both~~enables ~~graphite~~cutting-~~dominant~~edge ~~and~~solutions ~~silicon~~like high-~~rich~~performance ~~anode~~silicon ~~materials~~anodes, tocobalt-free ~~customers~~cathodes, ~~that~~and ~~choose~~protected ~~to use liquid electrolytes in their~~ lithium~~-ion~~ ~~cells~~metal anodes.

~~“Made~~Solidion inTechnology ~~America”~~has ~~guidance. On~~a ~~March 31,~~robust ~~2023~~and expansive intellectual property (IP) portfolio, ~~the~~comprising ~~U.S. Treasury~~over ~~Department~~345 active and ~~the~~high-value ~~IRS~~patents, ~~released~~many ~~proposed~~of ~~guidance~~which onare ~~the~~central ~~new~~to ~~clean~~the ~~vehicle~~next ~~provisions~~generation of ~~the~~electric ~~Inflation~~vehicle ~~Reduction~~(EV) ~~Act~~battery technologies. ToThe beCompany ~~eligible~~is ~~for~~ a ~~$7,500~~pioneer ~~credit,~~in ~~clean~~disruptive ~~vehicles~~battery ~~must~~innovations, ~~meet~~including ~~sourcing~~graphene-enabled ~~requirements~~batteries, ~~for~~elastic ~~both~~polymer-protected ~~the~~batteries, ~~critical~~quasi-solid ~~minerals~~ and ~~battery~~solid-state ~~components~~electrolytes, ~~contained~~as inwell ~~the~~as ~~vehicle~~advanced hybrid electrolytes. ~~Vehicles~~Solidion’s ~~that~~portfolio ~~meet~~includes ~~one~~over of100 ~~the~~key ~~two~~U.S. patents ~~requirements~~related ~~are~~to ~~eligible~~graphene- ~~for~~and apolymer-enhanced $3silicon-based materials,~~750~~ ~~credit.~~more Tothan ~~meet~~35 ~~the~~patents ~~critical~~for ~~mineral~~fire-resistant ~~requirement~~electrolytes, and beover ~~eligible~~70 ~~for~~patents afocused ~~$3,750~~on ~~credit,~~next-generation ansolid-state ~~applicable~~and ~~percentage~~lithium ~~that~~metal ~~increases~~battery ~~each~~technologies. ~~year~~This ofvast ~~the~~IP ~~value~~foundation ofprovides the ~~critical~~EV ~~minerals~~industry ~~contained~~with incutting-edge ~~the~~solutions, ~~battery~~such ~~must~~as besilicon-rich ~~extracted~~anodes orwith ~~processed~~superior inperformance-to-cost ~~the~~ratios, ~~United States~~cobalt-free orsulfur acathodes, ~~country~~process-friendly ~~with~~solid-state ~~which~~electrolytes, ~~the~~and ~~United States~~protected ~~has~~lithium ametal ~~free~~anodes. ~~trade agreement~~Additionally, orSolidion’s beinnovations ~~recycled~~extend into ~~North~~advanced ~~America.~~current ~~Critical~~collectors ~~minerals~~that inenhance ~~the EV~~ battery ~~must~~cycle belife ~~extracted~~and orperformance ~~processed~~under inextreme ~~the U~~conditions.~~S.,~~ ~~countries~~With ~~with~~patent ~~which~~expirations ~~the~~ranging ~~U.S. has~~from a2028 ~~free~~to ~~trade~~2040, ~~agreement~~Solidion’s orIP ~~have~~offers ~~been~~a ~~recycled~~long-term incompetitive ~~North~~advantage, ~~America.~~with Bymost of the ~~end~~patents ofowned ~~2026,~~outright by the ~~applicable~~Company, ~~percentage~~ensuring ~~will~~strategic beflexibility ~~80%~~and ~~for~~ongoing leadership in the ~~critical~~battery ~~mineral~~technology ~~requirement~~sector.

ToStrategic ~~meet~~Partnerships ~~the~~In ~~battery~~November 2024, ~~component~~Solidion ~~requirement~~entered ~~and~~into bestrategic ~~eligible~~partnership ~~for~~with aTaiwan-based ~~$3,750~~Giga ~~credit,~~Solar ~~the~~Materials ~~applicable~~Corp. ~~percentage~~and ofBluestar ~~the~~Materials ~~value~~Company, ofmarking ~~the~~a ~~battery~~significant ~~components~~step ~~must~~toward bethe ~~manufactured~~advancement orof ~~assembled~~SiOx inanode ~~North~~materials ~~America — as~~production ~~mandated~~in by the ~~Inflation Reduction Act~~United States. ByThis ~~the~~collaboration ~~end~~aims ofto ~~2026,~~develop ~~the~~high-quality ~~applicable~~SiOx ~~percentage~~anode ~~will~~solutions befor ~~80%~~lithium-ion ~~for~~batteries. ~~the~~With ~~battery~~Bluestar’s ~~component~~design ~~requirement~~expertise, ~~and~~Giga bySolar’s ~~the~~manufacturing ~~end of 2028~~experience, ~~100%~~and ofSolidion’s ~~battery~~cutting-edge ~~components~~technologies, ~~must~~the bepartnership ~~manufactured~~is ~~and~~set ~~assembled~~to instrengthen North America’s bylithium ~~2028~~battery ~~for~~materials asupply ~~vehicle~~chain, tomeeting bethe ~~eligible~~increasing demand for ~~the~~electric ~~clean~~ vehicle ~~tax~~(EV) ~~credit~~batteries and energy storage systems.

In addition, beginning in 2024, an eligible clean vehicle may not contain any battery components that are manufactured by a foreign entity of concern and beginning in 2025 an eligible clean vehicle may not contain any critical minerals that were extracted, processed, or recycled by a foreign entity of concern.

We expect that by the end of 2027, 80% of battery materials and components made by Solidion will comply with the critical mineral and battery component requirements. We believe anode materials for Lithium-ion cells would be domestically produced from renewable and recycled feedstocks without extraction or mining, and that sulfur cathode materials will lessen the need for imported manganese, cobalt and nickel. We further believe that Solidion’s local sourcing and manufacturing ability make it an ideal candidate for government grants and loans. However, there can be no assurance that we will be able to scale up our production as anticipated in order to supply our battery technology to vehicles that may be eligible for clean vehicle tax credits.

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~~Summary~~The ofalliance ~~research~~leverages Solidion’s expansive patent portfolio and R&D capabilities to optimize SiOx anode production, ~~design~~which offers a fivefold increase in specific capacity over traditional graphite. This innovation is key to enhancing battery energy density, ~~development~~thus improving EV range and durability. Solidion and Giga Solar, with a combined 100 Metric Tons per Annum (MTA) capacity in Taiwan, are exploring U.S.-based manufacturing opportunities to further their market share in the rapidly expanding EV and ~~commercialization~~energy storage sectors.

	Product Refinement	Manufacturing/Commercialization
		Pre-Production (Pilot)	Production
Steps	Develop A, B and C samples to meet technical expectations.	• Design and evaluate equipment for pilot plant • Purchase equipment • Install equipment • Test run • Send samples to customers	• Plant location survey • Engineering design • Evaluate equipment • Purchase equipment • Install equipment • Test run • Send samples to customers
Potential Material Obstacle	With adequate resources, we do not anticipate any material technical obstacles.	The lead time of certain equipment (for example, battery cell production equipment) is excessively long (9 – 18 months). We are interacting proactively with potential suppliers in multiple regions in the hope of shortening the waiting period.	• Same lead time issue. • Certain production equipment (for example, SiOx production) must be custom-designed. We have started working with selected engineering design companies and equipment manufacturers to overcome this engineering issue.

Our Products

~~Plans~~Anode Materials Our product portfolio includes graphite-based anode materials, distinguished by our commitment to utilizing raw materials from sustainable sources. As part of our efforts to contribute to the goal of net-zero greenhouse gas emissions by 2050, we are scrutinizing our entire supply chain to identify opportunities for reducing environmental impacts. Graphite, a critical component in rechargeable batteries due to its longevity and cost-efficiency, is traditionally derived from petroleum coke and pitch. Solidion’s innovative approach introduces biochar produced from waste biomass as an alternative feedstock. This sustainable process not only sequesters carbon but may also result in carbon-negative production. By leveraging biochar, Solidion aims to produce anode-grade graphite with exceptional performance. By the end of 2024, Solidion’s anode materials containing biochar-derived materials have achieved a capacity of over 340 mAh/g and comparable cycle life to conventional graphite anodes, marking a significant step towards more environmentally responsible battery manufacturing. Solidion has also developed a series of silicon and SiOx anode materials that enable a significantly higher energy density (for example, an expected 20-30% increase in the EV driving range) likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour (“kWh”) when production in scale occurs. The specific capacity of these products range from 1,300 to 2,800 mAh/g aiming to suit different applications including EV, energy storage stations, drones, and consumer electronics.

~~Synthetic~~Battery ~~graphite~~Cells ~~production — For~~To ~~phase~~rigorously 1validate the performance of its innovative anode materials, weSolidion ~~plan~~is toactively ~~build~~engaged in the development and testing of a ~~processing~~diverse ~~plant~~portfolio ~~with~~of ~~production~~battery ~~capacity~~cells. By the close of 102024,~~000~~ MTSolidion, byin ~~2026,~~collaboration with astrategic ~~projected~~partners, ~~capital~~has ~~expenditure~~successfully ofconstructed ~~$100-200 million~~ and ~~resulting~~evaluated inover ~~revenue~~three distinct types of ~~$90 – $100 million.~~cylindrical Wecells, ~~would~~each ~~plan~~featuring toeither ~~expand~~our ~~annual~~advanced ~~capacity~~silicon to(Si) ~~180~~or graphite-based anodes. These cells showcase a wide range of capabilities,~~000~~ MTwith bycapacities ~~2032~~spanning from 4.6 to an impressive 5.5Ah.

~~Anode~~Notably, ~~products — Our~~our ~~Dayton~~high-energy 5.5Ah 21700 cylindrical cell represents a significant leap forward in battery technology. This cell not only achieves an exceptional energy density of 305 Wh/kg, ~~Ohio~~surpassing the typical 240-260 Wh/kg offered by established Asian manufacturers in the same high-energy category, ~~anode~~but ~~materials~~also ~~production~~delivers ~~line~~superior ~~has~~power performance. It boasts a ~~current~~continuous ~~capacity~~charging ofand 15discharging MTcapability ~~per~~exceeding ~~year~~2C, a substantial improvement over the performance less than 1C typically seen in competitor products. This combination of high energy density and werobust ~~have~~power ~~plans~~handling tomakes ~~scale~~our it5.5Ah upcell ideally suited for applications demanding both sustained energy delivery and moderate to ahigh ~~capacity~~power ofoutput, ~~>150~~such MTas ~~per~~advanced ~~year~~electric byvehicles ~~2026~~and high-performance portable electronics.

~~Battery~~Furthermore, ~~products — We~~Solidion ~~plan~~is toactively ~~launch~~developing ~~Gen1~~cell ~~and~~variants ~~Gen2~~tailored for applications requiring even higher power capabilities. These cells byhave ~~2026~~already demonstrated impressive fast-charging capabilities, exceeding 3C, enabling rapid replenishment of energy and ~~Gen3~~minimizing bydowntime. ~~2027~~This focus on high-power cells underscores our commitment to addressing the diverse needs of the evolving energy storage market.

~~Intellectual~~Beyond ~~Property~~anode advancements, Solidion is also pioneering the development of next-generation electrolytes. As previously mentioned, we have successfully formulated fire-retardant and quasi-solid electrolytes, demonstrating their performance through the construction of small prototype cells. These electrolytes represent a significant step towards enhancing battery safety, a critical consideration in today’s demanding applications. Looking ahead, Solidion intends to scale up production of these electrolyte-based cells, manufacturing larger format cells in common practical sizes. This initiative will not only validate the performance of our advanced electrolytes in real-world scenarios but also pave the way for the development of safer and more reliable energy storage solutions. By integrating our innovative anode materials with these advanced electrolytes, Solidion is poised to deliver a new generation of high-performance, safe, and sustainable batteries.

