Forward Purchase Agreement and Private Placement Financing	9 Months Ended
Sep. 30, 2026
Forward Purchase Agreement and Private Placement Financing [Abstract]
FORWARD PURCHASE AGREEMENT AND PRIVATE PLACEMENT FINANCING	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) 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 2026 Private Placement closed on June 9, 2026. The Company received aggregate gross proceeds of approximately $35.0 million and net proceeds of approximately $32.2 million after deducting the placement agent fee of 7% of gross proceeds and other offering expenses. The shares, the Pre-Funded Warrants, and the Placement Agent Warrants (as defined below) were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) thereunder. 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 116,650 shares of common stock (the “Placement Agent Warrants”), representing 5% of the total securities sold at the closing. See Note 8 for the terms and accounting treatment of the Pre-Funded Warrants and the Placement Agent Warrants. Total offering costs, consisting of cash costs of $2,814,747 and the $1,938,014 grant-date fair value of the Placement Agent Warrants, were allocated between the common stock and the Pre-Funded Warrants issued in the 2026 Private Placement on the basis of their relative fair values at issuance and recorded as a reduction of the gross proceeds within additional paid-in capital. Because both the common stock and the Pre-Funded Warrants are classified within stockholders’ equity, the allocation had no effect on the amounts recognized in the condensed consolidated financial statements, and no offering costs were charged to expense. See Note 3 for the Company’s accounting for offering costs, including the write-off of deferred offering costs associated with a previously proposed offering that was abandoned during the period. 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 10% of its common stock (on a fully diluted basis) entered into lock-up agreements restricting sales of the Company’s securities from June 7, 2026, until August 6, 2026 (forty-five 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 the Company agreed to certain restrictions on the issuance and sale of its common stock or common stock equivalents through the same date, subject to customary exceptions. See Note 5 for a waiver obtained from parties to a prior securities purchase agreement in connection with the 2026 Private Placement. 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 9.9% of the total Class A ordinary shares, par value $0.0001 per share (“Additional Shares”) outstanding following the closing of the Merger, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”). Seller was not required to purchase an amount of NUBI Shares such that, following such purchase, Seller’s ownership would exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waived such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement was subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement. The FPA provided for a prepayment shortfall equal to 0.50% of the product of Recycled Shares and the Initial Price. The Seller could conduct Shortfall Sales at its discretion to recover this shortfall without triggering early termination obligations. The Prepayment Amount payable to the Seller was calculated based on the number of shares purchased and the redemption price, less any prepayment shortfall, and was funded from the Counterparty’s Trust Account. Additionally, up to 4,000 shares could be purchased at the Initial Price. 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. 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 147 Recycled shares and consisted of a cash payment of $80,241 released from the trust account. The payment was calculated as an amount equal to (a) the number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, as amended from time to time (the “Certificate of Incorporation”), less (b) the prepayment Shortfall. Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors of $2,193,800 from the trust account as reimbursement for the 4,000 consideration shares. On January 17, 2024, the Company received a Pricing Date Notice from the Forward Purchase Investors specifying 116,771 Additional Shares. On March 22, 2024, the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 160,771. On June 11, 2024, the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 190,860. On August 29, 2024, the Additional Shares were issued to the Forward Purchase Investors. Upon the issuance of the 190,860 Additional Shares to the Forward Purchase Investors on August 29, 2024, the Company recognized (i) an increase to APIC of $3,124,379, measured at the fair value of the shares at the time of share issuance, (ii) a corresponding stock subscription receivable of $2,372,232 as a contra-equity component within stockholders’ equity (deficit), representing the consideration receivable for the shares issued, and (iii) a $752,147 loss on issuance of common stock within Other Income (Expense) was recognized representing the difference between the face value of the stock subscription receivable and its present value. The stock subscription receivable was presented as a reduction to total stockholders’ equity (deficit) until the termination of the FPA. The discount of $752,147 was accreted using the effective interest method over the period from August 29, 2024 through the Termination Date (as defined below) (originally through February 2, 2027), with each period’s accretion recorded as an increase to both the stock subscription receivable and APIC within stockholders’ equity (deficit), with no impact on the statements of operations. Accretion for the three and nine months ended September 30, 2026, was $77,180 and $236,798, respectively. The stock subscription receivable balance as of the Termination Date, prior to its derecognition, was $3,078,225. 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 147 and Additional Shares of 190,860, totaling 191,007 shares (the “FPA Shares”) as of the Termination Date and December 31, 2025. The model estimated a liability of approximately $1,297,600 as of the Termination Date, compared to $1,756,700 as of June 30, 2026 and $1,388,700 as of December 31, 2025. As a result, the Company recognized non-cash gain (loss) from changes in the fair value of derivatives of $459,100 and $91,100 for the three and nine months ended September 30, 2026, respectively, compared to $(133,400) and $5,518,100 for the three and nine months ended September 30, 2025, respectively. 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 $1,297,600 within other income (expense) and an adjustment to additional paid-in capital of $3,078,225. As of September 30, 2026, the Company had no assets, liabilities, or stock subscription receivable outstanding related to the FPA.

