UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 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 | ☐ |
| ☒ | 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 pursuant to Section 13(a) of the Exchange Act.
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Securities registered pursuant to Section 12(b) of the Act:
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As of November 6, 2026, there were
SOLIDION TECHNOLOGY, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Part I - FINANCIAL INFORMATION | 1 | ||
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 1 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 | |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 45 | |
| Item 4. | Controls and Procedures | 45 | |
| Part II - OTHER INFORMATION | 47 | ||
| Item 1. | Legal Proceedings | 47 | |
| Item 1A. | Risk Factors | 47 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 47 | |
| Item 3. | Defaults Upon Senior Securities | 48 | |
| Item 4. | Mine Safety Disclosures | 48 | |
| Item 5. | Other Information | 48 | |
| Item 6. | Exhibits | 48 | |
| SIGNATURES | 49 | ||
i
EXPLANATORY NOTE
On February 2, 2024 (the “Closing Date”), Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, the “Combined Company” or “Solidion Technology, Inc.”), consummated the previously announced business combination (the “Closing”) pursuant to a Merger Agreement (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.
Unless the context otherwise requires, the “registrant” and the “Company” refer to Nubia prior to the Closing and to the Combined Company and its subsidiaries following the Closing and “HBC” and “Honeycomb” refers to Honeycomb Battery Company and its subsidiaries prior to the Closing and the business of the Combined Company and its subsidiaries following the Closing.
The Company’s common stock, par value $0.0001 per share (the “Common Stock”), is now listed on The Nasdaq Stock Market LLC (“NASDAQ Global”) under the symbol “STI”. The Company’s Public Warrants to purchase Common Stock at an exercise price of $575.00 per share, previously listed under ticker “NUBIW”, were delisted from the Nasdaq and pending listing on The OTC Pink Limited Market under the symbol “STIWW”. Until the Merger, Nubia neither engaged in any operations nor generated any revenue, and based on its business activities, Nubia was a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
ii
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
SOLIDION TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unAUDITED)
| September 30, 2026 |
December 31, 2025 |
|||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Other receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-current assets: | ||||||||
| Property and Equipment, net of depreciation | ||||||||
| Patents, net of amortization | ||||||||
| Operating lease right-of-use asset | ||||||||
| Other non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Operating lease liability, current | ||||||||
| Excise tax payable | ||||||||
| Derivative liabilities | ||||||||
| Due to related party | ||||||||
| Short-term notes payable | ||||||||
| Short-term notes payable – related party | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liabilities: | ||||||||
| Operating lease liability, non-current | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Stock subscription receivable | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
SOLIDION TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unAUDITED)
| For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
|||||||||||||||||
| 2026 | 2025 | 2026 | 2025 (Restated) | |||||||||||||||
| Revenue | $ | $ | ||||||||||||||||
| Cost of revenue | ||||||||||||||||||
| Gross profit | ( | ) | ||||||||||||||||
| Operating Expenses | ||||||||||||||||||
| Research and development | ||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||
| Total operating expenses | ||||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income (Expense) | ||||||||||||||||||
| Change in fair value of derivative liabilities | ( | ) | ||||||||||||||||
| Gain on extinguishment of derivative liability | ||||||||||||||||||
| Interest income | ||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||||
| Total other income (expense) | ( | ) | ||||||||||||||||
| Net income (loss) before provision for income taxes | ( | ) | ( | ) | ||||||||||||||
| Provision for income taxes | ||||||||||||||||||
| Net Income (Loss) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||
| Weighted average number of shares of common stock outstanding, basic | ||||||||||||||||||
| Basic net income (loss) per share of common stock | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||
| Weighted average number of shares of common stock outstanding, diluted | ||||||||||||||||||
| Diluted net loss per share of common stock | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
SOLIDION TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ Equity (DEFICIT)
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||
| Common Stock | Additional Paid-in |
Accumulated | Stock Subscription |
Stockholders’ Equity |
||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Receivable | (Deficit) | |||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Shares issued from exercise of Series A Warrants – related party | ||||||||||||||||||||||||
| Forward Purchase Agreement – subscription receivable discount | — | ( | ) | |||||||||||||||||||||
| Cancellation of Forward Purchase Agreement | — | ( | ) | |||||||||||||||||||||
| Repurchase and cancellation of shares – related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Exercise of prefunded warrants | ||||||||||||||||||||||||
| Stock-based compensation to employees and directors | — | |||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance at September 30, 2026 | ( | ) | ||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||
| Additional | Stock | Stockholders’ | ||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Subscription | Equity | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Receivable | (Deficit) | |||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Shares issued upon settlement of warrants | ( | ) | ||||||||||||||||||||||
| Shares issued from exercise of Series A Warrants | ||||||||||||||||||||||||
| Shares issued from exercise of Series A Warrants – related party |
|
| ||||||||||||||||||||||
| Forward Purchase Agreement – subscription receivable discount | — | ( | ) | |||||||||||||||||||||
| Discount on short term notes payable | — | |||||||||||||||||||||||
| Private Placement - Issuance of common stock, net of issuance costs | ||||||||||||||||||||||||
| Private Placement - Issuance of pre-funded stock purchase warrants, net of issuance costs | — | |||||||||||||||||||||||
| Issuance of stock purchase warrants | — | |||||||||||||||||||||||
| Cancellation of Forward Purchase Agreement | — | ( | ) | |||||||||||||||||||||
| Repurchase and cancellation of shares – related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Exercise of prefunded warrants | ||||||||||||||||||||||||
| Stock-based compensation to consultants | ( | ) | ||||||||||||||||||||||
| Stock-based compensation to employees and directors | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at September 30, 2026 | ( | ) | ||||||||||||||||||||||
3
| Three Months Ended September 30, 2025 (Restated) | ||||||||||||||||||||||||
| Additional | Stock | Stockholders’ | ||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Subscription | Equity | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Receivable | (Deficit) | |||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Shares issued from exercise of Series A Warrants | ||||||||||||||||||||||||
| Stock-based compensation to employees and directors | — | |||||||||||||||||||||||
| Net income (loss) | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Nine Months Ended September 30, 2025 (Restated) | ||||||||||||||||||||||||
| Additional | Stock | Stockholders’ | ||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Subscription | Equity | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Receivable | (Deficit) | |||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Shares issued from exercise of Series A Warrants | ||||||||||||||||||||||||
| Conversion of convertible notes into common stock | ||||||||||||||||||||||||
| Shares issued to consultants | ||||||||||||||||||||||||
| Reverse stock split | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Stock-based compensation to employees and directors | — | |||||||||||||||||||||||
| Net income (loss) | — | |||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
SOLIDION TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUdITED)
| For
the Nine Months Ended September 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock based compensation | ||||||||
| Equity compensation expense | ||||||||
| Amortization of debt discount | ||||||||
| Non-cash operating lease cost | ||||||||
| Accrued interest on short-term note payable - related party | ||||||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ||||
| Gain on extinguishment of Forward Purchase Agreement | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ||||||
| Other current assets | ( | ) | ( | ) | ||||
| Other non-current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Income taxes payable | ( | ) | ||||||
| Excise taxes | ||||||||
| Due to related party | ( | ) | ||||||
| Operating lease payments | ( | ) | ||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Capitalized patent costs | ( | ) | ( | ) | ||||
| Net Cash Used In Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from issuance of common stock and warrants in connection with the Private Placement | ||||||||
| Offering costs for common stock and warrants issuance in connection with the Private Placement | ( | ) | ||||||
| Exercise of prefunded warrants | ||||||||
| Proceeds from issuance of common stock from exercise of warrants | ||||||||
| Proceeds from short-term notes payable | ||||||||
| Proceeds from short-term notes payable – related party | ||||||||
| Repayment of short-term notes payable | ( | ) | ( | ) | ||||
| Repurchase of shares | ( | ) | ||||||
| Cash used to settle fractional shares | ( | ) | ||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure | ||||||||
| Cash paid for interest expense | $ | $ | ||||||
| Cash paid for federal income taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Issuance of stock purchase warrants | $ | $ | ||||||
| Issuance of Common Stock upon cashless exercise of warrants | $ | $ | ||||||
| Forward Purchase Agreement discount accretion | $ | $ | ||||||
| Cancellation of Forward Purchase Agreement | $ | $ | ||||||
| Debt discount recognized on note payable | $ | $ | ||||||
| Issuance of promissory note in settlement of due to related party | $ | $ | ||||||
| Convertible notes converted to common shares | $ | $ | ||||||
| Reclassification of warrant derivative liability to additional paid-in capital upon exercise of Series A warrants | $ | $ | ||||||
| Reverse stock split — reclassification from common stock to additional paid-in capital | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
SOLIDION TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
Solidion Technology, Inc. (the “Company”, “Solidion” or “Solidion Technology”), formerly known as Nubia Brand International Corp. prior to February 2, 2024, was incorporated in Delaware on
In accordance with the Merger Agreement, the Company issued to the HBC stockholders aggregate consideration of
On October 9, 2025, the Company issued
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 had a controlling financial interest in Solidion immediately following the Merger (which includes HBC as a wholly owned subsidiary). Net assets of Nubia were stated at their historical carrying amounts with no goodwill or intangible assets recognized in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Merger with respect to HBC was not treated as a change in control due primarily to G3 receiving the controlling voting stake in Solidion and G3’s ability to nominate a majority of the board of directors of Solidion. Under the guidance in ASC 805 for transactions between entities under common control, the assets and liabilities of HBC and Nubia are recognized at their carrying amounts on the date of the Merger.
Under a reverse recapitalization, Nubia was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of HBC issuing stock for the net liabilities of Nubia, accompanied by a recapitalization.