~~Solidion~~Our ~~has~~Growth a portfolio of over 520 patents. This portfolio contains many key patents for next generation EV batteries. Solidion is the inventor of graphene-enabled batteries, elastic polymer-protected batteries, quasi-solid electrolytes, elastomeric solid-state electrolytes, advanced polymer/inorganic hybrid electrolytes, and numerous other disruptive battery technologies. This massive intellectual portfolio provides the EV industry with what we believe to be several key enabling battery technologies, such as silicon-rich anode having the highest performance/cost ratio, the highest-capacity sulfur cathode materials (free of cobalt, nickel and manganese), the most process-friendly solid-state electrolytes, protected lithium metal anode, fast chargeability, aluminum-ion cells and sodium-ion cells. Solidion holds more than 100 key U.S. patents on graphene- or polymer-enhanced silicon-based materials. It holds more than 35 key U.S. patents on fire-resistant electrolytes for lithium batteries. It holds more than 70 U.S. patents on key technologies for next-generation all-solid state or lithium metal batteries. It also holds advanced current collector patents; these technologies are capable of extending cycle life and improving operating temperatures and voltages. The year of expiration of these key U.S. patents generally ranges from as early as 2028 to as late as 2040. Most of the intellectual property to be utilized by Solidion is intellectual property that is owned by Solidion (having been transferred from G3 to Solidion via the Patent Assignment, dated as of February 8, 2023 (the “Patent Assignment”)). Solidion licenses a relatively small number of patents relating to graphene and graphite production from G3 pursuant to the Supply and License Agreement, under which there are no significant limitations. These patent rights are licensed on an irrevocable, non-exclusive, royalty-free basis.Strategy

Battery Development for Customers Solidion’s core strategy revolves around the meticulous design and rigorous testing of advanced battery cells, tailored to meet the specific needs of our customers and the broader market. We are dedicated to developing a diverse array of cell types, encompassing both cylindrical and pouch formats, with varying dimensions to accommodate a wide range of applications. Our approach is deeply rooted in materials innovation,

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Weleveraging ~~believe~~our weproprietary ~~have~~silicon ~~advanced~~and IPgraphite-based inanodes, ~~process~~alongside our fire-~~friendly~~retardant and ~~cost~~quasi-~~effective~~solid ~~polymer/inorganic~~electrolytes. ~~hybrid~~This ~~solid~~allows ~~electrolytes~~us ~~that~~to ~~are~~precisely ~~fire/flame-resistant,~~engineer ~~which~~cell ~~effectively~~performance ~~overcomes~~characteristics, ~~the~~focusing ~~fire/explosion~~on ~~issues~~achieving ~~commonly~~optimal ~~associated~~energy ~~with~~density, ~~liquid~~power ~~electrolytes~~output, and safety. ~~KnowMade~~Each ~~has~~cell ~~analyzed~~design ~~more~~undergoes ~~than~~exhaustive 14testing protocols,~~400~~ ~~patent~~including ~~filings~~cycle ~~related~~life analysis, rate capability assessments, and safety evaluations, to ~~“solid-state~~ensure ~~Li-ion~~it ~~batteries~~meets ~~with~~the ~~inorganic~~highest ~~solid~~standards ~~electrolytes~~of performance and reliability.” ~~Solidion~~We are committed to pushing the boundaries of battery IPtechnology, isexploring ~~one~~novel electrode configurations and electrolyte formulations to unlock new levels of ~~only~~performance. ~~two~~Through Uclose collaboration with our customers, we meticulously refine our designs, incorporating feedback and tailoring solutions to address unique application requirements.~~S. companies~~ ~~recognized~~Whether ina ~~its~~client ~~list~~seeks a high-energy cell for an extended runtime, a high-power cell for rapid discharge, or a cell with enhanced safety features, Solidion’s dedicated team of ~~the~~engineers ~~top~~and 31scientists ~~companies~~is ~~(Fig.~~focused 5)on delivering innovative and reliable battery solutions.

~~Fig.~~Leverage existing global toll 5manufacturing capacity to produce batteries Solidion’s growth strategy is ~~recognized~~strategically asdesigned ato ~~leader~~capitalize on existing global toll manufacturing capabilities, enabling us to efficiently and cost-effectively meet the burgeoning demand for our advanced battery cells. Recognizing the critical need to provide customers with sample cells in ~~solid~~larger, application-~~state~~relevant formats, we are leveraging partnerships with established manufacturing facilities worldwide, including those within the United States. While Solidion’s current infrastructure for cell fabrication focuses on research and development, these collaborative relationships allow us to rapidly scale production and deliver customized cell prototypes without significant capital expenditure. By partnering with experienced toll manufacturers, we gain access to established production lines, quality control systems, and logistical expertise, ensuring consistent product quality and timely delivery. This approach not only facilitates the efficient production of sample cells for customer evaluation but also provides a robust pathway for Solidion to explore and penetrate the broader battery ~~technologies~~cell market. As we receive customer orders, we will continue to collaborate with our global network of toll manufacturing partners, ensuring seamless and scalable production. This strategic approach allows us to embrace the inherent low-cost advantages of toll manufacturing at mass-production scales, optimizing our operational efficiency and enabling us to offer competitive pricing. Furthermore, this model allows Solidion to remain agile, adapting quickly to market fluctuations and customer demands without the constraints of owning and operating large-scale manufacturing facilities. By fostering strong relationships with our toll manufacturing partners, we are building a resilient and adaptable supply chain, positioning Solidion for sustained growth and success in the rapidly evolving battery industry.

~~Another~~Partnership ~~KnowMade~~Development ~~report~~and ~~(Fig.~~Expansion 6)Solidion ~~has~~remains ~~identified~~committed ~~Solidion~~to asstrengthening ~~the~~its ~~U.S. leader~~strategic inpartnerships ~~the~~with SiGiga ~~anode~~Solar ~~technology.~~and InBluestar to advance the ~~USA,~~development ~~Solidion~~and iscommercialization ~~No.~~of 1SiOx ~~(having~~anode ~~131~~materials ~~patent~~and ~~families~~innovative inproduction processes. By leveraging the Sicombined ~~anode),~~expertise ~~followed~~and byresources GMof ~~(90)~~these partnerships, ~~Enevate~~Solidion ~~(77),~~aims to optimize manufacturing efficiency and ~~Amprius~~accelerate ~~(71)~~market adoption. ~~Further~~Additionally, ~~Honeycomb/G3~~the isCompany ~~ranked~~intends ~~No.~~to 9collaborate inclosely with EV OEMs and toll-manufacturing partners to develop and scale the ~~entire~~production of advanced battery ~~industry,~~materials ~~after~~and 8cells. ~~major~~The Lilong-~~ion~~term ~~battery~~objective ~~cell~~is ~~producers;~~to ~~however,~~integrate ~~Solidion~~these isnext-generation ~~No.~~energy ~~1 among~~storage ~~all~~solutions ~~the~~into ~~battery~~EVs, ~~start~~drones, and other high-~~ups~~performance inapplications, supporting the ~~world~~broader transition to sustainable transportation and energy systems.

~~Fig~~Advancing Battery Technologies Solidion is dedicated to advancing battery technologies to maintain its leadership in the dynamic energy storage sector. 6We understand that significant progress demands a comprehensive strategy, encompassing both material and cell-level innovations. Our persistent research efforts concentrate on refining and optimizing essential components, including anodes, cathodes, and electrolytes, to create integrated systems that achieve exceptional performance. We strive to seamlessly incorporate these advancements into battery cells designed to meet the diverse and evolving needs of our customers across various applications. Utilizing our extensive expertise, Solidion is ~~recognized~~committed to developing future products that not only feature cutting-edge technology but also emphasize manufacturability, ensuring efficient scalability and cost-effectiveness. To reinforce our position as a ~~leader~~technological pioneer, we sustain a substantial investment in ~~“Silicon~~research ~~Anode~~and ~~for~~development, Lifocusing on pivotal areas such as cell chemistry and architecture, next-~~ion~~generation ~~Batteries~~battery materials, and advanced manufacturing techniques.” This continuous investment enables us to expand and strengthen our intellectual property portfolio, securing our ability to deliver transformative battery solutions that address the energy storage demands of the future.

Expanding our end markets and applications Solidion’s strategy for growth includes a deliberate expansion of our end markets and applications. While our core focus remains on strengthening our battery material production capabilities, we recognize the significant opportunity presented by the cell business. By leveraging our established partnerships with global toll manufacturers, we plan to integrate our advanced material products and technologies into a diverse range of battery cells, tailored to meet the specific requirements of various end users. This strategic move allows us to extend our reach beyond material supply and directly address the needs of growing markets. Our target applications

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~~Our~~include, ~~high~~but ~~silicon-content~~are ~~anode~~not ~~provides~~limited ~~a drop-in solution~~ to, ~~enhancing~~EV ~~the~~vehicles, ~~energy~~where ~~density~~foreign ofmanufacturers aare ~~lithium-ion~~seeking ~~battery~~U.S. partnerships Weto ~~have~~mitigate ~~the~~potential ~~earliest~~tariffs, ~~and~~production ~~most~~of ~~significant~~silicon-based IPalloys, onwhere ~~elastic~~domestic ~~polymer-protected~~sourcing ~~silicon~~requirements ~~particles~~demand U.S. entity control, ~~which~~consumer iselectronics, ~~the~~where ~~most~~demand ~~cost~~for high-~~effective~~performance, ~~silicon~~compact ~~anode~~batteries asis ~~identified~~increasing, byresidential ~~Tesla~~energy onstorage ~~its~~systems, ~~“Battery~~which ~~Day”~~require inreliable ~~2020.~~and Welong-lasting ~~are~~solutions, ~~uniquely~~and ~~positioned~~the torapidly ~~commercialize~~expanding ~~high~~drone ~~silicon~~market, ~~content-based~~where ~~all~~lightweight, high-~~solid~~energy-~~state~~density ~~batteries~~cells are crucial. WeBy ~~believe~~diversifying aour ~~partnership~~offerings ~~with~~and ~~Honeycomb~~entering ~~will~~these ~~help~~dynamic ~~solidify~~sectors, anSolidion EVaims ~~maker’s~~to ~~success~~solidify asits ~~the~~position ~~worldwide~~as ~~leader~~a incomprehensive ~~safe~~provider ~~EVs~~of ~~for~~innovative ~~decades~~energy tostorage ~~come~~solutions.

WeOur ~~are~~Research recognized as one of the Global Top 100 Innovators (Fig. 7), a testimony to not only the quantity but also the quality of our IP. In April 2022, LexisNexis published “Innovation Momentum 2022: The Global Top 100,” a comprehensive IP report that recognized global technology companies with exceptional technological relevance for the future, market coverage, and citation index. We were one of 12 companies recognized in the report under the Chemicals and Materials industry sector, and one of only 2 such US-based companies that received the honor. Other innovators listed in this sector are prominent EV battery companies such as LG Chem, Samsung SDI, and CATL. We are the only battery start-up listed among these top 100 innovators.Development

~~Fig~~Solidion is continuously advancing energy storage technologies, refining innovations for commercial applications while expanding research and development initiatives. 7Our ~~Third~~focus ~~party~~is ~~validation~~on enhancing key performance characteristics and broadening the applications of ~~Solidion’s~~our IPbattery ~~quality~~technologies, including anode materials, electrolytes, and next-generation energy storage solutions beyond lithium-ion. Our ongoing R&D efforts include:

~~The~~Advancing ~~strong~~Material IPStructures ~~portfolio~~and ~~enables~~Manufacturing ~~Solidion~~Processes: We toare ~~become~~refining abiochar-based, ~~market~~silicon-based, and ~~technology~~SiOx-based ~~leader~~anode inmaterials by optimizing their structure and composition. Efforts include surface modifications, such as graphene and elastomer coatings, and production process enhancements. A key focus is the ~~battery~~development ~~space~~of a silane-free production process for ~~decades~~Si/C materials, which has the potential to ~~come~~significantly reduce manufacturing costs.

~~Competition~~Enhancing Battery Life: We are working on a range of electrolyte additives and binders designed to improve the cycle life of silicon-based battery cells while maintaining critical performance characteristics, such as energy density.

WeIncreasing ~~compete~~Energy ~~directly~~Density and ~~indirectly~~Power ~~with~~Capability: We ~~current battery manufacturers and with an increasing number of companies that~~ are ~~developing~~actively ~~new~~exploring ~~battery~~alternative ~~technologies~~cell ~~and~~designs ~~chemistries to address the growing market for electrified mobility solutions. The EV battery industry is fast-growing~~ and ~~highly~~cathode ~~competitive. We primarily compete with other silicon anode~~ materials ~~start-ups,~~to ~~such~~enhance asenergy ~~Sila~~storage ~~Nanotechnologies,~~capacity ~~Amprius Technologies~~ and ~~Group~~power ~~14, which are all highly promising battery companies~~output.

~~Our~~Developing ~~competitors~~Larger ~~produce~~Cell ~~silicon anode materials via CVD~~Form Factors: Currently, ~~which~~we isproduce ~~believed~~5Ah to21700 becylindrical ~~expensive~~cells and ~~challenging~~pouch tocells ~~scale~~ up, ~~and~~to ~~require~~approximately ~~explosive gaseous raw materials~~1Ah. InAs ~~contrast,~~we expand our ~~patented~~customer ~~technologies~~base, we are ~~expected~~developing tolarger-format ~~allow~~batteries us to ~~produce~~support ~~highly~~broader ~~scalable low-cost silicon-rich products that could be compatible with solid-state and liquid-state electrolytes and have greater~~ energy ~~density~~storage ~~and lower cost per kilowatt hour. Additionally~~applications, ~~Solidion~~including ~~may~~electric ~~be perceived to compete with certain other solid-state or lithium metal battery start-ups~~vehicles, ~~such as QuantumScape~~drones, ~~Solid Power~~ and ~~SES~~consumer electronics. ~~However,~~ weWe ~~view~~also ~~these~~are ~~companies~~working ason ~~potential~~building ~~strategic~~larger ~~partners,~~cells ~~not competitors. For instance, Solidion has complementary IPs~~ that ~~can~~incorporate ~~help~~our ~~each of these companies accelerate the commercialization of their lithium metal batteries (for example, by providing graphene/elastomer~~fire-~~protected~~retardant Liand ~~metal anode technologies). Our lithium metal protection technologies are capable of addressing certain known issues associated with rigid inorganic~~ quasi-solid electrolytes, ~~such~~to asprovide ~~large~~safer ~~electrode/electrode~~battery ~~interfacial~~cells ~~impedance~~to ~~and~~ the ~~typically high stack-holding pressure~~market.

Solidion’s solid state batteries are expected to be produced at scale and cost-effectively using current lithium-ion cell production process and equipment, thus enabling fast time-to-market compared to all-solid-state batteries. This versatile platform technology could potentially transform the lithium-ion battery industry into producers of safe, solid-state batteries for EV, ESS, consumer electronics, and other power storage applications.Supply

Solidion plans to become a supplier of solid-state cells (for the EV, energy storage systems and portable electronics markets) and certain battery components/materials (for example, graphite-, Si oxide-, and Si-rich anode materials and electrolytes) to select customers or strategic partners.

Our business is not raw-material-limited. As an example, 100,000 tons of graphite requires about 400,000 tons of biomass, which is just 0.015% of the total available source of 2,700 million tons available per year. 900 million tons of forest residues and wood processing residues combined are available, and an additional 1,800 million tons of biomass feedstock are available from the following species: distillers grains, orchard waste, almond shells, mixed paper, corn waste, saw dust, switch-grass, cane bagasse, wheat straw, timber, acacia wood waste, fruit bunch, cassava waste and palm kernel shell.