Forward Purchase Agreement and Private Placement Financing

9 Months Ended

Sep. 30, 2026

Forward Purchase Agreement and Private Placement Financing [Abstract]

FORWARD PURCHASE AGREEMENT AND PRIVATE PLACEMENT FINANCING

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) 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 2026 Private Placement closed on June 9, 2026. The Company received aggregate gross proceeds of approximately $35.0 million and net proceeds of approximately $32.2 million after deducting the placement agent fee of 7% of gross proceeds and other offering expenses. The shares, the Pre-Funded Warrants, and the Placement Agent Warrants (as defined below) were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) thereunder.

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 116,650 shares of common stock (the “Placement Agent Warrants”), representing 5% of the total securities sold at the closing. See Note 8 for the terms and accounting treatment of the Pre-Funded Warrants and the Placement Agent Warrants.

Total offering costs, consisting of cash costs of $2,814,747 and the $1,938,014 grant-date fair value of the Placement Agent Warrants, were allocated between the common stock and the Pre-Funded Warrants issued in the 2026 Private Placement on the basis of their relative fair values at issuance and recorded as a reduction of the gross proceeds within additional paid-in capital. Because both the common stock and the Pre-Funded Warrants are classified within stockholders’ equity, the allocation had no effect on the amounts recognized in the condensed consolidated financial statements, and no offering costs were charged to expense. See Note 3 for the Company’s accounting for offering costs, including the write-off of deferred offering costs associated with a previously proposed offering that was abandoned during the period.

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 10% of its common stock (on a fully diluted basis) entered into lock-up agreements restricting sales of the Company’s securities from June 7, 2026, until August 6, 2026 (forty-five 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 the Company agreed to certain restrictions on the issuance and sale of its common stock or common stock equivalents through the same date, subject to customary exceptions. See Note 5 for a waiver obtained from parties to a prior securities purchase agreement in connection with the 2026 Private Placement.

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 9.9% of the total Class A ordinary shares, par value $0.0001 per share (“Additional Shares”) outstanding following the closing of the Merger, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”). Seller was not required to purchase an amount of NUBI Shares such that, following such purchase, Seller’s ownership would exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waived such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement was subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

The FPA provided for a prepayment shortfall equal to 0.50% of the product of Recycled Shares and the Initial Price. The Seller could conduct Shortfall Sales at its discretion to recover this shortfall without triggering early termination obligations. The Prepayment Amount payable to the Seller was calculated based on the number of shares purchased and the redemption price, less any prepayment shortfall, and was funded from the Counterparty’s Trust Account. Additionally, up to 4,000 shares could be purchased at the Initial Price.

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.

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 147 Recycled shares and consisted of a cash payment of $80,241 released from the trust account. The payment was calculated as an amount equal to (a) the number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, as amended from time to time (the “Certificate of Incorporation”), less (b) the prepayment Shortfall. Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors of $2,193,800 from the trust account as reimbursement for the 4,000 consideration shares.

On January 17, 2024, the Company received a Pricing Date Notice from the Forward Purchase Investors specifying 116,771 Additional Shares. On March 22, 2024, the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 160,771. On June 11, 2024, the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 190,860. On August 29, 2024, the Additional Shares were issued to the Forward Purchase Investors.

Upon the issuance of the 190,860 Additional Shares to the Forward Purchase Investors on August 29, 2024, the Company recognized (i) an increase to APIC of $3,124,379, measured at the fair value of the shares at the time of share issuance, (ii) a corresponding stock subscription receivable of $2,372,232 as a contra-equity component within stockholders’ equity (deficit), representing the consideration receivable for the shares issued, and (iii) a $752,147 loss on issuance of common stock within Other Income (Expense) was recognized representing the difference between the face value of the stock subscription receivable and its present value. The stock subscription receivable was presented as a reduction to total stockholders’ equity (deficit) until the termination of the FPA.

The discount of $752,147 was accreted using the effective interest method over the period from August 29, 2024 through the Termination Date (as defined below) (originally through February 2, 2027), with each period’s accretion recorded as an increase to both the stock subscription receivable and APIC within stockholders’ equity (deficit), with no impact on the statements of operations. Accretion for the three and nine months ended September 30, 2026, was $77,180 and $236,798, respectively. The stock subscription receivable balance as of the Termination Date, prior to its derecognition, was $3,078,225.

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 147 and Additional Shares of 190,860, totaling 191,007 shares (the “FPA Shares”) as of the Termination Date and December 31, 2025. The model estimated a liability of approximately $1,297,600 as of the Termination Date, compared to $1,756,700 as of June 30, 2026 and $1,388,700 as of December 31, 2025.

As a result, the Company recognized non-cash gain (loss) from changes in the fair value of derivatives of $459,100 and $91,100 for the three and nine months ended September 30, 2026, respectively, compared to $(133,400) and $5,518,100 for the three and nine months ended September 30, 2025, respectively.

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 $1,297,600 within other income (expense) and an adjustment to additional paid-in capital of $3,078,225. As of September 30, 2026, the Company had no assets, liabilities, or stock subscription receivable outstanding related to the FPA.