6
Liquidity
The Company has incurred recurring net losses and negative cash flows from operations since inception, including a net loss of $
Nasdaq Compliance
On September 8, 2025, following the resignation of a director on September 3, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that its Audit Committee no longer complied with Nasdaq Listing Rule 5605(c)(2)(A), which requires an audit committee of at least three independent directors. Under Nasdaq Listing Rule 5605(c)(4), the Company had a cure period to regain compliance ending on the earlier of its next annual meeting of stockholders or September 3, 2026.
On August 31, 2026, the Board of Directors increased its size from four to seven members and appointed Mark Schwartz, Kimi L. Ellen and Dante W. Robinson as independent directors. The Board also appointed each of them to the Audit Committee, which now has four members. As a result, the Company regained compliance with Nasdaq Listing Rule 5605(c)(2)(A) within the applicable cure period.
Risks and Uncertainties
The Company’s current business activities consist of development and commercialization of battery materials, components, cells, and selected module/pack technologies. The Company faces inherent risks associated with its operations, such as the ongoing development of its technology, marketing, and distribution channels, as well as the enhancement of its supply chain and manufacturing capabilities. Additionally, the need to recruit additional management and key personnel is vital. The success of the Company’s development initiatives and the achievement of profitability hinge on various factors, including its ability to enter potential markets and secure sustainable financing in the future.
The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals.
7
NOTE 2 — CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS
As described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company restated its previously issued financial statements to correct errors related to (i) the fair value remeasurement of Series A and Series B derivative warrant liabilities under ASC 815, (ii) the recognition of shares issued and a discounted stock subscription receivable in connection with the Forward Purchase Agreement (“FPA”), and (iii) the calculation of basic and diluted income (loss) per share for 2025 interim periods. See Note 2 of the 2025 Annual Report on Form 10-K for a full description of the restatement.
Impact of the Restatement on Previously Issued Unaudited 2025 Interim Financial Statements
The restatement resulted in adjustments to the Company’s opening stockholders’ equity as of January 1, 2025. The adjustments had no impact on the Company’s statements of operations or cash flows for any previously issued 2025 interim period.
| Additional Paid-in Capital | Accumulated Deficit | Stock Subscription Receivable | Total Stockholders’ Equity (Deficit) | |||||||||||||
| Balance at January 1, 2025 (as previously reported) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Correction of prior-period error – warrant remeasurement | ( | ) | ||||||||||||||
| Correction of prior-period error – Issuance of FPA shares | ( | ) | ( | ) | ||||||||||||
| Correction of prior-period error – FPA subscription receivable discount | ( | ) | ||||||||||||||
| Balance at January 1, 2025 (as restated) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income | ||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||
| Balance at June 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||
| Balance at September 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||
Correction of Diluted Earnings Per Share
Additionally, the diluted net income per share included in quarter one of the 2025 interim financial information was corrected to apply the treasury stock method to outstanding warrants. For the nine months ended September 30, 2025, the previously reported diluted net income (loss) per share of $
8
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements (the “financial statements”) are presented in conformity with US GAAP and pursuant to the rules and regulations of the SEC.
During the periods prior to the Closing date of the Merger, the Company operated as part of G3. Consequently, stand-alone financial statements have not historically been prepared for the Company. The accompanying financial statements have been prepared from G3’s historical accounting records and are presented on a stand-alone basis as if the Company’s operations had been conducted independently from G3. Therefore, the financial statements included herein may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if the Company had been a separate, stand-alone entity during the periods presented.
The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.
The financial statements include the Company entities. All intercompany transactions have been eliminated for consolidation purposes.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
9
Segment Reporting
The Company has determined that the
The CODM uses consolidated net (loss) as the measure of segment profit or loss. Expense information is also reviewed only at the consolidated level, as presented in the Company’s consolidated statement of operations. Research and development expense has been identified as a significant segment expense, with all other expense lines being considered part of ‘Other segment items.’ Additionally, the CODM evaluates assets on a consolidated basis. As such, the Company reports segment profit or loss, segment expenses, and segment assets on a condensed consolidated basis.
Cash and cash equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2026, cash equivalents consisted of money market funds of $
Accounts Receivable, net of Allowance for Credit Losses
Accounts receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for credit losses to ensure accounts receivables are not overstated due to uncollectability. Bad debt reserves are maintained as warranted for various customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in such customer’s operating results or financial position. If circumstances related to a customer change, estimates of the recoverability of receivables would be further adjusted. As of September 30, 2026 and December 31, 2025, the Company determined that no allowance was required.
Other Receivable
During the first quarter of 2024, the Company advanced $
Inventory
Inventories are stated at the lower of first-in, first-out cost or net realizable value. The Company writes-down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The Company writes off obsolete inventories when the Company deems the value to be impaired. As of September 30, 2026 and December 31, 2025, the Company determined that write off was required.
Property and Equipment, net
Property and equipment are recorded at cost less accumulated depreciation. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. The Company reviews long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Indicators of impairment may include significant underperformance relative to historical or projected future operating results, changes in the manner or duration of use of the asset, adverse changes in business climate, or plans for disposal or restructuring.
When an impairment indicator is identified, the Company performs a recoverability test by comparing the carrying amount of the asset group to the estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized equal to the amount by which the carrying value exceeds the fair value of the asset group. The impairment loss is included in operating results in the period it is determined.
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Based on its assessments, the Company did not incur any impairment charges for the three and nine months ended September 30, 2026 and 2025.
The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
| Building | ||
| Building improvements | ||
| Land improvements | ||
| Machinery & equipment |
Property and equipment consisted of the following as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||
| Land improvements | $ | $ | ||||||
| Buildings | ||||||||
| Building improvements | ||||||||
| Machinery and equipment | ||||||||
| Total property and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense of property and equipment was $
Patents
The Company capitalizes external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents. The Company’s intangible assets consist of capitalized costs for unissued patents and issued patents. Issued patents are carried at cost less accumulated amortization. Successful patent efforts are amortized over the life of the patent, and unsuccessful efforts are expensed. The issued patents are being amortized over a useful life of
The Company assesses the carrying value of its intangible assets for impairment each year and when indicators exist that there could be an impairment. Based on its assessments, the Company did not incur any impairment charges for the three and nine months ended September 30, 2026 and 2025.
| September 30, 2026 | December 31, 2025 | |||||||
| Issued patents | ||||||||
| Gross carrying amount | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Issued patents, net | ||||||||
| Patents pending (not amortized) | ||||||||
| Total intangible assets, net | $ | $ | ||||||
Amortization expense for the patents included in the condensed consolidated statements of operations was $
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Offering and Issuance Costs
The Company accounts for deferred offering costs in accordance with SEC Staff Accounting Bulletin Topic 5.A and ASC 340-10-S99-1, under which costs of a proposed or actual offering of securities are deferred and charged against the gross proceeds of the offering upon completion. Costs related to an offering that is abandoned or aborted are charged to other income (expense).
On June 9, 2026, the Company withdrew its Registration Statement on Form S-1 relating to a previously proposed underwritten offering, following the expiration of the Company’s arrangement with its underwriter in April 2026. As a result, the Company charged $
On June 7, 2026, we entered into a securities purchase agreement (the “2026 Purchase Agreement”) with a new institutional investor (the “2026 Investor”), pursuant to which we agreed to issue and sell, in a private placement (the “2026 Private Placement”), (i)
Costs directly attributable to the issuance of equity instruments are recorded as a reduction of the related proceeds within additional paid-in capital. When an equity financing includes more than one class of equity instrument, issuance costs are allocated among the instruments based on their relative fair values at issuance; costs allocated to any liability-classified instrument are charged to expense as incurred.
Leases
The Company determines whether an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (ROU) assets are recognized as the lease liability, adjusted for lease incentives received and prepayments made. Lease liabilities are recognized based on the present value of remaining lease payments over the lease term. When the rate implicit in a lease is not readily determinable, the Company uses its estimated incremental borrowing rate, determined on a collateralized basis over a term similar to the lease term, based on information available at the commencement date. Operating lease cost is recognized on a straight-line basis over the lease term.
The Company has elected the short-term lease practical expedient and applies it consistently to all leases with an initial term of 12 months or less. Such leases are not recorded on the condensed consolidated balance sheets and the related lease cost is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient under ASC 842-10-15-37 not to separate non-lease components from the lease components to which they relate, and has applied this election to real estate, its only class of underlying asset. Accordingly, each lease component and its associated non-lease components are accounted for as a single lease component. Variable payments that do not depend on an index or rate are excluded from the measurement of lease liabilities and are recognized as variable lease cost in the period in which the obligation is incurred.
Excise Tax
The Company is subject to a
Foreign Operations
The Company ceased research and development operations at its Taiwan location during the three months ended March 31, 2025, and the subsidiary has had no significant operations since that date.
Revenue Recognition
Revenue is recognized when a performance obligation is satisfied by transferring control of promised products or services to customers, in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue from product sales is recognized at a point in time when control transfers to the customer. This is generally when title, ownership and risk of loss pass to the customer.
Research and development services for U.S. government agencies under firm-fixed-price contracts are accounted for under ASC 606 when the government agency obtains goods or services from the Company’s ordinary activities in exchange for consideration.
Research and Development
All research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel expenses, including salaries, benefits, third party technology validation testing, equipment, engineering, maintenance of facilities, data analysis, and materials. Research and development expenses are presented net of government grant funding, as described below.
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Government Grants
Government grants are transfers of assets from a government entity that are not exchange transactions. Until the Company adopts ASU 2025-10, Government Grants (Topic 832), which is effective for fiscal years beginning after December 15, 2028, it accounts for government grants by analogy to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance. A grant is recognized when there is reasonable assurance that the Company will comply with the conditions attached and that the grant will be received. It is recognized in the periods in which the related costs are incurred.
