Solidion Technology Inc. Files Q2 2024 10-Q

Ticker: STI · Form: 10-Q · Filed: Aug 13, 2024 · CIK: 1881551

Sentiment: neutral

Topics: 10-Q, quarterly-report, financials

TL;DR

Solidion Tech (NASDAQ: STNN) dropped its Q2 10-Q. Check financials.

AI Summary

Solidion Technology Inc. filed its 10-Q for the quarterly period ended June 30, 2024. The company, formerly known as Nubia Brand International Corp., is incorporated in Delaware and headquartered in Dallas, Texas. The filing covers its financial performance and operations for the specified quarter.

Why It Matters

This filing provides investors with an update on Solidion Technology's financial health and operational status for the second quarter of 2024, crucial for investment decisions.

Risk Assessment

Risk Level: medium — As a 10-Q filing, it contains detailed financial information that could reveal significant risks or opportunities, requiring careful analysis.

Key Players & Entities

FAQ

What is the primary business of Solidion Technology Inc.?

Solidion Technology Inc. is classified under the Standard Industrial Classification code 3690, which pertains to Miscellaneous Electrical Machinery, Equipment & Supplies.

When was Solidion Technology Inc. formerly known as?

Solidion Technology Inc. was formerly known as Nubia Brand International Corp., with a date of name change on September 2, 2021.

What is the filing date of this 10-Q report?

This 10-Q report was filed on August 13, 2024.

What is the fiscal year end for Solidion Technology Inc.?

The fiscal year end for Solidion Technology Inc. is December 31.

Where are Solidion Technology Inc.'s principal executive offices located?

Solidion Technology Inc.'s principal executive offices are located at 13355 Noel Road, Suite 1100, Dallas, TX 75240.

Filing Stats: 4,556 words · 18 min read · ~15 pages · Grade level 17.8 · Accepted 2024-08-13 08:00:38

Key Financial Figures

Filing Documents

- FINANCIAL INFORMATION

Part I - FINANCIAL INFORMATION 1 Item 1. Unaudited Condensed Consolidated and Combined Financial Statements 1 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 35 Item 4.

Controls and Procedures

Controls and Procedures 35

- OTHER INFORMATION

Part II - OTHER INFORMATION 37 Item 1.

Legal Proceedings

Legal Proceedings 37 Item 1A.

Risk Factors

Risk Factors 37 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37 Item 3. Defaults Upon Senior Securities 37 Item 4. Mine Safety Disclosures 37 Item 5. Other Information 37 Item 6. Exhibits 38

SIGNATURES

SIGNATURES 39 i EXPLANATORY NOTE On February 2, 2024, Nubia Brand International Corp., a Delaware corporation ("Nubia" and after the Transactions (as defined below), the "Combined Company" or "Solidion Technology, Inc."), consummated a merger (the "Closing") pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the "Merger Agreement"), by and among Nubia, Honeycomb Battery Company, an Ohio corporation ("HBC"), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the "Merger," and the transactions contemplated by the Merger Agreement, the "Transactions"), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed "Solidion Technology, Inc." upon Closing. 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 under the symbol "STI". The Company's Public Warrants to purchase Common Stock at an exercise price of $11.50 per share, previously listed under ticker "NUBIW", were delisted from the Nasdaq. The unaudited condensed consolidated and combined financial statements included herein reflect the operations of HBC for prior periods, as HBC is the accounting acquirer and predecessor. 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 PART I - FINANCIAL INFO

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

financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The Company's current business activities consist of development and commercialization of battery materials, components, cells, and selected module/pack technologies. The Company faces inherent risks associated with its operations, such as the ongoing development of its technology, marketing, and distribution channels, as well as the enhancement of its supply chain and manufacturing capabilities. Additionally, the need to recruit additional management and key personnel is vital. The success of the Company's development initiatives and the achievement of profitability hinge on various factors, including its ability to enter potential markets and secure sustainable financing in the future. The Company's future results of operations involve a number of risks and uncertainties. Factors that could affect the Company's future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor relationships and dependence on key individuals. NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL Subsequent to the issuance of the financial statements as of and for the three and six months ended June 30, 2023 for the Battery Group of Global Graphene Group, Inc. (also known as the energy solutions division of Global Graphene Group, Inc.), the Company determined that it had incorrectly accounted for operating expenses in the previously issued unaudited interim financial statements for the three and six months ended June 30, 2023. Specifically, the Company had not timely accrued operating expenses in the three and six month periods ended June 30, 2023, resulting in an understatement of operating expenses and payable to parent liabili

financial statements as of and for the three and six month periods ended June 30, 2023, have been restated

financial statements as of and for the three and six month periods ended June 30, 2023, have been restated. In accordance with SEC Staff Accounting Bulletin (SAB) No. 99, "Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," the Company assessed the impact of these errors and determined that it was not material to its previously issued financial statements. 6 The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: As Previously Reported Adjustments As Restated Condensed Consolidated and Combined Statement of Operations for the three months ended June 30, 2023 Operating expenses Selling, general and administrative 308,245 43,085 351,330 Total operating expenses 989,891 43,085 1,032,976 Operating loss ( 989,891 ) ( 43,085 ) ( 1,032,976 ) Net Income (loss) $ ( 989,500 ) $ ( 43,085 ) $ ( 1,032,585 ) Condensed Consolidated and Combined Statement of Operations for the six months ended June 30, 2023 Operating expenses Selling, general and administrative 951,386 381,576 1,332,962 Total operating expenses 2,393,517 381,576 2,775,093 Operating loss ( 2,393,217 ) ( 381,576 ) ( 2,774,793 ) Net Income (loss) ( 2,392,551 ) ( 381,576 ) ( 2,774,127 ) Basic and diluted net income (loss) per share of common stock $ ( 0.03 ) $ ( 0.01 ) $ ( 0.04 ) Condensed Consolidated and Combined Statement of Cash Flows for the six months ended June 30, 2023 Cash Flows From Operating Activities: Net loss $ ( 2,392,551 ) $ ( 381,576 ) $ ( 2,774,127 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Changes in operating assets and liabilities: Due to related party - 444,076 444,076 Net Cash Used In Operating Activities ( 2,212,897 ) 62,500 ( 2,150,397 ) Cash Flows F

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