We plan to begin with the toll manufacturing/joint venture (“TM/JV”) model for commercializing the solid-state battery technologies. At a later stage, we may consider building our own facilities for producing certain specialty cells (such as bipolar or high-voltage cells) responsive to market demands. We expect the TM/JV partners to acquire silicon-rich anode materials and electrolyte formulations from us as part of the TM/JV agreement. We will also supply both graphite-dominant and silicon-rich anode materials to customers that choose to use liquid electrolytes in their lithium-ion cells.

Intellectual Property

Solidion has a portfolio of over 345 high-value active patents. This portfolio contains many key patents for next generation EV batteries. Solidion is the inventor of graphene-enabled batteries, elastic polymer-protected batteries, quasi-solid electrolytes, elastomeric solid-state electrolytes, advanced polymer/inorganic hybrid electrolytes, and numerous other disruptive battery technologies. This massive intellectual portfolio provides the EV industry with what we believe to be several key enabling battery technologies, such as silicon-rich anode having the highest performance/cost ratio, the highest-capacity sulfur cathode materials (free of cobalt, nickel and manganese), the most

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process-friendly solid-state electrolytes, protected lithium metal anode, fast chargeability, aluminum-ion cells and sodium-ion cells. Solidion holds more than 100 key U.S. patents on graphene- or polymer-enhanced silicon-based materials. It holds more than 35 key U.S. patents on fire-resistant electrolytes for lithium batteries. It holds more than 70 U.S. patents on key technologies for next-generation all-solid state or lithium metal batteries. It also holds advanced current collector patents; these technologies are capable of extending cycle life and improving operating temperatures and voltages. The ~~following~~year ~~two~~of ~~charts~~expiration ~~summarize~~of ~~the~~these key ~~attributes~~U.S. patents generally ranges from as early as 2028 to as late as 2040. Most of the intellectual property utilized by Solidion is intellectual property that ~~differentiate~~is owned by Solidion’s ~~products~~(having ~~and~~been ~~technologies~~transferred from ~~certain~~G3 to Solidion via the Patent Assignment, dated as of ~~our~~February 8, ~~competitors~~2023 (~~Fig~~the “Patent Assignment”)). 8Solidion licenses a relatively small number of patents relating to graphene and ~~Fig~~graphite production from G3 pursuant to the Supply and License Agreement, under which there are no significant limitations. ~~9):~~These patent rights are licensed on an irrevocable, non-exclusive, royalty-free basis.

~~Fig.~~The 8strong AIP ~~brief~~portfolio ~~summary~~enables of Solidion’s ~~product/technology~~to ~~attributes~~become ~~vs.~~a ~~other~~market ~~key~~and ~~silicon~~technology ~~anode-focused~~leader in the battery ~~start-ups~~space for decades to come.

~~Fig. 9 A brief summary of Solidion’s product/technology attributes vs. other key lithium metal cell-focused battery start-ups.~~Competition

We compete directly and indirectly with current battery manufacturers and with an increasing number of companies that are developing new battery technologies and chemistries to address the growing market for electrified mobility solutions. The EV battery industry is fast-growing and highly competitive. We primarily compete with other silicon anode materials companies globally, such as Sila Nanotechnologies Inc., Group 14 Technologies, Inc., Enovix Corporation, Enevate Corporation, Nexeon Ltd., Storedot Ltd., BTR New Energy Material Ltd., Shanshan Corporation, and Berzelius. Some competitors produce silicon anode materials via CVD, which is believed to be expensive and challenging to scale up, and require explosive gaseous raw materials. In contrast, our patented technologies are expected to allow us to produce highly scalable low-cost silicon-rich products that could be compatible with solid-state and liquid-state electrolytes and have greater energy density and lower cost per kilowatt hour.

We also compete with graphite anode materials companies globally, such as BTR New Energy Material Ltd., Shanshan Corporation, Kaijin New Energy Technology Co. Ltd., Zichen New Materials Technology Co., Ltd., XFH Technology Co., Ltd., Zhongke Shinzoom Technology Co., Ltd., POSCO Future M Co., Ltd., Resonac Holdings Corporation, Mitsubishi Chemical Corporation, Sinuo Industrial Development Co., NOVONIX Limited, Anovion Technologies, etc. While the competitors produce synthetic graphite by using petroleum coke as a raw material, Solidion’s products contain biochar-derived anode materials which offset CO2 from the atmosphere and reduce the overall CO2 emissions considering raw materials.

Additionally, Solidion may be perceived to compete with certain other solid-state or lithium metal battery companies, such as QuantumScape, Solid Power and SES. However, we view these companies as potential strategic partners, not competitors. For instance, Solidion has complementary IP that can help each of these companies accelerate the commercialization of their lithium metal batteries (for example, by providing graphene/elastomer-protected Li metal anode technologies). Our lithium metal protection technologies are capable of addressing certain known issues associated with rigid inorganic solid electrolytes, such as large electrode/electrode interfacial impedance and the typically high stack-holding pressure. Solidion’s solid state batteries are expected to be produced at scale and cost-effectively using current lithium-ion cell production process and equipment, thus enabling fast time-to-market compared to all-solid-state batteries. This versatile platform technology could potentially transform the lithium-ion battery industry into producers of safe, solid-state batteries for EV, ESS, consumer electronics, and other power storage applications. As Solidion plans to extend its business to battery cells, Solidion competes with leading tier-one battery manufacturers, including Amperex Technology Limited (ATL), Contemporary Amperex Technology Co., Limited (CATL), LG Chem Ltd., Murata Manufacturing Co., Ltd., Panasonic Industry Co., Ltd., and Samsung SDI Co., Ltd. These companies possess significant financial resources, well-established supply chains, and strong relationships with automotive and electronics manufacturers.

Human Capital

We believe that our success is driven by our team of technology innovators and experienced business leaders. We seek to hire and develop employees who are dedicated to our strategic mission. As of ~~June 30,~~December ~~2024~~31, 2025, we employed 3220 full time employees~~, 2 part time employees and 1 temporary employee~~.

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We are committed to maintaining equitable compensation programs including equity participation. We offer market-competitive salaries and strong equity compensation aimed at attracting and retaining team members capable of making exceptional contributions to our success. Our compensation decisions are guided by the external market, role criticality, and the contributions of each team member.

Facilities

Our corporate headquarters are located at 13355 Noel Rd., Suite 1100, Dallas, Texas, and our telephone number is (972) 918-5120.

Our Research and development and manufacturing operations are located in Dayton, Ohio, where we own a building of approximately 27,646 square feet and lease a building of approximately 7,097 square feet.

For more information, please visit www.solidiontech.com or contact Investor Relations.

Government Regulation and Compliance

There are government regulations pertaining to battery safety, transportation of batteries, use of batteries in vehicles, factory safety and disposal of hazardous materials. We will ultimately have to comply with these regulations to sell our battery products into market.

For example, we expect to become subject to federal and state environmental laws and regulations regarding the handling and disposal of hazardous substances and solid waste, to include electronic waste and battery cells. These laws regulate the generation, storage, treatment, transportation, and disposal of solid and hazardous waste and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed. In the course of ordinary operations, we, through third parties and contractors, might in the future handle hazardous substances within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state statutes and, as a result, may be jointly and severally liable for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment. We might also become subject to the strict requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes for the generation or disposal of solid waste, which may include hazardous waste.

Solidion expects to use existing factories to produce solid-state batteries. The Occupational Safety and Health Act (“OSHA”), and comparable laws in other jurisdictions, regulate the protection of the health and safety of workers in such factories. In addition, the OSHA hazard communication standard requires that information be maintained about any hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities, and the public.

The use, storage and disposal of battery packs is regulated under federal law. We expect any batteries we produce will be required to conform to mandatory regulations governing the transport of “dangerous goods” that may present a risk in transportation, which includes lithium-ion batteries, and are subject to regulations issued by the Pipeline and Hazardous Materials Safety Administration (“PHMSA”). These regulations are based on the UN Recommendations on the Safe Transport of Dangerous Goods Model Regulations and related UN Manual Tests and Criteria. The regulations vary by mode of transportation when these items are shipped, such as by ocean vessel, rail, truck or air.

We expect that the EVs that would use our battery technology would be subject to numerous regulatory requirements established by the National Highway Traffic Safety Administration (“NHTSA”), including applicable U.S. federal motor vehicle safety standards (“FMVSS”). EV manufacturers must self-certify that the vehicles meet or are exempt from all applicable FMVSSs before a vehicle can be imported into or sold in the U.S. There are numerous FMVSSs that we expect would apply to vehicles that would use our battery technology. Examples of these requirements include:

• Electric Vehicle Safety — limitations on electrolyte spillage, battery retention and avoidance of electric shock following specified crash tests;

• Crash Tests for High-Voltage System Integrity — preventing electric shock from high voltage systems and fires that result from fuel spillage during and after motor vehicle crashes.

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These standards and regulations cover various aspects of battery safety, including electrical safety, mechanical safety, thermal safety, and environmental safety. They are developed by organizations such as the Society of Automotive Engineers (also known as SAE), Underwriters Laboratories (“UL”), and regulatory bodies such as NHTSA to ensure that batteries used in EVs meet specific safety requirements before being installed in a vehicle. There are significant similarities among these standards; different EV makers require the battery suppliers to follow different standards. We will work with UL and select EV makers to determine the required tests and to obtain the necessary safety certifications.

The United States Advanced Battery Consortium (also known as USABC) provides the Battery Abuse Testing Manual for Electric and Hybrid Vehicle Applications, which defines abuse tests for rechargeable energy storage systems (“RESSs”) used in electric vehicle applications. These tests evaluate the response of RESS technologies to conditions or events that are outside of normal use. The manual recommends tests such as controlled crush, penetration, thermal ramp, overcharge, and external short circuit tests across the cell, module, and pack levels (except for thermal ramp testing at the pack level due to practical limitations). We plan to conduct internal safety tests at the cell levels, including nail penetration, overcharging, and over-discharging at elevated temperatures, during the final research and development and prototyping stages. For the remaining safety tests at the cell level, we will rely on third parties, such as UL, for safety certification purposes. We will also collaborate with EV manufacturers to perform safety tests at the module and pack levels.

The timeline for conducting safety tests on batteries for EVs will vary depending on factors such as the battery type, required testing standards, and the availability of testing facilities. Typically, it takes several weeks to months to complete all the necessary safety tests at each level. Additionally, if any issues or failures are identified during the testing process, additional time may be required to address these issues and retest the battery.

For more information, see “Risk Factors — Risks Related to Legal and Regulatory Compliance” discussing regulations and regulatory risks related to product liability, tax, employment, export controls, trade, data collection, privacy, environmental, health and safety, anti-corruption and anti-bribery compliance.”

Corporate History and Background

We were originally incorporated in Delaware on June 14, 2021 under the name “Nubia Brand International Corp.” as a special purpose acquisition company, formed for the purpose of effecting an initial business combination with one or more target businesses. On March 14, 2022 (the “IPO Closing Date”), we consummated our initial public offering (the “IPO”). On February 2, 2024, we consummated the previously announced business combination (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”). 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 and we became the owner, directly or indirectly, of all of the equity interests of Honeycomb Battery Company and its subsidiaries. In light of the fact that the Business Combination has closed and our ongoing business will be the business formerly operated by HBC, this business section primarily includes information regarding HBC’s business.

Our principal executive office is located at 13355 Noel Rd, Suite 1100, Dallas, TX 75240. Our telephone number is (972) 918-5120.

Our Internet website, which is located at http://www.solidiontech.com, describes our company and our management and provides information about our technology and products. Information contained on our website is not incorporated by reference into, and should not be considered a part of, this Registration Statement.

Available Information

Our filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments submitted under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are accessible at no cost on our company website promptly after submission to the SEC. Additionally, these documents are retrievable from the SEC’s website (www.sec.gov).

Corporate governance materials, such as our guidelines and committee charters, are also accessible on our investor relations webpage under “Corporate Governance.” It’s important to note that the content of our websites is not intended for inclusion by reference in our filings with the SEC, and any website references serve as inactive textual mentions only.

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LEGAL PROCEEDINGS

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information.

Our common stock ~~has~~is ~~been~~listed ~~quoted~~ on the ~~NASDAQ,~~Nasdaq Capital Market under the symbol “STI”.” On ~~[_]~~February 11, ~~2024~~2026, the last reported sale price of our common stock on the ~~NASDAQ~~Nasdaq ~~was~~Capital ~~$[_]~~Market ~~per~~was ~~share~~$6.30. As of ~~September~~February 269, ~~2024~~2026, there were ~~[_]~~23 ~~stockholders~~holders of record of our common stock. The actual number of stockholders of ~~record~~our ~~does~~common ~~not~~stock ~~include~~is ~~beneficial~~greater ~~owners~~than this number of ~~our~~record ~~common~~holders ~~stock,~~and ~~whose~~includes ~~shares~~stockholders who are ~~held~~beneficial inowners ~~the~~but ~~names~~whose shares of ~~various~~common ~~dealers,~~stock ~~clearing~~are ~~agencies,~~held in street name by banks, brokers and other ~~fiduciaries~~nominees.

Dividend Policy.

We have ~~never~~not declared or paid aany ~~cash~~dividends, ~~dividend~~or onauthorized ~~our~~or ~~common~~made ~~stock.~~any Wedistribution doupon ~~not~~or ~~expect~~with respect to ~~pay~~any ~~cash~~class ~~dividends~~or onseries of our ~~common~~capital stock ~~in the foreseeable future~~. We currently intend to retain ~~our~~all ~~earnings,~~available iffunds and any, future earnings for use in the operation of our business. ~~Any~~and do not anticipate paying any dividends ~~declared~~on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our ~~Board~~board ~~and~~of directors, subject to ~~any~~applicable ~~restrictions~~laws, ~~that~~and ~~may~~will bedepend ~~imposed~~on byour financial condition, operating results, capital requirements, general business conditions and other factors that our ~~lenders~~board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans.