Funding received from U.S. government agencies under cost-sharing research awards, such as cooperative agreements, is recorded as a reduction of research and development expense, or as a reduction of the cost of the related asset when the funding reimburses equipment purchases.
Selling, General and Administrative Expenses
Selling, general and administrative expenses represent costs incurred by the Company in managing the business, including salary, benefits, stock-based compensation, sales, insurance, professional fees and other operating costs associated with the Company’s non-research and development activities.
Cash Bonuses
Cash signing and retention bonuses that are earned in installments over a required service period are accounted for under ASC 710 and recognized as compensation expense on a straight-line basis over the total required service period, with cumulative expense at each reporting date not less than the amount earned to date. If payment of the bonus is accelerated upon a qualifying termination, any unrecognized amount is expensed when the triggering event becomes probable. Annual performance bonuses are accrued over the performance period when payment is probable and the amount can be reasonably estimated.
Stock-Based Compensation
The Company has an incentive equity plan, (“2023 Equity Incentive Plan”). Under the terms of the plan, Solidion’s employees, consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards in the form of incentive stock options (“ISOs”) to employees and for the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants.
The number of shares of common stock initially reserved for issuance under the incentive plan is
On February 13, 2026, the Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission registering
The Company measures stock options and restricted stock unit awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Options granted under the 2023 Equity Incentive Plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator determines the term of stock options granted under the incentive plan, up to a maximum of ten years. Forfeitures are accounted for as they occur.
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Stock-based compensation expense for restricted stock units is measured based on the grant-date fair value of the awards and recognized as expense over the requisite service period, which is generally the vesting period. The Company has elected to use the accelerated attribution method, under which each vesting tranche of an award is treated as a separate award and expensed over its respective vesting period. The Company accounts for forfeitures as they occur, reversing previously recognized compensation cost for unvested awards in the period the award is forfeited.
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company lacks a sufficient history of company-specific historical and implied volatility information for its common stock. The Company therefore estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price.
The expected term of all of the Company’s stock options has been determined utilizing the “simplified” method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does not expect to pay any cash dividends in the foreseeable future.
On October 18, 2026, the Company filed a definitive proxy statement for its 2026 Annual Meeting of Stockholders, to be held on November 18, 2026, which includes a proposal to amend the 2023 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by
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Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
The Company files income and franchise tax returns with the United States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of September 30, 2026, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
In July 2025, the One Big Beautiful Bill Act (Public Law 119-21) was enacted. The Company recognized the income tax effects of the legislation in the period of enactment in accordance with ASC 740, which did not have a material impact on the Company’s financial statements. The Company continues to evaluate the impact of the legislation on future periods.
Net Income (Loss) per Common Stock
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period.
The calculation of diluted loss per share of common stock does not include potentially dilutive common stock equivalents if their inclusion would be anti-dilutive as of September 30, 2026 and 2025. As such, net loss per common stock is the same for basic and diluted loss per share for the nine months ended September 30, 2026.
The following table presents potentially dilutive common stock equivalents that have been included in the calculation of dilutive income per share for the three months ended September 30, 2026, as their inclusion would be dilutive.
| September 30, 2026 | ||||
| Warrants - Series A | ||||
| Stock-based compensation - equity awards | ||||
| Total common stock equivalents included in dilutive income per share | ||||
The following table presents potentially dilutive common stock equivalents that have been excluded from the calculation of dilutive loss per share for the nine months ended September 30, 2026, as their inclusion would be anti-dilutive:
| September 30, 2026 | ||||
| Holdback Shares | ||||
| Warrants - Public | ||||
| Warrants - Private | ||||
| Warrants - Series A | ||||
| Placement Agent Warrants | ||||
| Stock-based compensation - equity awards | ||||
| Stock-based compensation - warrants | ||||
| Total common stock equivalents excluded from dilutive loss per share | ||||
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The following table presents potentially dilutive common stock equivalents that have been excluded in the calculation of dilutive income per share for the three months ended September 30, 2025, as their inclusion would be anti-dilutive.
| September 30, 2025 | ||||
| Holdback Shares | ||||
| Warrants - Public | ||||
| Warrants - Private | ||||
| Warrants - Series A | ||||
| Warrants - Series C | ||||
| Warrants - Series D | ||||
| Stock-based compensation - equity awards | ||||
| Stock-based compensation - warrants | ||||
| Arbor Lake Strategic Cooperation Consulting Agreement | ||||
| HBC Earnout Shares | ||||
| Total common stock equivalents excluded from dilutive loss per share | ||||
The following table presents potentially dilutive common stock equivalents that have been included in the calculation of dilutive income per share for the nine months ended September 30, 2025, as their inclusion would be dilutive.
| September 30, 2025 | ||||
| Warrants - Series A | ||||
| Warrants - Series C | ||||
| Stock-based compensation - equity awards | ||||
| Total common stock equivalents included in dilutive income per share | ||||
The Pre-Funded Warrants issued in the 2026 Private Placement are included in the computation of basic net loss per share from their issuance date because the shares of common stock underlying the Pre-Funded Warrants are issuable for nominal consideration ($
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $
Fair Value of Financial Instruments
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). See Note 13.
Equity-Linked Instruments
The Company evaluates all equity-linked contracts, including warrants and the Forward Purchase Agreement (“FPA”), to determine classification as either equity or liability in accordance with FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and FASB ASC 815, Derivatives and Hedging (“ASC 815”). This assessment considers whether the instruments meet the fixed-for-fixed equity classification criteria and whether any provisions require liability treatment, including potential “net cash settlement” outside of the Company’s control. Instruments that qualify for equity classification are recorded as a component of additional paid-in capital, while those requiring liability classification are measured at fair value, with subsequent changes recorded in earnings. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the FPA and warrants are outstanding.
Warrants
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are recorded at fair value on the date of issuance and remeasured at each balance sheet date thereafter, with changes in fair value recognized in the statement of operations. The Company evaluates each warrant instrument under ASC 815-40 40 to determine whether it is indexed to the Company’s own stock and whether it meets the conditions for equity classification criteria and do not contain provisions that would require liability classification.
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The Company accounts for the outstanding Series A warrants issued in connection with the March 2024 private placement financing (the “PIPE Warrants”) as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under ASC 815-40. The Company utilizes the Black-Scholes options pricing model to determine the fair value of the Series A and Series B warrants, and a Monte Carlo simulation model to determine the fair value of the Series C and Series D warrants. The resulting fair value is recorded as a derivative liability on the condensed consolidated balance sheets, and with changes in the fair value of the PIPE Warrants recorded as a non-cash other income (expense) within change in fair value of derivative liabilities account on the Company’s condensed consolidated statements of operations. See Notes 8 and 13 for the classification and measurement of the Company’s outstanding warrants.
Forward Purchase Agreement
The Company accounts for the FPA as either equity-classified or liability-classified instruments based on an assessment of the FPA specific terms and applicable authoritative guidance under FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the FPA meets all of the requirements for equity classification under ASC 815, including whether the FPA is indexed to the Company’s own common shares and whether the FPA holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of FPA issuance and as of each subsequent quarterly period end date while the FPA is outstanding.
The Company has determined that the FPA does not meet all of the criteria for equity classification under ASC 815, as the FPA fails the fixed-for-fixed test under ASC 815-40 due to the bi-weekly Reset Price mechanism, the Dilutive Offering Reset provision, and the VWAP Trigger Event, each of which creates variability in the settlement amount that is not purely a function of the Company’s own stock price. Accordingly, the FPA is classified as a liability-classified derivative instrument, recorded at fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. The Company utilizes a Monte Carlo simulation model to determine the fair value of the FPA. The resulting fair value is recorded as a derivative liability on the condensed consolidated balance sheets. The Company records changes in the fair value of the FPA as a non-cash other income (expense) within change in fair value of derivative liabilities account on the Company’s condensed consolidated statements of operations.
Upon the issuance of shares in connection with the FPA, the Company recognizes (i) an increase to APIC measured at the fair value of the FPA at the time of share issuance, (ii) a corresponding stock subscription receivable of equal amount as a contra-equity component within stockholders’ equity (deficit), representing the present value of the consideration receivable for the shares issued, and (iii) a loss on issuance of common stock within Other Income (Expense) representing the difference between the face value of the stock subscription receivable and its present value at the issuance date. The discount between the face value and present value of the stock subscription receivable is accreted using the effective interest method over the remaining term of the FPA, with each period’s accretion recorded as an increase to both the stock subscription receivable and APIC within stockholders’ equity (deficit). The stock subscription receivable is presented as a reduction to total stockholders’ equity (deficit) and is relieved as Optional Early Termination proceeds are received from the Forward Purchase Investor.
On September 22, 2026, the FPA was terminated in connection with the settlement of litigation between the Company and the Forward Purchase Investor. See Note 9 for further information.
Reverse Stock Split
On May 12, 2025, the Company effected a
In accordance with SEC Staff Accounting Bulletin Topic 4C, all share and per-share amounts in the accompanying condensed consolidated financial statements and notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its condensed consolidated financial statements and related disclosures.
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In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which establishes comprehensive guidance under U.S. GAAP for the recognition, measurement, presentation, and disclosure of government grants received by business entities. The ASU is effective for public business entities for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the effect this standard may have on its condensed consolidated financial statements and related disclosures in light of its government grant activity.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which clarifies the applicability of the interim reporting guidance, improves the organization and navigability of the interim disclosure requirements, and introduces a disclosure principle requiring entities to disclose events occurring after the most recent annual reporting period that have a material effect on the entity. The ASU is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively or retrospectively to any or all prior interim periods presented. The Company is currently evaluating the effect this standard may have on its condensed consolidated financial statements and related disclosures.
NOTE 4 — RECAPITALIZATION
IPO warrants
In connection with Nubia’s initial public offering in 2022,
HBC Holdback Shares
The Company and G3 included a provision in the Merger Agreement that adjusted the aggregate share consideration paid to the shareholders of HBC if the G3 Tax Lien was not released prior to closing. Specifically,
NOTE 5 — RELATED PARTIES
Other Receivable
During the three months ended March 31, 2024, the Company advanced $
Shared Services Agreement
Effective February 2, 2024, the Company entered into a shared services agreement (the “SSA”) with G3, under which G3 agreed to provide certain services, including employees, office space and use of equipment, and the Company agreed to pay for such services on a monthly basis. The SSA is subject to typical conditions and may be terminated by either party upon written notice. The management and board continues to monitor the SSA and all other related party transactions to uphold transparency and protect shareholder interests. Expenses incurred related to the SSA services were $
There were $
17
Due to Related Party
At the time of the merger close, the Company had an outstanding payable related to the monthly administrative services support fees due to Mach FM Corp, an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia. This fee covered office space, utilities, and secretarial and administrative support provided by Mach FM to support Nubia’s operating activities. Amounts outstanding to Mach FM Corp of $
Henry Ikezi
Henry Ikezi is a significant stockholder of the Company, beneficially owning approximately
Notes Payable — Related Party
During the three months ended March 31, 2026, Madison Bond advanced $
On May 7, 2026, the Company executed a Promissory Note with Madison Bond in the amount of $
As of September 30, 2026, an aggregate of $
Cashless Exercise of Series A Warrants
On August 17, 2026, FUN Investment Homes exercised
Reimbursement of Legal Fees
In July 2026, the Company agreed to reimburse Madison Bond for $
Waiver of Rights under 2024 Securities Purchase Agreement
On June 7, 2026, the Company entered into a waiver (the “Waiver”) with Bayside Project LLC and Madison Bond LLC, each a significant stockholder of the Company, of certain restrictive provisions, pre-emptive and anti-dilution rights, and notice obligations under the securities purchase agreement dated as of August 30, 2024, as amended, among the parties, in order to permit the Company to complete the 2026 Private Placement (see Note 9). The Company did not pay any consideration in connection with the Waiver.
Civil Action
On August 12, 2026, the Company was named as a nominal defendant in a civil action involving Henry Ikezi, a significant stockholder and related party of the Company, under Section 16(b) of the Securities Exchange Act of 1934. The Company is monitoring this action, and the outcome cannot be presently determined.
Contingent Consideration
The G3 Tax Lien was not settled by G3 at Closing and, as of September 30, 2026, remained unresolved; accordingly, the
Repurchase of Common Stock from a Director
In September 2026, the Company repurchased
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NOTE 6 — COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business, including proceedings related to the Company’s obligation to register shares for public offering. The Company accrues a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management believes that there are no claims against us for which the outcome is expected to have a material effect on our financial position, results of operations or cash flows.
D. Boral Capital LLC
In June 2026, D. Boral Capital LLC (f/k/a EF Hutton LLC) (“D. Boral”) filed a complaint against the Company in the Supreme Court of the State of New York, County of New York, asserting claims arising from the Company’s default under the Promissory Note described in Note 10. The complaint seeks payment of the outstanding principal of $
Excise Tax Liability
Before the Closing, Nubia operated as a special purpose acquisition company (“SPAC”). Its public stockholders had the right to require Nubia to redeem their shares for a pro rata portion of the funds held in its trust account. In January 2024, in connection with Nubia’s second special meeting of stockholders, certain stockholders redeemed shares of Nubia common stock. Under the IR Act, Nubia recorded an excise tax liability of $890,385 related to these redemptions. The excise tax has not been paid. As of September 30, 2026, the Company had accrued $
In August 2026, the Company filed Form 720-X with the IRS to amend its previously filed quarterly federal excise tax return. In that filing, the Company asserts that the redemptions of Nubia Brand International Corp. public shares during 2024 are not subject to the
The Company will continue to recognize the liability, and interest will continue to accrue, until the tax is paid or the Company is legally released from the obligation. There can be no assurance that the IRS will accept the amended return. If the IRS accepts it, the Company will derecognize the excise tax liability and related accrued interest and penalties in the period of acceptance.
G3 Tax Lien
The Internal Revenue Service has placed a federal tax lien on all the property and rights to property belonging to G3 which would include any proceeds from sale of property assets included in the financial statements of the Company. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance owed is approximately $
As disclosed in Note 4, the Company and G3 included a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax Lien is not released prior to closing. Specifically,
The G3 Tax Lien represents a potential obligation that would become payable only upon the sale of the building. As the timing and likelihood of such a sale are uncertain and there are no immediate plans to sell, the Company has not recorded a liability on the balance sheet for this contingent obligation. Should the Company decide to sell the building in the future, this lien may need to be settled from the proceeds of the sale, which could impact the net cash inflow from such a transaction. The Company will continue to monitor the situation and will recognize a liability in the financial statements if and when it becomes probable that the building will be sold and the lien will need to be satisfied.
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NOTE 7 — STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
The Company is authorized to issue
Common Stock
The Company is authorized to issue
Equity Financing
On March 13, 2024, Solidion entered into a private placement transaction (the “March Private Placement”), pursuant to a Securities Purchase Agreement (the “March Subscription Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $
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 $
As part of the August Private Placement, the Company issued an aggregate of
The Company accounts for the outstanding Series A Warrants issued in the March 2024 private placement (the “PIPE Warrants”) as liability-classified instruments, because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under ASC 815-40. The Company utilizes a Black-Scholes option pricing model to determine the fair value of the PIPE Warrants. The resulting fair value is recorded as a derivative liability on the condensed consolidated balance sheets, and records changes in the fair value of the PIPE Warrants as a non-cash other income (expense) within Change in fair value of derivative liabilities in the Company’s condensed consolidated statements of operations.
On June 7, 2026, the Company entered into a securities purchase agreement with an institutional investor providing for the sale, in a private placement, of
Share Repurchase Program
On September 13, 2026, the Company’s Board of Directors authorized a stock repurchase program under which the Company may repurchase up to $
During the three months ended September 30, 2026, the Company repurchased
NOTE 8 — WARRANTS
IPO Warrants – Public Warrants
In connection with Nubia’s initial public offering in 2022,
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The Company is not obligated to issue shares upon warrant exercise unless a registration statement covering the underlying shares is effective. If a registration statement is not effective, holders may exercise warrants on a cashless basis under certain conditions. The Company may redeem the warrants at $
The Company evaluated the public warrants and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the IPO warrants qualify for equity classification.
IPO Warrants – Private Warrants
In connection with Nubia’s initial public offering in 2022,
Except as described below, the Private Warrants have terms and provisions that are identical to those of the public warrants, including as to exercise price, exercisability and exercise period. The Private Warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are held by the holders of the private warrants or their permitted transferees. The holders of the Private Warrants or their permitted transferees have the option to exercise the private warrants on a cashless basis. If the Private Warrants are held by holders other than the holders of the Private Warrants and their permitted transferees, the Private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in the Company’s initial public offering.
If exercised on a cashless basis, holders will receive shares of common stock based on the difference between the warrant exercise price and the fair market value of the stock. Fair market value is determined as the average last sale price of the common stock over the
In addition, holders of the Company’s Private Warrants are entitled to certain registration rights.
The Company evaluated the Private Warrants and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the Private Warrants qualify for equity classification.
Series A and Series B Warrants
The Series A and Series B Warrants issued in conjunction with the March Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance, with remeasurement in each subsequent period. As such, on the date of issuance the Company allocated the proceeds between the common stock, Series A Warrants and Series B Warrants first to the fair value of the Series A Warrants and Series B Warrants, which were recorded as a liability.
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 $
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The fair value of the Series A and Series B Warrants as of September 30, 2025, was $
The fair value of the Series A and Series B Warrants as of September 30, 2026, was $
Series C and Series D Warrants
The Series C and Series D Warrants issued in connection with the August Private Placement were liability-classified in accordance with ASC 815 and remeasured to fair value at each reporting period while outstanding.
On May 12, 2025, the Company effected a 1-for-50 reverse stock split of its common stock. Following the reverse split, the 5-day reset period ended on May 19, 2025, with the lowest 5-day VWAP on May 14, 2025, being the price floor of $
On October 8, 2025, Madison Bond LLC and Bayside Project LLC (together, the “New Holders”) purchased all of the outstanding Series C and Series D Warrants previously issued by the Company pursuant to the August Subscription Agreement. Immediately thereafter, the Company exercised its rights under the August Subscription Agreement to convert all remaining unexercised portions of the Series C and Series D Warrants into shares of common stock at a ratio of
On December 8, 2025, the Company entered into an agreement with Anson Investments Master Fund LP (“Anson”), pursuant to which it issued
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The Company recorded a non-cash loss from changes in the fair value of derivative liabilities related to the Series C and Series D Warrants of $
The Company recognized non-cash gain (loss) from change in fair value of the Series C and Series D Warrants of $(
On February 5, 2026, the Company issued
Pre-Funded Warrants
In connection with the 2026 Private Placement (see Note 9), on June 9, 2026, the Company issued Pre-Funded Warrants to purchase up to
Placement Agent Warrants
Also in connection with the 2026 Private Placement, the Company issued the Placement Agent Warrants to purchase up to
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NOTE 9 — FORWARD PURCHASE AGREEMENT AND PRIVATE PLACEMENT FINANCING
2026 Private Placement
On June 7, 2026, the Company entered into a securities purchase agreement with an institutional investor (the “2026 Investor”), pursuant to which the Company agreed to issue and sell, in a private placement, (i)
Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as sole placement agent. In addition to the cash fee, the Company issued to the placement agent warrants to purchase up to
Total offering costs, consisting of cash costs of $
Pursuant to the 2026 Purchase Agreement, the Company agreed to register the resale of the shares and the shares of common stock underlying the Pre-Funded Warrants. The Company filed a registration statement on Form S-1 on June 12, 2026, which was declared effective by the SEC on June 22, 2026. In connection with the 2026 Private Placement, the Company’s directors, executive officers and holders of more than
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Forward Purchase Agreement
On December 13, 2023, Nubia entered into the FPA with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively, the “Seller” or “Forward Purchase Investors”), which was amended on August 29, 2024 and terminated on September 22, 2026, as described below. For purposes of the FPA, Nubia was referred to as the “Counterparty” prior to the consummation of the Merger, while Solidion Technology, Inc. (“Pubco”) was referred to as the “Counterparty” after the consummation of the Merger. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the FPA previously filed with the SEC.