The following table provides information as of December 31, ~~2023~~2025 with respect to securities that may be issued under our equity compensation plans:

Plan Category Number ~~ofSecurities~~of Securities to ~~beIssued~~be ~~uponExercise~~Issued ~~ofOutstandingOptions~~upon Exercise of Outstanding Options, Warrants ~~andRights~~and ~~WeightedAverageExercisePrice~~Rights ~~ofOutstandingOptions~~Weighted Average Exercise Price of Outstanding Options, Warrants ~~andRights~~and Rights Number ~~ofSecuritiesRemainingAvailable~~of ~~forFuture~~Securities ~~IssuanceUnder~~Remaining ~~EquityCompensationPlans~~Available for Future Issuance Under Equity Compensation Plans (~~ExcludingSecuritiesReflected~~Excluding Securities Reflected in ~~theFirst~~the First Column) Equity compensation plans approved by security holders — $ — — Equity compensation plans not approved by security holders — — — Total — $ — $ —

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in the proxy statement filed with the SEC on November 8, 2023. Unless the context otherwise requires, all references in this section to the “Combined Company” refer to Solidion and its wholly owned subsidiaries after giving effect to the Transactions.

Introduction

The following unaudited pro forma condensed combined financial statements of Solidion present the combination of the historical financial information of Nubia and Solidion adjusted to give effect for intercompany eliminations between Nubia and Solidion. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024, combines the historical statements of operations of Nubia from the period of January 1, 2024 to February 2, 2024 and Solidion for the six months ended June 30, 2024 on a pro forma basis.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

• the accompanying notes to the unaudited pro forma condensed combined financial statements;

• the historical unaudited financial statements of Solidion as of and for the six months ended June 30, 2024 and the related notes thereto, included elsewhere in this prospectus;

• the historical audited financial statements of Solidion as of and for the year ended December 31, 2023 and the related notes thereto, included elsewhere in this prospectus;

• the historical audited financial statements of Nubia as of and for the year ended December 31, 2023 and the related notes thereto, included elsewhere in this prospectus; and

• the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information relating to Solidion included elsewhere in this prospectus.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what Solidion’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Solidion. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The parties believe that the assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Description of transaction

Merger

Nubia has entered into the Merger Agreement with HBC and certain other entities, which closed on February 2, 2024. The purchase price is $700,000,000, minus $2,000,000 (plus any additional interest or penalties) for the G3 Tax Lien, subject to certain adjustments, including a share based contingent earn out of $225,000,000, which will be paid in Nubia stock at a value of $10.00 per share.

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The per-share valuation of $10.00 utilized in the Merger Agreement was set solely for the purposes of determining how many shares to issue in the Business Combination and does not reflect the actual price that the shares may be valued at following the Business Combination.

The unaudited pro forma condensed combined information contained herein assumes that Nubia stockholders approve the Business Combination. Pursuant to the Existing Charter, public stockholders are being offered the opportunity to redeem, upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as of two business days prior to the Closing). Pursuant to the Existing Charter, all holders of Public Shares may vote in favor of the Business Combination and still exercise their redemption rights.

The Merger between Nubia and HBC is accounted for as a reverse recapitalization with HBC as the accounting acquirer.

Forward Purchase Agreement

On December 13, 2023, NUBI entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller” or “Forward Purchase Investors”) (the “Forward Purchase Agreement”). For purposes of the Forward Purchase Agreement, NUBI is referred to as the “Counterparty” prior to the consummation of the Business Combination, while Solidion Technology, Inc. (“Pubco”) is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share, of NUBI (“NUBI Shares”) outstanding following the closing of the Business Combination, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”). Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

The Forward Purchase Agreement provides for a prepayment shortfall in an amount in U.S. dollars equal to 0.50% of the product of the Recycled Shares and the Initial Price (as defined below). As described below in Shortfall Sales, Seller in its sole discretion may sell Recycled Shares at any time following the Trade Date at any sales price without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 100% of the Prepayment Shortfall (as set forth under Shortfall Sales below) (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and (b) an Optional Early Termination, subject to the terms and conditions of the Forward Purchase Agreement applicable to Terminated Shares, when an OET Notice is delivered under the Forward Purchase Agreement, in each case with the delivery of such notice being in the sole discretion of Seller (as further described in the “Optional Early Termination” and “Shortfall Sales” sections in the Forward Purchase Agreement).

The Forward Purchase Agreement provides that Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (a) the sum of (i) the Number of Shares as set forth in a Pricing Date Notice, plus (ii) number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, and as amended from time to time (the “Certificate of Incorporation”), less (b) the Prepayment Shortfall.

The Counterparty will pay to Seller the Prepayment Amount required under the Forward Purchase Agreement directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in the Counterparty’s initial public offering and the sale of private placement warrants (the “Trust Account”), no later than the earlier of (a) one Local Business Day after the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination; except that to the extent that the Prepayment Amount is to be paid from the purchase of Additional Shares by Seller, such amount will be netted

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against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares under the Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount. In addition to the Prepayment Amount, Counterparty shall pay directly from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to 200,000 (with such final amount to be determined by Seller in its sole discretion via written notice to Counterparty) and (y) the Initial Price.

Following the Closing, the reset price (the “Reset Price”) will initially be the Initial Price. The Reset Price will be subject to reset on a bi-weekly basis commencing the first week following the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks; provided the Reset Price shall be subject to reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.

From time to time and on any date following the Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward Purchase Agreement, Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to the Counterparty (the “OET Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) the next Payment Date following the OET Date (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)). The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from Seller, and Seller shall pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date. The payment date may be changed within a quarter at the mutual agreement of the parties.

The valuation date will be the earliest to occur of (a) the date that is three (3) years after the date of the closing of the Business Combination (the date of the closing of the Business Combination, the “Closing Date”) pursuant to the Merger Agreement, (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, any Additional Termination Event, and (c) the date specified by Seller in a written notice to be delivered to the Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier than the day such notice is effective). The Valuation Date notice will become effective immediately upon its delivery from Seller to the Counterparty in accordance with the Forward Purchase Agreement. In the event the Valuation Date is determined pursuant to clause (c), the Settlement Amount Adjustment will not apply to the calculation of the Settlement Amount.

On the Cash Settlement Payment Date, which is the tenth Local Business Day immediately following the last day of the Valuation Period, Seller will remit to the Counterparty an amount equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Prepayment Amount and the Counterparty shall remit to Seller the Settlement Amount Adjustment; provided that, if the Settlement Amount less the Settlement Amount Adjustment is a negative number, then neither Seller nor the Counterparty shall be liable to the other party for any payment under the “Cash Settlement Payment” Date section of the Forward Purchase Agreement.

Seller has agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under NUBI’s Certificate of Incorporation that would require redemption by NUBI of the NUBI Shares. Such waiver may reduce the number of NUBI Shares redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934.

Non-Redemption Agreement

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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 special meeting of NUBI stockholders to be held for the purpose of approving the Business Combination (the “Special Meeting”); provided, however, that in the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Shares for redemption, Backstop Investor shall rescind or reverse such redemption request prior to Closing and NUBI shall accept such request(s) promptly once submitted by Backstop Investor.

Upon consummation of the business combination, NUBI shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares a payment in respect of Backstop Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Shares and (y) the Redemption Price, less $4.00.

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Pro Forma InformationUNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONSFOR SIX MONTHS ENDED JUNE 30, 2024(in thousands, except per share data)

	Solidion (Historical)			Nubia (Historical)		Pro Forma Adjustments	Pro Forma Combined
Revenues	$	—		—			—
Cost of revenue		—		—			—
Gross profit		—		—			—
Operating costs and expenses:
Research and development		1,130		—			1,130
Selling, general and administrative expenses		5,563		19,120			24,683
Total operating costs and expenses		6,693		19,120			25,813
Income (Loss) from operations		(6,693	)	(19,120	)		(25,813	)
Other income (expense):
Change in fair value of derivative liabilities		16,784		(16,425	)		359
Issuance of common stock and warrants		(17,821	)	—			(17,821	)
Interest income		0		0			0
Interest expense		23		(127	)		(150	)
Other income (expense)		4		0			4
Total other income (expense)		(1,055	)	(16,552	)		(17,607	)
Net income (loss) before income tax provision		(7,748	)	(35,672	)		(43,420	)
Income tax provision		—		—			—
Net income (loss)		(7,748	)	(35,672	)		(43,420	)

	Solidion (Historical)		Nubia (Historical)		Pro Forma Combined
Weighted average shares outstanding – Common stock	82,556,000		—		—
Basic and diluted net income (loss) per share – Common stock	(0.09	)	—		—
Weighted average shares outstanding – Class A common stock subject to redemption	—		2,293,741		84,849,741
Basic and diluted net income (loss) per share – Class A common stock subject to redemption	—		(6.48	)	(0.51	)
Weighted average shares outstanding – Class A & B non-redeemable common stock	—		3,211,000		—
Basic and diluted net income (loss) per share – Class A & B non-redeemable common stock	—		(6.48	)	—

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2023

	Solidion(Historical)		Nubia(Historical)	Pro FormaAdjustments			Pro FormaCombined
ASSETS
Current assets:
Cash and cash equivalents	$	1	20	42,994		A	$	125
				(4,323	)	B
				(5,011	)	C
				(17,834	)	H
				(13,938	)	E
				(2,194	)	J
				(80	)	J
				(150	)	N
				640		O
Accounts receivable		2	—					2
Receivable from Parent		188	—	(188	)	L		—
Inventory		23	—					23
Prepaid expenses and other current assets		44	86					130
Derivative asset		—	28,245	(10,146	)	J		18,099
Total current assets		258	28,351	(10,230	)			18,379
Non-current assets:
Cash and marketable securities held in Trust Account		—	42,994	(42,994	)	A		—
Patents, net		1,853	—					1,853
Property and equipment, net		2,319	—					2,319
Total non-current assets		4,172	42,994	(42,994	)			4,172
TOTAL ASSETS		4,430	71,345	(53,224	)			22,551
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable and accrued expenses		145	2,131	(758	)	C		1,429
				(89	)	N
Income taxes payable		—	906					906
Excise taxes payable		—	890					890
Funds payable to redeemed shareholders		—	17,834	(17,834	)	H		—
Derivative liabilities		—	46,729	(20,133	)	J		26,596
Advances from Related Party		—	333	(333	)	K		—
Due to Related Party		—	—	873		N		812
				89		N
				(150	)	N
Advances from Target		—	188	(188	)	L		—
Payable to Parent		873	—	(873	)	N		—
Promissory Note		—	—	2,200		M		2,200

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)AS OF DECEMBER 31, 2023

	Solidion (Historical)	Nubia (Historical)		Pro Forma Adjustments			Pro Forma Combined
Convertible notes payable	—	905		(905	)	K	—
				640		O
				(640	)	K
Convertible note payable – sponsor	—	1,297		(1,297	)	K	—
Total current liabilities	1,018	71,213		(39,398	)		32,833
Non-current liabilities:
Deferred underwriting fee payable	—	4,323		(4,323	)	B	—
Total non-current liabilities	—	4,323		(4,323	)		—
Total liabilities	1,018	75,536		(43,721	)		32,833
COMMITMENTS AND CONTINGENCIES
Temporary equity:
Common stock subject to possible redemption	—	24,343		(24,343	)	D	—
Stockholders’ equity (deficit):
Class A common stock	—	—		7		I	7
Class B common stock	—	—					—
Additional paid-in capital	3,412	—		24,343		D	66,289
				(28,534	)	G
				66,100		F
				(7	)	I
				3,175		K
				(2,200	)	M
Accumulated deficit	—	(28,534	)	28,534		G	(76,578	)
				(66,100	)	F
				(4,253	)	C
				7,713		J
				(13,938	)	E
Total shareholders’ equity (deficit)	3,412	(28,534	)	14,840			(10,282	)
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT	4,430	71,345		(53,224	)		22,551

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONSFOR YEAR ENDED DECEMBER 31, 2023(in thousands, except per share data)

	Solidion(Historical)			Nubia(Historical)			Pro FormaAdjustments				Pro FormaCombined
Revenues	$	7		$	—		$	—			$	7
Cost of revenue		—			—			—				—
Gross profit		7			—			—				7
Operating costs and expenses:
Research and development		3,204			—							3,024
Selling, general and administrative expenses		2,306			3,510			5,011		CC		10,827
Total operating costs and expenses		5,330			3,510			5,011				13,851
Income (Loss) from operations		(5,330	)		(3,510	)		(5,011	)			(13,844	)
Other income (expense):
Change in fair value of derivative liability					(18,484	)		(6,225	)	DD		(24,709	)
Interest earned on investments held in Trust account					3,788			(3,788	)	AA
Interest income					9							9
Other income (expense)		(2	)		—							(2	)
Total other income (expense)		(2	)		(14,687	)		(10,013	)			(24,702	)
Net income (loss) before income tax provision		(5,325	)		(18,197	)		(15,024	)			(38,546	)
Income tax provision		—			(1,580	)		1,580		BB		—
Net income (loss)		(5,325	)		(19,777	)		(13,444	)			(38,546	)

	Solidion(Historical)		Nubia(Historical)		Pro FormaCombined
Weighted average shares outstanding – Common stock	1,000		—		—
Basic and diluted net income per share – Common stock	(5,325	)	—		—
Weighted average shares outstanding – Class A common stock subject to redemption	—		7,654,886		82,058,138
Basic and diluted net income (loss) per share – Class A common stock subject to redemption	—		(1.82	)	(0.47	)
Weighted average shares outstanding – Class A & B non-redeemable common stock	—		3,211,000		—
Basic and diluted net income (loss) per share – Class A & B non-redeemable common stock	—		(1.82	)	—

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Description of the Transaction

Merger

On February 2, 2024, Nubia consummated the previously announced Merger with Honeycomb Battery Company, which was renamed “Solidion Technology, Inc.” upon Closing. The purchase price is $700,000,000, minus $2,000,000 (plus any additional interest or penalties) for the G3 Tax Lien filed against, subject to certain adjustments, including a share based contingent earn out of $225,000,000, which will be paid in Nubia stock at a value of $10.00 per share.