Pursuant to the terms of the Forward Purchase Agreement, Seller had the right, but was not obligated to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase up to
The FPA provided for a prepayment shortfall equal to
Following the Closing, the reset price (the “Reset Price”) was initially the Initial Price. The Reset Price was 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 was subject to reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering. The Seller also retained the right to terminate part or all of the transaction through Optional Early Termination (OET) by providing notice, with corresponding payment obligations based on the Reset Price.
The Valuation Date for settlement was to occur at the earlier of three years post-Merger, specified adverse events (e.g., delisting or registration failure), or at the Seller’s discretion. Upon settlement, adjustments could be made in cash or shares, depending on the circumstances.
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The Seller waived redemption rights for Recycled Shares. The FPA was structured to comply with tender offer regulations, including Rule 14e-5 under the Securities Exchange Act of 1934.
On February 2, 2024, upon consummation of the Merger, NUBI made a payment to each Forward Purchase Investor in respect of their respective Recycled Shares. This payment related to
On January 17, 2024, the Company received a Pricing Date Notice from the Forward Purchase Investors specifying
Upon the issuance of the
The discount of $
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The Company accounted for the FPA as a liability-classified instrument due to the settlement provisions. The resulting fair value was recorded as a derivative liability on the condensed consolidated balance sheets. The Company recorded changes in the fair value of the FPA as a non-cash other income (expense) within change in fair value of derivatives account on the Company’s condensed consolidated statements of operations.
The Company utilized a Monte Carlo simulation model to determine the fair value of the FPA, comprising Recycled Shares of
As a result, the Company recognized non-cash gain (loss) from changes in the fair value of derivatives of $
Termination of the FPA
In December 2025, the Company filed a complaint against the Forward Purchase Investor and certain of its affiliates, asserting claims related to the FPA. On September 22, 2026, the parties entered into a settlement agreement under which the Company dismissed the action with prejudice, the defendants made no admission of liability, and the parties exchanged mutual releases of all claims arising under or related to the FPA. As a result, the FPA was terminated. No cash or other consideration was paid by either party in connection with the settlement. The shares previously issued to the Forward Purchase Investor remain outstanding, and the Company has no right to receive any further proceeds for those shares. Accordingly, accretion of the stock subscription receivable was recorded through the termination date, and the stock subscription receivable was derecognized upon termination.
Upon termination, the stock subscription receivable and the FPA derivative liability were derecognized, resulting in gain of $
NOTE 10 — DEBT
Convertible Notes
At various dates during the first quarter of 2024, the Company issued convertible notes of $
During the three months ended March 31, 2025, holders converted an aggregate of $
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Short-term Notes Payable
D. Boral Capital LLC
On February 1, 2024, the Company executed a Promissory Note with EF Hutton LLC (now known as D. Boral Capital LLC) (“D. Boral”), totaling $
The outstanding balance of the Promissory Note amounted to $
Benesch Friedlander Coplan & Aronoff LLP
On April 29, 2024, the Company executed a Promissory Note with Benesch Friedlander Coplan & Aronoff LLP (“Benesch”) in the original principal amount of $
During the three months ended June 30, 2026, the Company repaid the Benesch note in full, including all accrued interest. As of September 30, 2026, amounts remained outstanding under the note.
Great Point Capital, LLC
On October 29, 2025, the Company executed an unsecured Promissory Note with Great Point Capital, LLC (the “Noteholder”) in the principal amount of $
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The Note contains customary representations, warranties, and covenants of the Company and provides for events of default, including nonpayment of principal or interest, breaches of representations, insolvency events, and delisting of the Company’s common stock from Nasdaq. Upon an event of default, the Noteholder may declare all outstanding principal and accrued interest immediately due and payable. The accrued but unpaid interest on the Promissory Note totaled approximately $
On October 28, 2026, the Company and the Noteholder entered into an Amended and Restated Promissory Note that extended the maturity date to
The outstanding balance of Short-term Notes Payable amounted to $
Notes Payable — Related Party
As of September 30, 2026, the Company had two promissory notes outstanding with Madison Bond LLC, a significant stockholder, in the aggregate principal amount of $
NOTE 11 — INCOME TAXES
The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2026, and December 31, 2025, the Company had a full valuation allowance against its deferred tax assets.
For the three and nine months ended September 30, 2026 and 2025, the Company utilized the annualized effective tax rate method and recorded income tax expense based on a effective tax rate. No tax benefit or expense has been recorded in relation to the pre-tax income for the three and nine months ended September 30, 2026 and 2025, and pre-tax losses for the three and nine months ended September 30, 2026 and 2025 due to a full valuation allowance to offset any deferred tax assets.
NOTE 12 — STOCK-BASED COMPENSATION
Unrestricted Common Stock Awards
During the nine months ended September 30, 2026, no unrestricted common stock awards were granted and no related compensation expense was recognized.
During the three months ended March 31, 2025, the Company granted fully vested, unrestricted common shares to certain employees in connection with the terms of their individual employment agreements and recognized compensation expense of $
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Restricted Stock Units and Stock Options
During the three and nine months ended September 30, 2026, the Company granted
Independent Director RSU Grants
On August 31, 2026, the Board of Directors, upon the recommendation of the Compensation Committee, approved a revised compensation program for the Company’s independent directors, which superseded all prior resolutions regarding director compensation. Under the program, each independent director receives an annual award of RSUs with a value of $
On September 1, 2026, the Company granted a total of
The following table summarizes RSU activity for the nine months ended September 30, 2026:
| Number of RSUs | Weighted Average Grant-Date Fair Value | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled | ( | ) | ||||||
| Outstanding at September 30, 2026 | $ | |||||||
As of September 30, 2026, total unrecognized compensation cost related to unvested RSUs was approximately $
During the nine months ended September 30, 2025, the Company granted restricted stock units to certain executives and management in connection with the terms of their individual employment agreements. The Company recognized the amount of $
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Warrants
There were warrants granted during the three and nine months ended September 30, 2026. There were 12,000 at-the-money warrants outstanding as of September 30, 2026.
During the three and nine months ended September 30, 2025, the Company granted
Awards with Market-Based Conditions
In connection with the aforementioned executive employment agreements, certain executives are eligible to receive unrestricted shares of common stock if certain stock price targets are met during the term of the respective employment agreements. A stock price target will be satisfied if the 120-day trailing average closing price (based on trading days) of a share of the Company’s common stock equals or exceeds the applicable stock price target, which range from $
The following table summarizes our awards with market-based conditions:
| Number of Shares | Weighted Average Grant-Date Fair Value | |||||||
| Beginning of period | ||||||||
| Granted | $ | |||||||
| Vested | ||||||||
| Cancelled | ||||||||
| End of period | $ | |||||||
Awards with Performance Conditions
In connection with the aforementioned executive employment agreements, certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain capital raise targets. In addition, these executives can also receive a cash bonus equal to
Stock-based Compensation to Consultants
The Company periodically grants equity awards to non-employee consultants and contractors in exchange for services provided to the Company. The Company accounts for these awards in accordance with ASC 718. The grant-date fair value of the awards is measured on the date the awards are approved and the terms of the award and the recipient’s service obligation are established.
Equity awards granted to non-employee consultants and contractors may vest upon the grant date or over a specified service period. The Company recognizes stock-based compensation expense based on the grant-date fair value of the awards over the applicable service period. The grant-date fair value of shares issued is generally based on the closing price of the Company’s common stock on the date of grant.
During the three and nine months ended September 30, 2025, the Company recognized stock-based compensation expense of $
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NOTE 13 — FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1—quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2—observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3—unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about the Company’s liabilities that are measured at fair value as of September 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| September 30, | December 31, | |||||||||||
| Description: | Level | 2026 | 2025 | |||||||||
| Derivative Liabilities: | ||||||||||||
| Forward purchase agreement | 3 | $ | $ | |||||||||
| Warrants – Series A | 3 | $ | $ | |||||||||
Forward purchase agreement
The Company used a Monte Carlo analysis to determine the fair value of the FPA, assuming
The fair value measurement of the FPA at September 22, 2026 and December 31, 2025 was calculated using the following assumptions:
| September 22, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Stock price | $ | $ | ||||||
| Expected life | ||||||||
| Expected volatility of underlying stock | % | % | ||||||
| Dividends | % | % | ||||||
The model measured the total present value of the Company’s proceeds at approximately $
On September 22, 2026, the FPA was terminated in connection with a settlement agreement with the Forward Purchase Investors (see Note 9). Upon termination, the FPA derivative liability was derecognized, and no FPA liability was outstanding as of September 30, 2026.
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The following table presents the changes in the fair value of the derivative liability associated with the Forward Purchase Agreement, measured at fair value on a recurring basis using significant unobservable inputs (Level 3), for the three and nine months ended September 30, 2026:
| Fair Value | ||||
| Measurement | ||||
| Using Level 3 | ||||
| Forward Purchase Agreement | Inputs Total | |||
| Balance, December 31, 2025 | $ | |||
| Change in fair value | ( | ) | ||
| Balance, March 31, 2026 | ||||
| Change in fair value | ||||
| Balance, June 30, 2026 | ||||
| Change in fair value | ( | ) | ||
| Derecognition upon termination of the FPA | ( | ) | ||
| Balance, September 30, 2026 | ||||
Warrants – Series A
The Company utilized a Black-Scholes option pricing model to determine the fair value of the Series A Warrants at September 30, 2026, using the following assumptions:
| Series A Warrants | ||||
| Expected term | ||||
| Stock price | $ | |||
| Risk free rate | % | |||
| Expected volatility | % | |||
| Expected dividend rate | % | |||
| Exercise Price | $ | |||
The fair value of the Series A Warrants as of September 30, 2026 was $
The following table presents the changes in the fair value of the derivative liability associated with the Series A Warrants, measured at fair value on a recurring basis using significant unobservable inputs (Level 3), for the three and nine months ended September 30, 2026:
| Fair Value | ||||
| Measurement | ||||
| Using Level 3 | ||||
| Warrants – Series A | Inputs Total | |||
| Balance, December 31, 2025 | $ | |||
| Change in fair value | ( | ) | ||
| Balance, March 31, 2026 | ||||
| Change in fair value | ||||
| Reclassification to additional paid-in capital upon exercise of warrants | (357,141) | |||
| Balance, June 30, 2026 | ||||
| Change in fair value | ( | ) | ||
| Reclassification to additional paid-in capital upon exercise of warrants | (1,667,348) | |||
| Balance, September 30, 2026 | ||||
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Warrants – Series C and D
The Company’s Series C and Series D Warrants were classified as derivative liabilities and remeasured to fair value each reporting period until their conversion and cancellation in October 2025 (see Note 8).
Non-cash gain (loss) from the change in the fair value of the Series C and Series D Warrants was $(
As of December 31, 2025, all Series C and Series D Warrants had been exercised and warrants remained outstanding. Accordingly, fair value measurement was required for these instruments as of September 30, 2026, and gain or loss from change in fair value was recognized for the three and nine months ended September 30, 2026.
Stock-based compensation – Awards with Market-Based Conditions
The Company utilized a Monte Carlo simulation analysis to determine the fair value of the awards with market-based conditions at the date of the Merger, which included the following assumptions: stock price of $
Placement Agent Warrants
In connection with the 2026 Private Placement, the Company issued warrants to the placement agent to purchase up to
The grant-date fair value of the Placement Agent Warrants of $
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NOTE 14 — LEASES
The Company had no right-of-use assets or lease liabilities recorded on its consolidated balance sheets as of December 31, 2025.
Office lease
In July 2026, the Company entered into a Commercial Sublease Agreement (the “Sublease”) with American State Bank, a Texas banking association, for approximately
| Period | Annual Rate (per RSF) | Monthly Base Rent | Lease Year | ||||||||
| 7/13/26 – 11/30/26 | $ | $ | |||||||||
| 12/1/26 – 11/30/27 | $ | $ | |||||||||
| 12/1/27 – 11/30/28 | $ | $ | |||||||||
| 12/1/28 – 11/30/29 | $ | $ | |||||||||
| 12/1/29 – 11/30/30 | $ | $ | |||||||||
The Company also leases 11 parking spaces at a fixed charge of $
At commencement, the Company paid a security deposit of $
The Sublease is classified as an operating lease. At commencement, the Company recognized a ROU asset of $
The Sublease contains no options to extend or terminate the lease, no purchase option over the premises, and no residual value guarantees. The Sublease does not provide an implicit rate, and the Company therefore measured the lease liability using its estimated incremental borrowing rate of
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | |||||||
| Operating lease cost | $ | $ | ||||||
| Short-term lease cost | ||||||||
| Variable lease cost | ||||||||
| Total lease cost | $ | $ | ||||||
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Total lease cost is included in general and administrative expenses in the condensed consolidated statements of operations. The Company had lease cost for the three and nine months ended September 30, 2025, other than short-term lease cost of $ and $, respectively. Short-term lease cost relates to the Company’s former office premises, which were vacated in July 2026.
Supplemental cash flow and other information related to the operating lease was as follows:
| Nine Months Ended September 30, 2026 | ||||
| Cash paid for amounts included in the measurement of lease liabilities — operating cash flows | $ | |||
| Right-of-use asset obtained in exchange for a new operating lease liability | $ | |||
Cash paid for amounts included in the measurement of lease liabilities excludes $
The weighted-average remaining lease term and weighted-average discount rate as of September 30, 2026, were
| September 30, 2026 | ||||
| October 1, 2026 through December 31, 2026 | $ | |||
| Year ending December 31, 2027 | ||||
| Year ending December 31, 2028 | ||||
| Year ending December 31, 2029 | ||||
| Year ending December 31, 2030 | ||||
| Total undiscounted lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease payments | $ | |||
| Reported as of September 30, 2026 as: | ||||
| Operating lease liability, current | $ | |||
| Operating lease liability, non-current | ||||
| Total operating lease liability | $ | |||
The maturity analysis above excludes $
NOTE 15 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements.
Great Point Capital Note
On October 28, 2026, the Company and the Noteholder entered into an Amended and Restated Promissory Note that extended the maturity date to
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Solidion Technology, Inc. References to our “management” or our “management team” refer to our officers and directors. 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 Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.
Overview
Solidion Technology, Inc. is an advanced battery technology company focused on the development and commercialization of next-generation battery materials, components, and energy storage solutions. Headquartered in Dallas, Texas, with research and development (R&D) and manufacturing operations in Dayton, Ohio, Solidion is dedicated to transforming the energy storage landscape by addressing key limitations in current lithium-ion and emerging battery technologies.
The Company specializes in high-performance silicon-rich anode materials, solid-state battery technology, and 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), consumer electronics markets, and AI and data center markets.
The Company is also focused on the growing energy storage needs of AI and data center infrastructure. Rising power demands in these facilities require backup power solutions that deliver higher energy density, longer service life and a smaller footprint, and the Company intends to pursue opportunities to supply its battery technologies directly to data center operators and other end users.
Solidion holds an extensive intellectual property (IP) portfolio globally, which we believe positions 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.
A key 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.
The 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.
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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Our Products
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.
Battery Cells To rigorously validate the performance of its innovative anode materials, Solidion is actively engaged in the development and testing of a diverse portfolio of battery cells. By the close of 2024, Solidion, in collaboration with strategic partners, has successfully constructed and evaluated over three distinct types of cylindrical cells, each featuring either our advanced silicon (Si) or graphite-based anodes. These cells showcase a wide range of capabilities, with capacities spanning from 4.6 to an impressive 5.5Ah.
Notably, our 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, surpassing the typical 240-260 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 substantial improvement over the performance less than 1C typically seen in 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.
Furthermore, Solidion is actively developing cell variants tailored for applications requiring even higher power capabilities. These cells have already demonstrated impressive fast-charging capabilities, exceeding 3C, enabling rapid replenishment of energy and minimizing downtime. This focus on high-power cells underscores our commitment to addressing the diverse needs of the evolving energy storage market.
Beyond anode advancements, Solidion is also involved in 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.
Data Center Energy Storage Building on our 5500 silicon-carbon anode cell, we have developed the PEAK Series uninterruptible power supply (“UPS”) battery system, designed for AI data centers. Based on Company testing, the PEAK Series is designed to reduce UPS footprint by up to 30%, freeing floor space for computing equipment, and the 5500 cell is designed to last up to three times longer than conventional backup battery systems, reducing replacement and maintenance cycles.
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Recent Developments
2026 Private Placement
On June 7, 2026, we entered into a securities purchase agreement (the “2026 Purchase Agreement”) with a new institutional investor (the “2026 Investor”), pursuant to which we agreed to issue and sell, in a private placement (the “2026 Private Placement”), (i) 750,000 shares of Common Stock at a purchase price of $15.00 per share and (ii) pre-funded warrants to purchase up to 1,583,000 shares of Common Stock at a purchase price of $14.9999 per pre-funded warrant (the “Pre-Funded Warrants”). The Pre-Funded Warrants are exercisable at any time after issuance at an exercise price of $0.0001 per share and do not expire until exercised in full. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as sole placement agent for the 2026 Private Placement. The closing of the 2026 Private Placement occurred on June 9, 2026. We received aggregate gross proceeds of approximately $35.0 million and, after deducting the placement agent fee of 7% of gross proceeds and related offering expenses, net proceeds of approximately $32.2 million, which we intend to use to support the commercialization of our patented Extreme-Climate Battery technology, fulfill customer demand, expand inventory, advance the building and testing of prototypes, and for working capital and general corporate purposes.
Pursuant to the 2026 Purchase Agreement, we agreed to file a registration statement with the SEC registering the resale of the shares and the shares of Common Stock underlying the Pre-Funded Warrants. We filed the registration statement on Form S-1 on June 12, 2026, and it was declared effective by the SEC on June 22, 2026. In connection with the 2026 Private Placement, each of our directors, executive officers and holders of more than 10% of our Common Stock (on a fully diluted basis) entered into lock-up agreements restricting sales of our securities from June 7, 2026 until August 6, 2026, forty-five (45) days following the effective date of the registration statement (subject to certain exceptions and release with the prior written consent of the placement agent), and we agreed to certain restrictions on the issuance and sale of our Common Stock or Common Stock equivalents through the same date, subject to customary exceptions.
In connection with the 2026 Private Placement, we issued to the placement agent warrants (the “Placement Agent Warrants”) to purchase up to 116,650 shares of Common Stock, representing 5% of the total securities sold at the closing. The Placement Agent Warrants are immediately exercisable at an exercise price of $17.25 per share (equal to 115% of the purchase price per share in the 2026 Private Placement) and expire on the five-year anniversary of the date of the 2026 Purchase Agreement. The Placement Agent Warrants are subject to a 180-day lock-up from the date of the 2026 Purchase Agreement pursuant to FINRA Rule 5110(e)(1) and contain customary adjustments in the event of stock dividends, splits, reorganizations or similar events.