Forward Purchase Agreement

On December 13, 2023, Nubia entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller” or “Forward Purchase Investors”) (the “Forward Purchase Agreement”). For purposes of the Forward Purchase Agreement, NUBI is referred to as the “Counterparty” prior to the consummation of the 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 Forward Purchase Agreement.

Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share, of NUBI (“NUBI Shares”) outstanding following the closing of the 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 Counterparty will pay to Seller the Prepayment Amount required under the Forward Purchase Agreement directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in the Counterparty’s initial public offering and the sale of private placement warrants (the “Trust Account”), no later than the earlier of (a) one Local Business Day after the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Merger; except that to the extent that the Prepayment Amount is to be paid from the purchase of Additional Shares by Seller, such amount will be netted against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of

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Shares under the Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount. In addition to the Prepayment Amount, Counterparty shall pay directly from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to 200,000 (with such final amount to be determined by Seller in its sole discretion via written notice to Counterparty) and (y) the Initial Price.

Following the Closing, the reset price (the “Reset Price”) will initially be the Initial Price. The Reset Price will be subject to reset on a bi-weekly basis commencing the first week following the thirtieth day after the closing of the 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 valuation date will be the earliest to occur of (a) the date that is three (3) years after the date of the closing of the Merger (the date of the closing of the Merger, the “Closing Date”) pursuant to the Merger Agreement, (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, any Additional Termination Event, and (c) the date specified by Seller in a written notice to be delivered to the Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier than the day such notice is effective). The Valuation Date notice will become effective immediately upon its delivery from Seller to the Counterparty in accordance with the Forward Purchase Agreement. In the event the Valuation Date is determined pursuant to clause (c), the Settlement Amount Adjustment will not apply to the calculation of the Settlement Amount.

Seller has agreed to waive any redemption rights with respect to the Recycled Shares in connection with the Merger as well as any redemption rights under NUBI’s Certificate of Incorporation that would require redemption by NUBI of the NUBI Shares. Such waiver may reduce the number of NUBI Shares redeemed in connection with the Merger, and such reduction could alter the perception of the potential strength of the Merger. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Merger, including Rule 14e-5 under the Securities Exchange Act of 1934.

On February 2, 2024, upon consummation of the Merger, NUBI made a payment to each Forward Purchase Investor in respect of their respective Recycled Shares. This payment totaled 7,352 shares and included a cash payment of $80,241 released from the Trust Account. The payment was calculated as an amount equal to (a) the number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, as amended from time to time (the “Certificate of Incorporation”), less (b) the Prepayment Shortfall. Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors of $2,193,800 from the trust account as reimbursement for the 200,000 consideration shares.

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On January 17, 2024, the Company received a Pricing Date Notice from the Forward Purchase Investors specifying 5,838,537 Additional Shares. On March 22, 2024, the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 8,038,537. On June 11, 2024 the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 9,543,002. As of June 30, 2024, the Additional Shares had not been issued to the Forward Purchase Investors.

On July 17, 2024, plaintiffs Meteora Capital Partners LP, Meteora Select Trading Opportunities Master LP and Meteora Strategic Capital LLC brought a lawsuit against Solidion in Delaware Chancery Court seeking specific performance and monetary damages related to the Forward Purchase Agreement. As a result of the ongoing legal proceedings, the Company expects to receive an amended Pricing Date Notice, which will revise the total number of Additional Shares to 8,996,779. This anticipated revision has been considered in the fair valuation of the related financial instrument. For further details, refer to Note 16 — Subsequent Events. Additionally, the fair value measurement of this instrument, reflecting the anticipated outcome, is discussed in Note 15 — Fair Value Measurements.

The Company used a Monte Carlo analysis to determine the fair value of the FPA, assuming a total number of Additional Shares of 8,996,779. The model measured the total present value of the Company’s proceeds at approximately $216,967 and the total present value of the Company’s liability at approximately $5,032,777, resulting in a net liability of approximately $4,815,800 as of June 30, 2024. In the event the total number of Additional Shares is 9,543,002, as contemplated in the Pricing Date Notice dated June 11, 2024, the total present value of the Company’s proceeds would change to $245,051, and the total present value of the Company’s liability would change to $5,403,534, resulting in a net liability of approximately $5,158,483.

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 consummation of the Merger, NUBI paid to each Backstop Investor a payment in respect of its respective Backstop Shares a payment in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Shares and (y) the Redemption Price, less $4.00. The total cash payment paid to Backstop Investors was $13,937,997 released from the trust account.

Note 2 — Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The historical financial information of Nubia and Solidion include accounting adjustments to illustrate the estimated effect of intercompany eliminations and certain other adjustments to provide relevant information necessary for an understanding of Solidion upon consummation of the Merger described herein.

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 will be stated at their historical carrying amounts with no goodwill or intangible assets recognized in accordance with U.S. GAAP. The Merger with respect to HBC will not be treated as a change in control due primarily

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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 will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of HBC issuing stock for the net liabilities of Nubia, accompanied by a recapitalization.

The unaudited pro forma condensed combined financial information does not reflect the income tax effects of the transaction accounting adjustments as any change in the deferred tax balance would be offset by an increase in the valuation allowance given the companies’ incurred losses during the historical period presented.

Up to 22,500,000 Earnout Shares are issuable during the four-year period after the Closing Date to G3 upon satisfaction of certain stock price performance conditions and other terms of the Merger Agreement. As the business combination will be accounted for as a reverse recapitalization, the issuance of the Earnout Shares to G3 is anticipated to be accounted for as an equity transaction. Since the Earnout Shares are payable to G3, which will be the accounting acquirer in the business combination, the accounting for the Earnout Shares arrangement does not fall under FASB ASC Topic 805, “Business Combinations.”

The accounting for the Earnout Shares was first evaluated under FASB ASC Topic 718, “Compensation-Stock Compensation,” to determine if the arrangement represents a share-based payment arrangement. As part of our preliminary analysis, it was determined that the Earnout Shares do not represent share-based payment arrangements. The accounting for the Earnout Shares was also evaluated under FASB ASC Topic 480, “Distinguishing Liabilities from Equity,” to determine if the arrangement should be classified as a liability. As part of that preliminary analysis, it was determined that the Earnout Shares did not meet the criteria to be accounted for as a liability. Additionally, the Earnout Shares were evaluated under FASB ASC Topic 815, “Derivatives.” As part of that preliminary analysis, it was determined that the Earnout Shares met the definition of a derivative; however, they meet the scope exception criteria as they were clearly and closely related to the entity’s own stock, and met the criteria for equity treatment. We specifically considered the control of control provision in assessing the scope exception for an entity’s own stock. The Merger Agreement provides that the Company will issue to the Honeycomb shareholders aggregate consideration of 70,000,000 shares of the Combined Company’s common stock at the effective time of the Merger Agreement, plus up to an additional 22,500,000 shares of the Combined Company’s common stock (the “Earnout Shares”) upon the occurrence of the achievement of certain volume weighted average prices (“VWAP”) of its common stock. Further, upon a change of control of the Combined Company the Earnout Shares are due Honeycomb shareholders but subject to (and only to the extent that) the valuation of the Combined Company’s common stock implied by such change of control transaction meeting the VWAP. In evaluating the change of control provision under step two, the Company determined that the change of control provision includes a stock price element and that the manner in which the change in control price is determined and VWAP are both reasonable means in which to measure the fair value of the Company’s stock as the change of control price is based on the implied value of the change of control transaction and as such the change of control provision is considered indexed to the Company’s own stock. The Combined Company’s common stock valuation price per share in a change of control transaction will be calculated by dividing the transaction price by the number of outstanding shares of the Combined Company that includes the Earnout Shares issuable at such time in accordance with terms of the Merger Agreement (as amended). The unaudited pro forma condensed combined financial information reflects an adjustment to accumulated deficit and additional paid in capital for the estimated fair value of the Earnout Shares.

Note 3 — Transaction Accounting Adjustments to the Nubia and Solidion Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2023, are as follows:

(A) Reflects the reclassification of $43.0 million of cash and cash equivalents held in the Trust Account at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs of the Company.

(B) Reflects the payment of $4.3 million of deferred underwriters’ fees. The fees were paid at the Closing out of the trust account.

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(D) Reflects the reclassification of approximately $24.3 million of common stock subject to possible redemption to permanent equity and conversion of 3.2 million Class B common stock shares to Class A common stock related to the Sponsor and Representative Shares to the underwriter.

(E) Reflects payment under the Non Redemption Agreement (see Note 1).

(F) Reflects the fair value ($66 million) of merger earn out consideration of 22.5 million shares based on Company’s stock market price subject to term limits.

The Company utilized a Monte Carlo simulation analysis to determine the fair value of the earnout. In a Monte Carlo simulation, a computer is used to generate random price movements, which are constrained by the expected volatility of the underlying security. The Company considered dilution into the valuation of the earnout based on the number of additional shares to be received by the Honeycomb shareholders and the expected capitalization table upon closing.

The accounting for the Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement. Because there are no service conditions nor any requirement of the participants to provide goods or services, the Company determined that the Earnout Shares are not within the scope of ASC 718.

Next, the Company determined that the Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40. Based upon the analysis, the Company concluded that the Earnout Shares should not be classified as a liability under ASC 480.

The Company next considered the equity classification conditions in ASC 815-40-25 and concluded that all of them were met. Therefore, the Earnout Share arrangement is appropriately classified in equity. We specifically considered the control of control provision in assessing the scope exception for an entity’s own stock. The Merger Agreement provides that the Company will issue to the Honeycomb shareholders aggregate consideration of 70,000,000 shares of the Combined Company’s common stock at the effective time of the Merger Agreement, plus up to an additional 22,500,000 shares of the Combined Company’s common stock (the “Earnout Shares”) upon the occurrence of the achievement of certain volume weighted average prices (“VWAP”) of its common stock. Further, upon a change of control of the Combined Company the Earnout Shares are due Honeycomb shareholders but subject to (and only to the extent that) the valuation of the Combined Company’s common stock implied by such change of control transaction meeting the VWAP. In evaluating the change of control provision under step two, the Company determined that the change of control provision includes a stock price element and that the manner in which the change in control price is determined and VWAP are both reasonable means in which to measure the fair value of the Company’s stock as the change of control price is based on the implied value of the change of control transaction and as such the change of control provision is considered indexed to the Company’s own stock. The Combined Company’s common stock valuation price per share in a change of control transaction will be calculated by dividing the transaction price by the number of outstanding shares of the Combined Company that includes the Earnout Shares issuable at such time in accordance with terms of the Merger Agreement (as amended).

As the merger is accounted for as a reverse recapitalization, the fair value of the Earnout Share arrangement will be accounted for as an equity transaction as of the closing date of the merger. As such, this adjustment to accumulated deficit and additional paid in capital is for the estimated fair value of the Earnout Shares.

(G) Reflects the reclassification of Nubia’s historical accumulated deficit.

(H) Reflects the actual redemption of approximately 1.6 million shares of common stock for approximately $17.8 million

(I) Represents the issuance of 70.0 million shares of the company’s Class A common stock to HBC equity holders as consideration for the reverse recapitalization.

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(J) Reflects the change in fair value of the FPA and NRA.

The Company has determined the FPA and NRA are derivatives, which are recorded at fair value on the balance sheet with changes in fair value recorded in the statements of operations.

The Company utilized a Monte Carlo simulation to determine the fair value of the FPA and NRA. In a Monte Carlo simulation, a computer is used to generate random price movements, which are constrained by the expected volatility of the underlying security.

(K) Settlement of notes through issuance of Class A common shares.

(L) Reflects the offset of certain receivables and payables with the same counterparty.

(M) Reflects a note for $2.2 million was issued for transaction expenses

(N) Reflect payment and adjustment to related party balance

(O) Represents drawings under SPAC’s convertible notes prior to the Closing for the purposes of extension contribution into trust account and payment of transaction expenses.

Note 4 — Transaction Accounting Adjustments to the Nubia and Solidion Unaudited Pro Forma Condensed Combined Statement of Operations for Year Ended December 31, 2023

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for year ended December 31, 2023 are as follows:

(AA) Reflects the elimination of interest income in the Trust Account

(BB) Reflects the elimination of taxes related to interest income in the trust.

(CC) Reflects transaction costs

(DD) Reflects the change in the derivative fair value

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Restatement of Previously Issued Financial Statements

The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated and combined financial statements and the related notes thereto included in this report. This report restates amounts as of and for the quarter ended June 30, 2023, included in our Definitive Proxy Statement dated November 8, 2024. See Note 2 - “RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS” in “Unaudited Condensed Consolidated and Combined Financial Statements”, for additional information. The impact of the restatement is reflected in Management’s Discussion and Analysis of Financial Condition and Results of Operations below.