See Note 9 to the condensed consolidated financial statements for additional information regarding the 2026 Private Placement.
Treasury Strategies
On June 29, 2026, we announced our intention to opportunistically acquire shares of Space Exploration Technologies Corp. (“SpaceX”) to be held as a long-term strategic treasury asset. We expect the initial allocation, and any future additions, to represent a modest portion of our cash on hand and not to interfere with our operating priorities, planned capital expenditures, or ability to fund our core operations and strategic plan. As of September 30, 2026, and through the date of this Quarterly Report, we had not acquired any SpaceX shares under this strategy.
On November 14, 2024, we adopted a strategic Bitcoin allocation policy for our corporate treasury under which, subject to board approval, we may allocate excess cash from operations toward Bitcoin purchases, convert interest earnings from cash held in money market accounts into Bitcoin, and allocate a portion of future capital raises to Bitcoin acquisitions. To date, we have not purchased any Bitcoin under this policy. For fiscal year 2025, we did not identify excess cash from operations available for Bitcoin purchases, and the interest income of $19,094 generated in 2025, which had been designated for Bitcoin purchases, has not yet been converted. We did not allocate any portion of the net proceeds of the 2026 Private Placement to Bitcoin acquisitions, and the proceeds are intended to be used for the purposes described under “2026 Private Placement” above. Any future purchases of Bitcoin, including any conversion of designated interest earnings or allocation of proceeds from future capital raises, remain subject to board approval and will be evaluated in light of our operating priorities and liquidity needs.
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Office Lease
In July 2026, we entered into a Commercial Sublease Agreement for approximately 3,766 rentable square feet of office space at 1900 N. Pearl Street, Suite 1750, Dallas, Texas, which serves as our corporate headquarters. The sublease has a 53-month term commencing July 13, 2026, and expiring November 30, 2030. Upon execution we paid a security deposit of $21,906 and prepaid rent of $131,436. See Note 14 to the condensed consolidated financial statements.
Government Grants and Contracts
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 in Molten Salts, and the First Grant was for research to be conducted jointly with Oak Ridge National Laboratory to reduce imports of critical energy materials from foreign sources, improve American energy independence, and ensure that the U.S. maintains a technological lead in developing and deploying advanced energy technologies.
The DOE provided the second grant (the “Second Grant”) to scale up the synthesis of a carbon-nanosphere material that will be used as an anti-corrosive additive in molten-salts-based heat transfer fluids for advanced molten salt nuclear reactors. The Second Grant was also for research to be conducted jointly with Oak Ridge National Laboratory, this time to develop a nanofluids-based energy material, engineered colloidal suspension of hollow carbon nanoparticles in conventional molten salts, to enhance heat transfer and reduce corrosion in nuclear reactors, which is critical for reducing costs, increasing safety, and accelerating the commercialization of small modular nuclear reactors such as advanced molten salt reactors.
The U.S. Army awarded the Company a firm-fixed-price contract (the “Army Contract”) to develop an advanced fiber-based electronic battery system built on a coaxial carbon nanotube (“CNT”) yarn architecture. Under the Army Contract, the Company performs research services and delivers technical reports to the U.S. Army, with The University of Texas at Dallas performing part of the work as a research institution subcontractor. The research is aimed at developing a flexible, rechargeable lithium-ion battery in fiber form: a CNT yarn serves as both the structural core and current collector of the anode, integrated with Solidion’s silicon (Si) as the high-capacity anode material. Unlike the DOE grants, the Army Contract is a contract with a customer, and amounts earned under it are recognized as revenue.
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. During 2026, we began generating revenue from research and development services performed for the U.S. Army under a firm-fixed-price STTR contract. 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.
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Cost of Revenue
Cost of revenue consists of subcontractor costs directly related to fulfilling our government research contract.
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. Research and development expenses are presented net of reimbursements received under government grants, including our cooperative agreements with the U.S. Department of Energy.
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 as rent, office supplies and information technology costs.
Other Income (Loss)
Gain on Extinguishment of FPA
Gain on extinguishment of FPA represents the derecognition of the FPA derivative liability upon the termination of the FPA on September 22, 2026, in connection with a settlement agreement with the FPA investors under which no cash or other consideration was paid by either party. The gain is non-cash and is not expected to recur, as the FPA has been terminated.
Change in fair value of Derivative Liabilities
Change in fair value of derivative liabilities consists of the remeasurement, at each reporting date, of the Company’s liability-classified financial instruments: the Series A Warrants issued in the March 2024 private placement and, until its termination on September 22, 2026, the Forward Purchase Agreement (“FPA”). These instruments are recorded at fair value, and changes in fair value are recognized in the condensed consolidated statements of operations. The fair value of the Series A Warrants is estimated using a Black-Scholes option pricing model, and the fair value of the FPA was estimated using a Monte Carlo simulation model. Both valuations use significant unobservable inputs, including the expected volatility of the Company’s common stock. See Note 13 to the condensed consolidated financial statements.
Interest Income
Interest income is derived from the Company’s operating cash account, which is periodically invested in short-term money market funds.
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Interest Expense
Interest expense consists primarily of the interest on the Company’s short-term notes and D&O insurance premium financing arrangement.
Results of Operations
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 Months Ended September 30, 2026 and 2025
| For the Three Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | 41,638 | $ | 9,350 | ||||
| Cost of revenue | 120,000 | 4,321 | ||||||
| Operating expenses | 2,240,915 | 1,747,929 | ||||||
| Total other income/(expense) | 2,563,700 | (2,349,245 | ) | |||||
| Net income/(loss) | $ | 244,423 | (4,092,145 | ) | ||||
Revenue and Cost of Revenue
Revenue increased by $32,288 for the three months ended September 30, 2026, to $41,638, compared to $9,350 for the three months ended September 30, 2025. The increase was primarily attributable to government contract revenue recognized during the period. Cost of revenue increased by $115,679 to $120,000, primarily reflecting subcontractor costs incurred under that contract.
Operating Expenses
Operating expenses increased by $492,986 for the three months ended September 30, 2026. The increase was primarily driven by a $300,000 accrual for short-term incentive compensation for an executive officer, as well as increased personnel costs, legal fees and professional service expenses.. This increase was partially offset by lower research and development costs, which decreased in part because of reimbursements received under our DOE grant for certain qualifying research and development expenses.
Other Income (Expense)
Other income increased by $4,912,945 for the three months ended September 30, 2026. This increase was largely driven by a gain of $1,241,242 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and warrants related to the March 2024 private placement financing, compared to a loss of $2,237,050 in the three months ended September 30, 2025. Other expense for the quarter also included a $1,297,600 gain on extinguishment of the Forward Purchase Agreement and interest expense of $143,131 primarily related to the Company’s short-term notes.
Summary of Statements of Operations for the Nine Months Ended September 30, 2026 and 2025
| For the Nine Months Ended September 30, | ||||||||
| 2026 | 2025 (Restated) | |||||||
| Revenue | $ | 251,978 | 13,350 | |||||
| Cost of revenue | 121,696 | 6,648 | ||||||
| Operating expenses | 5,591,189 | 6,669,395 | ||||||
| Total other income | 1,387,906 | 9,651,319 | ||||||
| Net income (loss) | $ | (4,073,001 | ) | 2,988,626 | ||||
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Revenue and Cost of Revenue
Revenue increased by $238,628 for the nine months ended September 30, 2026, to $251,978, compared to $13,350 for the nine months ended September 30, 2025. The increase was primarily attributable to government contract revenue recognized during the period. Cost of revenue increased by $115,048 to $121,696, primarily reflecting subcontractor costs incurred under that contract.
Operating Expenses
Operating expenses decreased by $1,078,206 for the nine months ended September 30, 2026. The decrease was primarily driven by decrease in research and development expenses, including lower personnel expenses associated with the commercialization of our battery cell products and lower third-party validation testing of our proprietary silicon anode.
Other Income (Expense)
Other income decreased by $8,263,413 for the nine months ended September 30, 2026. This decrease was largely driven by a gain of $884,812 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the March 2024 private placement financing, compared to a gain of $9,964,250 in the nine months ended September 30, 2025. Additionally, there was interest expense of $443,961 primarily related to the Company’s short-term notes.
Cash Flows
The following tables set forth a summary of our cash flows for the periods indicated:
| For the Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating Activities | (5,455,432 | ) | (3,607,781 | ) | ||||
| Investing Activities | (88,680 | ) | (213,882 | ) | ||||
| Financing Activities | 31,493,391 | 628,437 | ||||||
| Net increase (decrease) in cash | 25,949,279 | (3,193,226 | ) | |||||
Net Cash used in Operating Activities
Net cash used in operating activities was $5,455,432 for the nine months ended September 30, 2026, compared with $3,607,781 for the nine months ended September 30, 2025. Cash used in operating activities primarily reflects payments for research and development, including personnel and third-party testing, and for general and administrative costs, including professional fees and public company costs. In 2026, it also reflects payments of liabilities accrued in prior periods, which reduced accounts payable and accrued expenses by $319,651, and initial payments of $165,420 under our new headquarters sublease. These outflows were partially offset by collections under our U.S. Army research contract, reimbursements of research costs under our DOE cooperative agreement, and interest income on our money market funds.
The increase in cash used in operating activities compared with 2025 was primarily due to a $319,651 decrease in accounts payable and accrued expenses in 2026, compared with a $2,134,207 increase in 2025, when we deferred payment of certain obligations, partially offset by lower research and development spending.
Net Cash used in Investing Activities
For the nine months ended September 30, 2026, the Company used cash of $88,680 in investing activities consisting of purchases of manufacturing equipment and capitalized patent costs.