Overview

Solidion Technology, Inc. is aan ~~Dallas, TX, USA-based~~ advanced battery technology company focused on the development and commercialization of next-generation battery materials, components, ~~cells,~~ and ~~selected~~energy ~~module/pack~~storage ~~technologies~~solutions. ~~Solidion~~Headquartered ~~is recognized as a global leader~~ in ~~intellectual~~Dallas, ~~property~~Texas, inwith ~~both~~research ~~the~~and ~~high-capacity~~development ~~anode~~(R&D) and ~~the~~manufacturing ~~high-energy~~operations ~~solid-state~~in ~~battery~~Dayton, ~~as recognized by KnowMade~~Ohio, ~~a French company that specializes in research and analysis of scientific and patent information.~~ Solidion is ~~uniquely~~dedicated ~~positioned~~ to ~~offer~~transforming ~~advanced~~the ~~anode~~energy ~~materials~~storage ~~(delivering~~landscape aby ~~specific~~addressing ~~capacity~~key ~~from~~limitations ~~300~~in tocurrent ~~3,500+ milliampere-hours per gram mass (“mAh/g”)) as well as silicon-rich all-solid-state~~ lithium-ion ~~cells, anodeless lithium metal cells,~~ and ~~lithium-sulfur~~emerging ~~cells,~~battery ~~each featuring an advanced polymer or hybrid solid electrolyte that is most process-friendly~~technologies.

~~Our~~The ~~Technologies~~Company specializes in high-performance silicon-rich anode materials, solid-state battery technology, and ~~Products~~fire-retardant electrolytes, aiming to enhance the energy density, safety, and cost-effectiveness of lithium-ion batteries. Solidion’s proprietary innovations include graphene-enabled batteries, elastomer-protected electrodes, quasi-solid and solid-state electrolytes, and biochar-derived anode materials, providing sustainable and scalable solutions for the electric vehicle (EV), energy storage system (ESS), and consumer electronics markets.

~~Anode~~Solidion holds an extensive intellectual property (IP) portfolio with over 345 active patents (pending and granted) globally, positioning the Company as a leader in silicon anode and solid-state battery technology. Its innovative silane-free production processes for silicon-based anode materials allow for lower manufacturing costs and improved scalability. Additionally, its fire-retardant and polymer-based electrolytes enable safer, high-energy-density batteries compatible with existing lithium-ion cell production infrastructure.

~~Our~~A ~~products~~key ~~include~~milestone ~~graphite-based~~in ~~anode~~Solidion’s ~~materials.~~technological ~~What~~advancements ~~makes~~is ~~us be different from other manufacturers would be that~~ the ~~Company~~successful ~~will~~development ~~have the flexibility to use raw materials from sustainable sources. In order to reach the ambitious goal~~ of ~~net~~a ~~zero~~high-energy ~~greenhouse~~cylindrical ~~gas emission by 2050~~cell, ~~thorough~~which ~~examination~~achieves ofan ~~the~~exceptional ~~entire supply chain line can show insufficiencies. With the increasing trend of EVs on the road, proliferation of renewable~~ energy ~~— battery~~ ~~systems,~~density ~~the scrutiny~~ of ~~battery~~305 ~~material production impacts on the environment becomes increasingly relevant. Graphite is currently indispensable as a battery anode material~~Wh/kg, ~~dominating~~significantly ~~the~~higher ~~vast~~than ~~majority~~conventional ~~of the rechargeable battery market due to its long~~lithium-~~term~~ion ~~cycle~~batteries, ~~life~~which ~~and~~typically ~~low~~range ~~cost of production. Synthetic graphite is currently produced almost exclusively from petroleum coke and pitch. Solidion proposes to manufacture battery~~between 240-~~grade~~260 ~~anode materials by introducing renewable and carbon negative biochar produced from waste biomass as alternative feedstock~~Wh/kg. ByThis ~~collecting~~innovation ~~dead~~not ~~trees,~~only ~~trimming,~~enhances ~~and other waste biomass,~~ the ~~process~~range ~~of creating biochar sequesters the elemental carbon~~ and ~~prevents~~performance ~~the release~~ of ~~carbon~~EVs asbut ~~green-house~~also ~~gas~~underscores through natural decomposition or wildfires. Hence the process of converting waste biomass to biochar has been shown to be carbon neutral or even negative depending on the end use of the biochar. Given that biochar when mixed into soil, can remain sequestered for scale of thousand years, it will likely remain as sequestered carbon in a sealed cell until recycled and reused, hence prolonging its sequestered state. Solidion’s ~~has~~ability ~~developed a process technology that is expected~~ to ~~allow~~deliver ~~cost~~cutting-~~effective~~edge ~~production~~solutions offor ~~anode~~high-~~grade~~energy ~~graphite from this unique sustainable source. Subject to the Supply~~ and ~~License Agreement we entered into with G3, Solidion is allowed to manufacture graphene and graphite products for use in our battery~~high-~~related~~power ~~products and prohibits resale of the manufactured graphene and graphite products other than after modification to create electrode materials~~applications.

72The Company has established strategic partnerships with leading industry players, including Giga Solar Materials Corp. and Bluestar Materials Company, to advance the production and commercialization of silicon oxide (SiOx) anode materials in the U.S. These collaborations, along with Solidion’s ongoing engagement with EV original equipment manufacturers (OEMs) and toll-manufacturing partners, position the Company to accelerate the adoption of its next-generation battery solutions.

On November 14, 2024, we adopted a strategic Bitcoin allocation policy for our Corporate Treasury. As part of this strategy, Solidion is committed to leveraging Bitcoin as a long-term store of value. The Company will allocate excess cash from operations toward Bitcoin purchases, subject to board approval. Additionally, interest earnings from cash held in money market accounts will be converted into Bitcoin. The Company also plans to allocate a portion of future capital raises to Bitcoin acquisitions, demonstrating a sustained commitment to integrating Bitcoin into its financial strategy. For fiscal year 2024, the Company did not identify excess cash from operations for Bitcoin purchases. The Company did not conduct any capital raise activities between the date of its announcement and the end of the reporting period and, as a result, did not allocate any proceeds toward Bitcoin purchases.

Solidion is committed to advancing battery technology through continuous R&D efforts, expanding manufacturing capabilities, and optimizing supply chain sustainability. By integrating cutting-edge materials and scalable production methods, Solidion aims to deliver high-performance, cost-effective, and environmentally sustainable battery solutions that address the increasing demand for electrified mobility and renewable energy storage.

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~~Solidion~~Our has also developed a cost-effective graphene/silicon or graphene/SiOx composite anode material that enables a significantly higher energy density (for example, an expected 20-30% increase in the EV driving range) likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour (“kWh”). Graphene has proven to be effective in resolving the battery capacity decay problem caused by repeated volume expansion/shrinkage of silicon. Solidion provides silicon-rich or SiOx-rich high-capacity anode materials that exhibit outstanding performance-to-cost ratio and aims to significantly extend the EV driving range on one battery charge. Additionally, Tesla suggested on its 2020 “Battery Day” that the best silicon anode should have low-cost silicon particles with a simple design to reduce material cost, instead of highly engineered structures such as the Chemical Vapor Deposition process (“CVD”) used by our competitors. It should also have elastic, ion-conducting polymer coating that protects these silicon particles, as well as highly elastic binder and some electrode design used in the anode to maintain structural integrity of the electrode. We also have patents that cover these desired features of silicon anode materials.Products

~~Safer~~Anode ~~Batteries~~Materials Our product portfolio includes graphite-based anode materials, distinguished by our commitment to utilizing raw materials from sustainable sources. As part of our efforts to contribute to the goal of net-zero greenhouse gas emissions by 2050, we are scrutinizing our entire supply chain to identify opportunities for reducing environmental impacts. Graphite, a critical component in rechargeable batteries due to its longevity and cost-efficiency, is traditionally derived from petroleum coke and pitch. Solidion’s innovative approach introduces biochar produced from waste biomass as an alternative feedstock. This sustainable process not only sequesters carbon but may also result in carbon-negative production. By leveraging biochar, Solidion aims to produce anode-grade graphite with exceptional performance. By the end of 2024, Solidion’s anode materials containing biochar-derived materials have achieved a capacity of over 340 mAh/g and comparable cycle life to conventional graphite anodes, marking a significant step towards more environmentally responsible battery manufacturing. Solidion has also developed a series of silicon and SiOx anode materials that enable a significantly higher energy density (for example, an expected 20-30% increase in the EV driving range) likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour (“kWh”) when production in scale occurs. The specific capacity of these products range from 1,300 to 2,800 mAh/g aiming to suit different applications including EV, energy storage stations, drones, and consumer electronics.

WeBattery ~~plan~~Cells toTo ~~produce~~rigorously ~~batteries~~validate ~~that bridge~~ the performance ~~and~~of ~~time-to-market~~its ~~gaps.~~innovative Aanode ~~drop-in~~materials, ~~solution~~Solidion is ~~expected~~actively toengaged bein ~~compatible~~the ~~with~~development ~~today’s manufacturing process~~ and ~~equipment.~~testing ~~There~~of ~~are~~a ~~two~~diverse ~~paths~~portfolio weof ~~expect to narrow the gap between today’s~~ battery ~~technology and future solid-state performance: silicon-rich solid-state lithium-ion~~ cells ~~and solid-state lithium metal batteries, which we expect to be ready for commercialization in two to three years~~. ~~Higher~~By ~~energy density and solid-state electrolytes are~~ the ~~key~~close ~~to the next generation~~ of EV2024, ~~batteries.~~Solidion, EVin ~~batteries~~collaboration ~~must~~with ~~deliver~~strategic ~~a higher energy density for extended driving range~~partners, ~~contain~~has ~~only~~successfully ~~safe~~constructed ~~quasi-solid~~and orevaluated ~~solid-state~~over ~~electrolytes~~three ~~for~~distinct ~~safety,~~types ~~improved~~of ~~designs~~cylindrical ~~at the material-~~cells, ~~cell-,~~each ~~and~~featuring ~~module/pack-levels~~either ~~for~~our ~~fast~~advanced ~~charging,~~silicon ~~and~~(Si) ~~lower anode and/~~or ~~cathode costs per kilowatt~~graphite-~~hour~~based ~~for~~anodes. ~~lower~~These ~~battery~~cells ~~costs.~~showcase ~~Our~~a ~~team’s~~wide ~~15 years~~range of ~~battery~~capabilities, ~~research~~with ~~and~~capacities ~~development~~spanning ~~efforts~~from ~~have been precisely directed at addressing these issues~~4.6 ~~Briefly speaking, we plan~~ to ~~produce~~an ~~the~~impressive ~~following batteries:~~5.5Ah.

~~• Generation~~Notably, ~~1: Solid-state~~our ~~lithium~~high-~~ion~~energy ~~cells~~5.5Ah ~~featuring~~21700 cylindrical cell represents a ~~silicon~~significant leap forward in battery technology. This cell not only achieves an exceptional energy density of 305 Wh/kg, surpassing the typical 240-~~rich~~260 ~~anode~~Wh/kg offered by established Asian manufacturers in the same high-energy category, but also delivers superior power performance. It boasts a continuous charging and discharging capability exceeding 2C, a ~~quasi-solid~~substantial orimprovement ~~polymer-inorganic~~over ~~composite~~the ~~electrolyte~~performance ~~(intended~~less tothan be1C ~~launched~~typically seen in ~~2026)~~competitor products. This combination of high energy density and robust power handling makes our 5.5Ah cell ideally suited for applications demanding both sustained energy delivery and moderate to high power output, such as advanced electric vehicles and high-performance portable electronics.

~~• Generation~~Furthermore, ~~2: Solid-state~~Solidion ~~lithium~~is ~~metal~~actively ~~cells~~developing ~~featuring~~cell avariants ~~thin~~tailored ~~lithium~~for ~~metal~~applications ~~anode~~requiring oreven anhigher ~~initially~~power ~~lithium~~capabilities. ~~metal-free~~These ~~anode~~cells ~~(“anode~~have already demonstrated impressive fast-~~less”)~~charging capabilities, exceeding 3C, enabling rapid replenishment of energy and aminimizing ~~polymer~~downtime. This focus on high-~~inorganic~~power ~~composite~~cells ~~electrolyte~~underscores ~~(expected~~our ~~2026);~~commitment ~~and~~to addressing the diverse needs of the evolving energy storage market.

~~• Generation~~Beyond ~~3: Solid~~anode advancements, Solidion is also pioneering the development of next-~~state~~generation ~~lithium~~electrolytes. As previously mentioned, we have successfully formulated fire-~~sulfur~~retardant and quasi-solid electrolytes, demonstrating their performance through the construction of small prototype cells. ~~featuring~~These electrolytes represent a ~~lithium~~significant ~~metal~~step ~~anode~~towards enhancing battery safety, a ~~sulfur~~critical orconsideration ~~conversion~~in today’s demanding applications. Looking ahead, Solidion intends to scale up production of these electrolyte-~~type~~based ~~cathode~~cells, ~~and~~manufacturing anlarger format cells in ~~situ~~common ~~curable~~practical ~~polymer~~sizes. This initiative will not only validate the performance of our advanced electrolytes in real-~~inorganic~~world ~~composite~~scenarios ~~electrolyte~~but ~~(expected~~also ~~2027)~~pave the way for the development of safer and more reliable energy storage solutions. By integrating our innovative anode materials with these advanced electrolytes, Solidion is poised to deliver a new generation of high-performance, safe, and sustainable batteries.

InRecent ~~summary, Solidion has superior technologies that can be commercialized quickly to solve the EV industry’s most critical issues:~~Developments

~~• Cost: We~~Honeycomb ~~believe~~Battery ~~that~~Company Solidion technology can significantly lower cost/KWh of today’s batteries, accelerating adoption and enabling sustainable EVs to quickly replace internal combustion engines. We also believe that our battery costs can be lower than those of future solid-state battery-producing competitors.Merger

• Time-to-market: Solidion’s solid-state electrolytes are process-friendly, enabling the “future” solid-state batteries to be produced “now” using existing/current lithium-ion battery production equipment. EV OEMs can utilize existing factories to qualify solid-state batteries in two to three years, rather than waiting for four to seven years. This is in stark contrast to other solid-state lithium metal battery companies that will hopefully begin mass production of all solid-state batteries in 2025-30. The implementation of the conventional solid state battery technology requires large factory infrastructure rebuilds and will take years to develop. Solidion will use existing factories, saving time to market, cost and supporting supply chain demand faster.

• Driving range: The solid-state lithium batteries and lithium-sulfur batteries potentially can provide up to a 100% increase in range for the same size battery, eliminating range anxiety.

• Safety: Our fire/flame-resistant quasi-solid and solid-state electrolytes make all types of rechargeable lithium battery safer.

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• Battery charging time: Reducing the recharge time to less than 15 minutes can help drive EV adoption and reduce charging infrastructure challenges.

Summary of Solidion’s products and stages of development

• Anode active materials:

• Graphite-based anode materials (with flexibility to choose raw materials including sustainable sources) are in the final stage of product development.

• Graphene-enhanced silicon oxide ((SiOx) anode materials) are in the final stage of product development.

• Si-rich anode materials: Small-scale manufacturing is in progress (currently 15 metric tons per annum (“MTA”). We are planning expansion to >150 MTA by 2026.

History

On February 2, 2024, Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, “Solidion” or “Solidion Technology, Inc.”), consummated a 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”). 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.

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We received net proceeds from the Merger totaling $17,555. The Company is applying the proceeds from the Merger toward its corporate growth strategy related to the commercialization of our battery technology and the scaling of its manufacturing operations.

~~Recent~~Equity ~~Developments~~Financing

On ~~August 30~~March 13, 2024, ~~the~~Solidion ~~Company~~ 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 ~~approximately~~ $~~4 million~~3,850,000, before deducting fees to the placement agent and other expenses payable by the Company in connection with the March Private Placement. The ~~Company intends to use the~~ net proceeds from the March Private Placement were used for working capital and general corporate purposes. EFThe ~~Hutton,~~March ~~LLC, acted as the exclusive placement agent for the~~ Private Placement. ~~The Private Placement~~ closed on ~~September 5~~March 15, 2024.

As part of the March Private Placement, the Company issued an aggregate of 12102,~~217,468~~ 667 units and pre-funded units (collectively, the “Units”) at a purchase price of $37.50 per unit (less $0.~~3274~~0050 per pre-funded unit). Each Unit consists of (i) one share of Solidion common stock, ~~par value $0.0001 per share of the Company~~ (~~the “Common Stock”~~ii) two ~~(or~~Series A ~~one~~warrants ~~pre-funded warrant to purchase one share of Common Stock~~ (~~the~~ “~~Pre-Funded~~Series A ~~Warrant~~Warrants”)), ~~(ii) two Series C warrants~~ each to purchase one share of ~~Common~~common ~~Stock~~stock, ~~(the “Series C Warrant”)~~ and (iii) one Series B D warrant (“Series B Warrants”) to purchase such number of shares of ~~Common~~common ~~Stock~~stock as determined on the ~~Reset~~reset ~~Date (as defined below)~~date, 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”)~~.

74The reset period ended on July 2, 2024 (the “Reset Date”), with the lowest 10-day VWAP on June 28, 2024, being $0.4347. Consequently, the reset price was established at $17.39. As a result, the Series A Warrants and Series B Warrants held by investors were reset to 442,834 shares and 114,992 shares, respectively. As of September 30, 2025, investors had exercised 447,145 Series A Warrants and 114,992 Series B Warrants, resulting in the issuance of 562,137 common shares. 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. As of September 30, 2025, 652,857 Series A Warrants and no Series B Warrants remained outstanding.

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, before deducting fees to the placement agent and other expenses payable by the Company in connection with the August Private Placement. The Company intends to use 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 “Private Placement 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 in Note 10) and in accordance with the terms therein (the “Series D Warrant” and together with the Private Placement Pre-Funded Warrant and the Series C Warrant, the “Warrants”).

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. As of September 30, 2025, investors have not exercised any Series C and Series D warrants.

The Company accounts for the outstanding Series A, Series B, Series C, and Series D warrants issued in connection with the March and August 2024 private placement financings (the “PIPE Warrants”) as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under ASC 815-40.

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~~The~~On ~~Pre-Funded~~October 8, ~~Warrants~~2025, ~~are~~Madison ~~exercisable~~Bond onLLC ~~issuance at an exercise price of $0.0001 per share of Common Stock~~ and ~~will~~Bayside ~~not~~Project ~~expire~~LLC ~~until exercised in full. The Series C Warrants are exercisable upon issuance and have an exercise price of $0.3274 per share of Common Stock~~ (~~subject~~together, tothe ~~certain~~“New ~~anti-dilution and share combination event protections~~Holders”) ~~and~~purchased ~~have~~all ~~a term~~ of ~~5.5 years from~~ the ~~date~~outstanding ofSeries C ~~Stockholder~~and ~~Approval (as defined in the Subscription Agreement). The~~ Series D Warrants ~~will~~previously beissued ~~exercisable~~by ~~following~~ the ~~Reset~~Company ~~Date~~pursuant ~~(as~~to ~~defined in~~ the ~~Series~~August DSubscription ~~Warrant), will have an exercise price of $0~~Agreement.~~0001~~ ~~per~~Immediately ~~share~~thereafter, ~~of Common Stock and will have a term of 5.5 years from~~ the ~~date~~Company ofexercised ~~Stockholder~~its ~~Approval~~rights ~~(as~~under ~~defined in~~ the August Subscription Agreement). ~~The~~to ~~exercise~~convert ~~price~~all ~~and~~remaining ~~number~~unexercised ofportions ~~shares~~ of ~~Common Stock issuable under~~ the Series C ~~Warrants are subject to adjustment~~ and ~~the number of shares of Common Stock issuable under the~~ Series D ~~Warrant~~Warrants ~~will~~into beshares ~~determined following the later to occur~~ of: ~~(i)~~common ~~the~~stock ~~earlier~~at ~~of (A) the first trading day after the date on which~~ a ~~resale~~ratio ~~registration statement covering the resale~~ of ~~all~~one ~~Registrable~~share ~~Securities~~per ~~(as~~warrant. ~~defined~~On in the Series D Warrant) has been declared effective for 10 consecutive trading days or (B) the first trading day after the date on which the Purchasers may sell the Registrable Securities pursuant to Rule 144 under the Securities ActOctober ~~of 1933~~24, as2025, ~~amended (~~the ~~“Securities~~New ~~Act”)~~Holders ~~for~~received a3,447,957 ~~period~~shares of ~~10 consecutive trading days, or (ii)~~ the ~~11th~~Company’s ~~trading~~common ~~day~~stock ~~after Stockholder Approval~~ (~~as defined in~~ the ~~Subscription Agreement) is obtained (the~~ “~~Reset~~Conversion ~~Date~~Shares”), and toall beoutstanding ~~determined pursuant to the lowest daily average trading price of the Common Stock during the Reset Period (as defined in the~~ Series ~~D Warrant), subject to a pricing floor of $0.065 per share of Common Stock, such that the maximum number of shares of Common Stock underlying the Series~~ C ~~Warrants~~ and Series D Warrants ~~would~~were ~~be an aggregate of approximately 123,076,923 shares and 49,320,990 shares, respectively~~cancelled. In the event either of clauses (i) or (ii) in the immediately preceding sentence has not occurred, “Reset Date” means the 11th trading day after twelve months and 30 trading days following the issuance date of the Series D Warrants.

On October 29, 2025, the Company entered into a Promissory Note with Great Point Capital, LLC in the principal amount of $1,000,000. The Note bears interest at 8.0% per annum, payable quarterly, and matures on October 25, 2026. See Note 10 to the condensed consolidated and combined financial statements elsewhere in this prospectus for more details. In addition, the Company entered in to the Investor Agreement, which provided for the issuance of 345,000 shares of common stock to Great Point Capital, LLC. The issuances were pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances.

Components of Results of Operations

Revenue

The Company is focused on commercializing and manufacturing battery materials and next-generation battery cells. Historically, and during the periods presented, we have generated minimal revenue from product samples. We do not expect to begin generating significant revenue until we complete the commercialization process and build out manufacturing capacity. Future capacity may come from joint ventures with strategic partners, sourcing third-party manufacturing from our network, or pursuing mergers and acquisitions.

Operating Expenses

Research and Development

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

Selling, general and administrative expenses primarily consist of personnel expenses, including salaries, benefits, and stock-based compensation related to executive management, finance, legal, and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, such rent, office supplies and information technology costs.

Other Income (Loss)

Change in fair value of Derivative Liabilities

Change in fair value of Derivative Liabilities consists of fluctuations in the fair value of an agreement between the Company and investors facilitating future purchases of the Company’s stock by the Investor based on a Monte Carlo simulation model.

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Interest Income

Interest income is derived from the Company’s operating cash account, which is periodically invested in short-term money market funds.

Interest Expense

Interest expense consists primarily of the interest on the Company’s short-term notes, and D&O insurance premium financing arrangement.

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Results of Operations

~~The following information includes, in management’s opinion, all necessary adjustments to fairly present its results of operations for these periods.~~ This data should be read in conjunction with Solidion’s financial statements and accompanying notes. These results of operations are not necessarily indicative of future performance.

Summary of Statements of Operations for the ~~Three~~Nine Months Ended ~~June~~ September 30, ~~2024~~2025 and ~~2023~~2024

	For the Three Months Ended June 30,
	For the Nine Months Ended September 30,
	2024		2023
	2025		2024 (Restated)
Net sales	$	—13,350	$	—
Cost of goods sold		—6,648		—
Operating expenses		26,~~933~~669,~~309~~395		110,~~032~~885,~~976~~651
Total other income (expense)		2410,~~951~~676,~~725~~719		~~391~~(6,268,594	)
Net Income (loss)	$	22,018,416	$	(1,032,585	)
Net income (loss)	$	4,014,026	$	(17,154,245	)

Operating Expenses

Operating expenses ~~increased~~decreased by $14,~~900~~216,~~333~~256 for the ~~three~~nine months ended ~~June~~ September 30, ~~2024~~2025. This ~~increase~~decrease was primarily driven by lower professional fees, stock-based compensation, insurance, and other administrative costs associated with the Company operating as a public entity as of February 2, 2024.

Other Income (expense)

Other income increased by $2415,~~951~~919,~~334~~913 for the ~~three~~nine months ended ~~June~~ September 30, ~~2024~~2025. This increase was largely driven by a gain of $249,~~966~~964,~~700~~250 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the Private Placement financing. Additionally, there was ainterest ~~loss~~expense of $17331,~~820,998~~264 ~~from~~primarily ~~the issuance of common stock and warrants~~ related to the ~~Private~~Company’s ~~Placement~~short-term ~~financing~~notes.

Summary of Statements of Operations for the Six Months Ended June 30, 2024 and 2023

	For the Six Months Ended June 30,
	2024			2023
Net sales	$	—		$	300
Cost of goods sold		—			—
Operating expenses		6,692,645			2,775,093
Total other income (expense)		(1,055,202	)		666
Net loss	$	(7,747,847	)	$	(2,774,127	)

Operating Expenses

Operating expenses increased by $3,917,552 for the six months ended June 30, 2024. This increase was primarily driven by professional fees, stock-based compensation, insurance, and other administrative costs associated with the Company operating as a public entity as of February 2, 2024.

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Other Income (expense)

Other expense increased by $1,055,868 for the six months ended June 30, 2024. This increase was largely driven by a gain of $16,784,200 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the Private Placement financing. Additionally, there was a loss of $17,820,998 from the issuance of common stock and warrants related to the Private Placement financing.

Cash Flows

The following tables set forth a summary of our cash flows for the periods indicated

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024		2023
	2025		2024 (Restated)
Net cash provided by (used in):
Operating Activities	(3,~~541~~607,~~372~~781	)	(25,~~150~~677,~~397~~192	)
Investing Activities	(~~157~~213,~~834~~882	)	(62190,~~235~~931	)
Financing Activities	3628,~~954,930~~437		17,~~592~~056,~~095~~000
Net increase (decrease) in cash	~~255~~(3,~~724~~193,226	)	~~(620~~1,~~537~~187,877	)

Net Cash used in Operating Activities

For the ~~six~~nine months ended ~~June~~ September 30, ~~2024~~2025, cash used in operating activities was $3,~~541~~607,~~372~~781. This primarily resulted from a net ~~loss~~income of $72,~~747~~988,~~847~~626, which included non-cash ~~gains and losses, driven by a~~ gain of $169,~~784~~964,~~200~~250 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and ~~Private~~March ~~Placement warrants,~~ and aAugust ~~loss of $17,820,998 from the issuance of common stock and warrants related to the~~ Private Placement ~~financing~~warrants. These non-cash ~~losses~~gains were added back to reconcile net ~~loss~~income to net cash used in operating activities, as part non-cash adjustments that also included depreciation and amortization, ~~and~~ stock-based compensation non-cash interest expense, totaling $28,~~007~~449,~~965~~626. Additionally, changes in operating assets and liabilities ~~provided~~used $1,~~161~~853,~~712~~219 of cash from operating activities, driven primarily by a $2,134,207 increase in Accounts payable and accrued expenses.

For the nine months ended September 30, 2024, cash used in operating activities was $5,677,192. This primarily resulted from a net loss of $17,154,245, which included significant non-cash gains and losses, driven by a gain of $24,017,035 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and Private Placement warrants, and a loss of $30,245,516 from the issuance of common stock and warrants related to the convertible note and private placement financing activity. These non-cash losses were added back to reconcile net loss

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to net cash used in operating activities, as part non-cash adjustments that also included depreciation and amortization and stock-based compensation, totaling $10,342,124. Additionally, changes in operating assets and liabilities provided $1,134,929 of cash from operating activities.

Net Cash used in Investing Activities

For the ~~six~~nine months ended ~~June~~ September 30, ~~2024~~2025, the Company used cash of $~~157~~213,~~834~~882 in investing activities consisting of purchases of Silicon Oxide (SiOx) manufacturing equipment and capitalized patent costs.