For the nine months ended September 30, 2025, the Company used cash of $213,882 in investing activities consisting of purchases of Silicon Oxide (SiOx) manufacturing equipment and capitalized patent costs.
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Net Cash provided by Financing Activities
For the nine months ended September 30, 2026, net cash provided by financing activities was $31,493,391. This consisted primarily of net proceeds of approximately $32.2 million from the 2026 Private Placement, after deducting the placement agent fee and offering expenses paid and partially offset by the repayments of short-term notes of $696,732.
For the nine months ended September 30, 2025, the Company generated cash of $628,437 from financing activities. The Company received proceeds from warrant exercises of $671,568. These increases were offset by repayment of short-term notes of $42,671.
Liquidity and Capital Resources
Since Solidion’s inception, the Company has experienced recurring net losses and has generated minimal sales. These conditions, together with the Company’s limited cash resources in prior periods and its default under an outstanding promissory note, previously raised substantial doubt about the Company’s ability to continue as a going concern, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
In June 2026, we completed a private placement of 750,000 shares of common stock and pre-funded warrants to purchase 1,583,000 shares of common stock, for aggregate gross proceeds of approximately $35.0 million (approximately $32.2 million net of placement agent fees and offering expenses).
During the nine months ended September 30, 2026, we incurred losses from operations totaling $5,460,907 and net cash used in operating activities of $5,455,432. As of September 30, 2026, we had an accumulated deficit of $167,445,540. We expect to continue to incur such losses for at least the next twelve months, and we expect our expenditures to increase as we advance our development and commercialization activities. Our longer-term capital requirements will depend on many factors, including the pace of our technology development, the buildout of manufacturing capabilities, and our ability to generate revenue.
As part of our strategy to commercialize our technologies and accelerate access to revenue, customers and manufacturing capacity, we evaluate opportunities to acquire complementary businesses or assets, including companies experiencing financial distress. We continue to evaluate other opportunities. We have not entered into any definitive agreement, and there can be no assurance that any acquisition will be completed.
As of September 30, 2026, we had cash and cash equivalents of $26,154,004. Management has evaluated our projected operating requirements — including our obligations under the promissory note currently in default and the potential acquisitions we are currently evaluating, against our existing cash and cash equivalents. Based on this evaluation, we believe that we have sufficient liquidity to fund our operations, satisfy our obligations as they become due, and fund potential acquisitions consistent with our current plans for at least one year following the date the financial statements included in this Quarterly Report are issued. Accordingly, the conditions that previously raised substantial doubt about our ability to continue as a going concern have been alleviated.
Beyond the next twelve months, our liquidity and ability to fund our research and development, commercialization activities, working capital needs and debt obligations will depend on our future financial performance, including our ability to generate revenue, which is subject to economic, commercial, financial and other factors, many of which are beyond our control. If those factors change significantly, if we pursue acquisitions larger than currently contemplated, or if an acquired business requires more capital than we expect, we may need to raise additional capital. We anticipate that any such additional liquidity would be obtained through the sale of equity securities, debt financing, government contracts and grants, or a combination of these sources. We may be unable to obtain additional financing on reasonable terms or at all.
Off-Balance Sheet Arrangements
At September 30, 2026, 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.
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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. There were no changes to the Company’s critical accounting estimates from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025.
Forward Purchase Agreement
Through its termination on September 22, 2026, the FPA was classified as a derivative liability and measured at fair value using a Monte Carlo simulation model (Level 3). The valuation required significant estimates and judgments, most notably the expected volatility of the Company’s common stock and the expected term. The final remeasurement as of the termination date resulted in a non-cash gain from the change in fair value of $459,100 for the three months ended September 30, 2026, after which the FPA derivative liability was derecognized. See Note 9 – Forward Purchase Agreement and March 2024 private placement financing and Note 13 – Fair Value Measurements. As a result of the termination, the fair value of the FPA will no longer be a critical accounting estimate in future periods.
Recently Issued Accounting Standards
See Note 3, Summary of Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report for a description of recently issued accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
This item is not applicable as we are a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on an evaluation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the 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, 2026, because of certain material weaknesses in our internal control over financial reporting, as previously disclosed in Part II, Item 9A, “Controls and Procedures,” of our Annual Report on Form 10-K for the year ended December 31, 2025.
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Changes in Internal Control over Financial Reporting
We are committed to remediating the material weaknesses as soon as practicable. During the three months ended September 30, 2026, we made the following changes to our internal control over financial reporting as part of our remediation efforts:
| ● | Technical accounting resources. In September 2026, we hired a Senior Manager, Accounting with more than 20 years of experience in technical accounting, financial reporting, internal controls and transaction advisory, including extensive experience at a Big Four accounting firm. | |
| ● | Segregation of duties. We reassigned responsibilities within our financial reporting function. Journal entries, account reconciliations and the periodic financial reports are now generally prepared by the Senior Manager, Accounting and reviewed by our Chief Financial Officer. | |
| ● | Period-end close. We enhanced our period-end close process, including by implementing analytical review procedures over our condensed consolidated financial statements and expanding our close checklist to include additional and more detailed procedures with defined timelines and responsibilities. | |
| ● | Accounting for complex transactions. We enhanced our process for evaluating significant non-routine transactions, including by requiring review of technical accounting memoranda by the Senior Manager, Accounting. | |
| ● | Audit Committee oversight. On August 31, 2026, our Board of Directors appointed three new independent directors to the Audit Committee, each of whom qualifies as an audit committee financial expert. |
We have made progress in implementing the measures described above, and our remediation efforts are ongoing. We will continue to design and implement our risk assessment process, formal accounting policies and procedures, controls over the review and approval of journal entries and reconciliations, and monitoring activities. The material weaknesses will not be considered remediated until the applicable controls have been designed and implemented, have operated for a sufficient period of time, and management has concluded that they are operating effectively. We may take additional remediation measures or modify the measures described above as appropriate.
Other than the changes described above, there were no changes in our internal control over financial reporting during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth under “Litigation” in Note 6 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report is incorporated herein by reference. In June 2026, D. Boral Capital LLC (f/k/a EF Hutton LLC) filed a complaint against the Company in the Supreme Court of the State of New York, County of New York, seeking payment of outstanding principal, accrued interest, and costs under a promissory note as to which the Company is in default. See Note 6 and Note 10 to the condensed consolidated financial statements.
An arbitration claim was filed in in Ohio in 2025 and amended in July 2026 against the Company alleging breach of contract. The matter is currently in the discovery stage and the Company intends to vigorously defend itself.
On August 12, 2026, the Company was named as a nominal defendant in a civil action involving Henry Ikezi, a significant stockholder and related party of the Company, under Section 16(b) of the Securities Exchange Act of 1934. The Company is monitoring this action, and the outcome cannot be presently determined.
On May 13, 2025, O2 Capital Inc. and KORR Value LP filed a complaint in the Court of Chancery of the State of Delaware against the Company, its Chief Executive Officer and Mach FM Acquisitions LLC. The plaintiffs allege that the Company failed to timely register and deliver shares issuable under a December 2023 promissory note, and seek unspecified damages, interest, and fees and costs.
On September 22, 2026, the Company was named as a defendant in a civil action filed in the New York County Supreme Court. The plaintiff alleges, among other things, that the Company breached an engagement agreement dated January 21, 2026, based on the alleged failure of the Company to pay a “tail” fee commission in connection with a private placement of the Company’s securities. The Company has until December 1, 2026 to respond to the complaint. Our investigation into this case remains ongoing but the Company intends to vigorously defend the matter.
From time to time, the Company is involved in other legal proceedings and claims arising in the ordinary course of business. The Company does not believe any such other pending matters, individually or in the aggregate, will have a material adverse effect on its financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Unregistered Sales of Equity Securities
During the three months ended September 30, 2026, the Company issued:
| ● | 214,037 shares of common stock upon the cashless exercise of 246,664 Series A Warrants issued in the March 2024 private placement; and |
| ● | 275,000 shares of common stock upon the exercise of Pre-Funded Warrants issued in the 2026 Private Placement, for aggregate cash proceeds of $27.50. |
The shares issued upon the cashless exercise of the Series A Warrants were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act. The shares issued upon exercise of the Pre-Funded Warrants were issued in reliance on Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid in connection with these issuances.
(b) Use of Proceeds
Not applicable.
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(c) Issuer Purchases of Equity Securities
The following table provides information about repurchases of our common stock during the three months ended September 30, 2026:
| Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | |||||||||||||
| July 1 – July 31, 2026 | — | — | — | — | ||||||||||||
| August 1 – August 31, 2026 | — | — | — | — | ||||||||||||
| September 1 – September 30, 2026 | 19,915 | $ | 7.03 | 19,915 | $ | 860,000 | ||||||||||
| Total | 19,915 | $ | 7.03 | 19,915 | ||||||||||||
| (1) | On September 14, 2026, we announced that our Board of Directors had authorized a stock repurchase program, effective September 13, 2026, under which we may repurchase up to $1.0 million of our outstanding common stock. The program will expire on the earliest of (i) the repurchase of the full authorized amount, (ii) March 14, 2028, or (iii) its termination by the Board of Directors. No repurchase plans or programs expired or were terminated during the period. See Note 7 to the condensed consolidated financial statements. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the nine months ended September 30, 2026, no director or officer of the Company
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Solidion Technology, Inc. | ||
Dated: November 9, 2026 | By: | /s/ Jaymes Winters |
| Name: | Jaymes Winters | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| Solidion Technology, Inc. | ||
Dated: November 9, 2026 | By: | /s/ Vlad Prantsevich |
| Name: | Vlad Prantsevich | |
| Title: | Chief Financial Officer (Principal Accounting and Financial Officer) | |
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