For the ~~six~~nine months ended ~~June~~ September 30, ~~2023~~2024, the Company used cash of $62190,~~235~~931 in investing activities consisting of capitalized patent costs.

Net Cash provided by Financing Activities

For the ~~six~~nine months ended ~~June~~ September 30, ~~2024~~2025, the Company generated cash of $3628,~~954,930~~437 from financing activities. The Company received proceeds from ~~Private~~warrant ~~Placement~~exercises ~~financing and convertible notes~~ of $3671,~~850,000 and $527,500, respectively~~568. These increases were offset by repayment of ~~related~~short-term ~~party~~notes ~~advances~~ of $~~911~~42,~~091~~671.

For the ~~six~~nine months ended ~~June~~ September 30, ~~2023~~2024, the Company generated cash of $17,~~592~~056,~~095~~000 from financing activities,. ~~consisting~~The Company received proceeds from Private Placement financing and convertible notes of ~~capital~~$7,850,000 ~~contributions~~and $527,500, respectively. These increases were offset by G3repayment of short-term notes and repayment of related party advances of $1,329,712 and $911,091, respectively.

Summary of Statements of Operations for the Years Ended December 31, 2024 and 2023

	Years Ended December 31,
	2024			2023
Net sales	$	—		$	6,944
Cost of goods sold		—			—
Operating expenses		13,299,537			5,329,623
Total other income (loss)		(12,629,466	)		(1,945	)
Net loss	$	(25,929,003	)	$	(5,324,624	)

Operating Expenses

Operating expenses increased by $7,969,914 for the year ended December 31, 2024. This increase was primarily driven by third party validation testing of our proprietary silicon anode, professional fees, stock-based compensation, insurance, and other administrative costs associated with the Company operating as a public entity as of February 2, 2024.

Other Income (loss)

Other loss increased by $12,627,521 for the year ended December 31, 2024. This increase was largely driven by a gain of $18,011,100 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the March and August private placement financing. This was offset by a loss of $30,281,475 from the issuance of common stock and warrants related to the convertible note and private placement financing activity.

Summary of Cash Flows for the Years Ended December 31, 2024 and 2023

	Years Ended December 31,
	2024			2023
Net cash provided by (used in):
Operating Activities	$	(7,377,807	)	$	(4,068,302	)
Investing Activities		(246,074	)		(376,150	)
Financing Activities		10,976,833			3,823,657
Net increase (decrease) in cash	$	3,352,952		$	(620,795	)

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Net Cash used in Operating Activities

For the year ended December 31, 2024, cash used in operating activities was $7,377,807. This primarily resulted from a net loss of $25,929,003, which included non-cash gains and losses, driven by a gain of $18,011,100 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and private placement warrants, and a loss of $30,281,475 from the issuance of common stock and warrants related to the convertible note and private placement financing activity. These non-cash losses were added back to reconcile net loss to net cash used in operating activities, as part non-cash adjustments that also included depreciation and amortization, stock-based compensation and equity compensation expense for services, totaling $17,266,959. Additionally, changes in operating assets and liabilities provided $1,284,237 of cash from operating activities, driven primarily by a $1,344,669 increase in accounts payable and accrued expenses. The increase in accounts payable and accrued expenses was mainly due to higher accrual expense associated with the Company operating as a public entity as of February 2, 2024.

For the year ended December 31, 2023, cash used in operating activities was $4,068,302. This primarily resulted from a net loss of $5,324,624, which included non-cash losses, depreciation and amortization, totaling $552,855 Additionally, changes in operating assets and liabilities provided $703,467 of cash from operating activities, driven primarily by a $872,485 increase amounts due to related parties.

Net Cash used in Investing Activities

For the year ended December 31, 2024, the Company used cash of $246,074 in investing activities consisting of capitalized patent costs.

For the year ended December 31, 2023, the Company used cash of $376,150 in investing activities consisting of capitalized patent costs.

Net Cash provided by Financing Activities

For the year ended December 31, 2024, the Company generated cash of $10,976,833 from financing activities. This primarily resulted from proceeds from private placement financing, and warrant exercises of $7,850,000 and $4,259,241, respectively. These increases were offset by repayment of short-term notes and related party advances of $1,389,146 and $1,026,091, respectively.

For the year ended December 31, 2023, the Company generated cash of $3,823,657 from financing activities, consisting of capital contributions by G3.

Going Concern Considerations, Liquidity and Capital Resources

Since Solidion’s inception, the Company has experienced recurring net losses and has generated minimal sales. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s ability to fund our operations and capital expenditures depends on our ability to raise additional external capital. This is subject to our future operating performance and general economic, financial, competitive, legislative, regulatory, and other conditions, some of which are beyond our control. We are currently engaged in discussions with various financing counterparties to secure sufficient capital to meet our business needs for the foreseeable future. The Company plans to finance its operations with proceeds from the sale of equity securities, government grants and loans, or debt; however, there is no assurance that management’s plans to obtain additional debt, grants or equity financing will be successfully implemented or implemented on terms favorable to the Company.

77As of September 30, 2025, we had an accumulated deficit of $112,891,883. Additionally, $1,400,717 in NUBI transaction costs incurred at the Closing Date in connection with the Merger remain outstanding and are due within the next twelve months. During the nine months ended September 30, 2025, we incurred losses from operations totaling $6,662,693 and net cash used in operating activities of $3,607,781. We expect to continue to incur such losses for at least the next twelve (12) months.

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As of June 30, 2024, we had an accumulated deficit of $97,699,353. Additionally, $3,056,482 in Nubia transaction costs incurred were accrued at the Closing Date in connection with the Merger and are due to be paid within the next twelve (12) months. During the six months ended June 30, 2024, we incurred losses from operations totaling $7,747,847 and net cash used in operating activities of $3,541,372. We expect to continue to incur such losses for at least the next twelve (12) months.

Off-Balance Sheet Arrangements

At ~~June~~ September 30, ~~2024~~2025, we have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.

Contractual Obligations

As of June 30, 2024, our contractual obligations are as follows:

	Total
Due to related party	$	87,873
Income tax payable	$	89,267
Excise taxes	$	890,385
Convertible notes	$	527,500
Short-term notes payable	$	2,858,769
Total	$	4,453,794

The amounts above reflect current liabilities presented on the Company’s financial statements.

At June 30, 2024, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Critical Accounting Estimates

We prepare our financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statement that require estimation but are not deemed critical, as defined above. We ~~have~~There ~~identified~~were ~~the~~no ~~following~~changes asto ~~our~~the Company’s critical accounting ~~estimate~~estimates asfrom ofthose ~~and~~disclosed ~~for~~in the ~~three~~Annual Report on Form ~~months~~10-K ~~ended~~for ~~June~~the 30year ended December 31, 2024:.

Forward Purchase Agreement

The Company accounts for the forward purchase agreement as either equity-classified or liability-classified instruments based on an assessment of the Forward Purchase Agreement (“FPA”) specific terms and applicable authoritative guidance in FASB ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”), and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the FPA ~~are~~is a freestanding financial ~~instruments~~instrument pursuant to ASC 480, ~~meet~~meets the definition of a liability pursuant to ASC 480, and whether the FPA meets all of the requirements for equity classification under ASC 815, including whether the FPA is indexed to the Company’s own common shares and whether the FPA holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of FPA issuance and as of each subsequent quarterly period end date while the FPA is outstanding.

78For issued or modified FPA that meet all of the criteria for equity classification, the FPA is required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified FPAs that do not meet all of the criteria for equity classification, the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for outstanding FPA as liability-classified instrument.

~~Table~~The fair value of ~~Contents~~the FPA is Level 3. The determination of the fair value requires significant estimates and judgments. Please see Note 13 Fair Value Measurements to the financial statements for the significant assumptions and estimates.

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 are outstanding.

For issued or modified FPA that meet all of the criteria for equity classification, the FPA is required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified FPAs that do not meet all of the criteria for equity classification, the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for outstanding FPA as liability-classified instruments.

The fair value of the FPA is Level 3. The determination of the fair value requires significant estimates and judgments. Please see Note 15 — Fair Value Measurements to the financial statements for the significant assumptions and estimates.

Changes in the significant assumptions and estimates could materially impact the valuation and the amounts recorded in the financial statements.

~~Recent~~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

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periods within fiscal years beginning after December 15, 2024. Retrospective adoption is required for all prior periods presented in the financial statements. The Company adopted the amendment effective January 1, 2024 for annual reporting purposes. The adoption did not have a material impact to the Company’s financial statements or disclosures.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November ~~2023~~2024, the FASB issued ~~Accounting Standards Update (~~ASU) ~~2023~~2024-0703, “~~Segment~~Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~280~~220-40): ~~Improvements~~Disaggregation toof ~~Reportable~~Income ~~Segment~~Statement ~~Disclosures,~~Expenses” to ~~enhance~~improve disclosures ~~for~~by ~~significant~~providing ~~segment~~more ~~expenses~~detailed ~~for all public entities required to report segment~~ information inabout ~~accordance with ASC 280. The standard did not change~~ the ~~definition~~types of aexpenses ~~segment,~~in ~~the~~commonly ~~method~~presented ~~for~~expense ~~determining segments or the criteria for aggregating operating segments into reportable segments~~captions. The ~~amendments~~guidance ~~are~~is effective for ~~fiscal years~~annual reporting periods beginning after December 15, ~~2023~~2026, and interim periods within fiscal years beginning after December 15, ~~2024.~~2027, ~~Retrospective~~with early adoption ~~is required for all prior periods presented in the financial statements~~permitted. The ~~adoption~~Company is ~~not~~currently ~~expected~~evaluating tothe ~~have~~effect athis ~~material~~standard ~~impact~~will tohave ~~the~~on ~~Company’s~~its consolidated financial statements orand related disclosures.

~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.~~67

Quantitative and Qualitative Disclosures about Market Risk

This item is not applicable as we are a smaller reporting company.

Emerging Growth Company Status

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Section 107 of the JOBS Act provides that any decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. We have elected to use this extended transition period under the JOBS Act.

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MANAGEMENT

Directors, Executive Officers and Corporate Governance.

The following table sets forth certain information as of the date of this Registration Statement, with respect to our directors, executive officers and significant employees.

Name	Age	Title
Dr. Bor Jang	7173	Executive Chairman and Chief Science Officer
Jaymes Winters	6162	Chief Executive Officer and Director
Vlad Prantsevich	3233	Chief Financial Officer
Dr. Songhai Chai	4648	Chief Technology Officer
John Davis	6466	Director
Cynthia Ekberg Tsai	67	Director
Karin-Joyce (KJ) Tjon	61	Director
Karin-Joyce (KJ) Tjon	60	Director

Information about our Executive Officers and Directors

Executive Officers

Dr. Bor Jang ~~will serve as~~ — Executive Chairman ~~of our Board of Directors~~ and Chief Science Officer. Dr. Jang co-founded 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. Bor Jang isserves ~~qualified~~as toExecutive ~~serve~~Chairman onof ~~Solidion~~our Board ~~because~~ of ~~his~~Directors ~~extensive~~and ~~executive~~Chief ~~experience~~Science ~~with~~Officer. Dr. Jang co-founded Honeycomb Battery Company (HBC) in 2015 and ~~his~~has ~~background~~since served as its President. Dr. Jang co-founded AEC in ~~sciences~~2012 and ~~academia~~has since served as its President. ~~Following~~AEC is engaged in the ~~closing~~development and commercialization of ~~the~~anode ~~business~~active ~~combination~~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 ~~continues~~cofounded G3 in ~~his~~2016 ~~roles~~and has since served as its Chief Executive Officer and Chairman of the Board of Directors, ofand 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 ~~will~~received ~~have~~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 ~~dual~~Fulbright ~~employment~~Scholar ~~arrangement~~and ~~with~~Visiting ~~Honeycomb~~Professor (and ~~G3,~~an Overseas Fellow of the Churchill College) with ~~his~~the ~~time~~University ~~and~~of ~~attention~~Cambridge ~~split~~(1991 ~~between~~– 1992) in the ~~entities~~UK. ~~approximately~~Dr. ~~70%~~Jang ~~and~~was ~~30%,~~elected ~~respectively,~~as ~~and~~a member of the ~~parties~~U.S. ~~will~~National ~~ensure~~Academy anof ~~overall~~Inventors ~~coordinated~~(NAI) ~~approach~~in ~~between~~2019. Dr. Jang, ~~Honeycomb~~has ~~and~~more G3than 800 patents to his credit. InMost ~~addition~~notably, ~~70%~~Dr. ofJang ~~his~~filed ~~compensation~~the ~~and~~world’s ~~related~~first ~~costs~~patent atapplication G3on ~~will~~graphene bein ~~reimbursed~~2002. toThis G3patent was later recognized by ~~Honeycomb~~Popular ~~under~~Mechanics magazine as one of the ~~Shared~~“15 ~~Services~~Patents ~~Agreement~~That Changed The World”.

~~Jaymes~~We ~~Winters will~~believe ~~serve as our Chief Executive Officer~~Dr. ~~With~~Jang ~~over~~is ~~15 years’~~qualified ~~experience~~to asserve aon ~~Chief~~Solidion ~~Executive~~Board ~~Officer~~because inof ~~the~~his ~~oil~~extensive ~~and~~executive ~~gas,~~experience ~~telecommunications and retail spaces~~ with ~~extensive~~Honeycomb ~~mergers~~ and ~~acquisitions~~his ~~M&A~~background ~~experience, has Mr. Winters been Chief Executive Officer at Mach FM Corp. since its inception~~ in ~~2015~~sciences and ~~oversaw~~academia. ~~600~~Following ~~MHz~~the ~~spectrum~~closing ~~acquisition~~of ~~via an auction conducted by~~ the ~~Federal~~business ~~Communications Commission~~combination, ~~or FCC~~Dr. HeJang

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