Solidion Technology Inc. Files Q3 2024 10-Q

Ticker: STI · Form: 10-Q · Filed: Nov 19, 2024 · CIK: 1881551

Sentiment: neutral

Topics: 10-Q, financials, company-update

TL;DR

Solidion Tech 10-Q filed for Q3 2024. Formerly Nubia Brand Intl. Based in Dallas, TX.

AI Summary

Solidion Technology Inc. filed its 10-Q for the quarterly period ended September 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 third quarter of 2024, crucial for assessing its current market position.

Risk Assessment

Risk Level: low — This is a standard quarterly filing (10-Q) that provides financial and operational updates, not indicating immediate significant risk.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of Solidion Technology Inc.?

The filing lists Solidion Technology Inc.'s Standard Industrial Classification as MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690].

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 20210902.

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

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

What is the SEC file number for Solidion Technology Inc.?

The SEC file number for Solidion Technology Inc. is 001-41323.

For what period is this 10-Q report filed?

This 10-Q report is filed for the quarterly period ended September 30, 2024.

Filing Stats: 4,485 words · 18 min read · ~15 pages · Grade level 19.2 · Accepted 2024-11-19 17:16:25

Key Financial Figures

Filing Documents

- FINANCIAL INFORMATION

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

Management's Discussion and Analysis of Financial

Management's Discussion and Analysis of Financial Condition and Results of Operations 30 Item 3.

Quantitative and Qualitative Disclosures about Market

Quantitative and Qualitative Disclosures about Market Risk 36 Item 4.

Controls and Procedures

Controls and Procedures 36

- OTHER INFORMATION

Part II - OTHER INFORMATION 38 Item 1.

Legal Proceedings

Legal Proceedings 38 Item 1A.

Risk Factors

Risk Factors 38 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38 Item 3. Defaults Upon Senior Securities 38 Item 4. Mine Safety Disclosures 38 Item 5. Other Information 38 Item 6. Exhibits 39

SIGNATURES

SIGNATURES 40 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

- FINANCIAL

PART I - FINANCIAL INFORMATION Item 1. Unaudited Condensed Consolidated and Combined Financial Statements SOLIDION TECHNOLOGY, INC. CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS September 30, 2024 (unaudited) December 31, 2023 (unaudited) ASSETS Current Assets: Cash $ 1,188,657 $ 780 Accounts receivable 999 2,164 Other receivable 302,500 187,500 Inventory 24,430 22,730 Prepaid expenses 163,807 44,892 Other current assets 356,301 - Total Current Assets 2,036,694 258,066 Property and Equipment, net of depreciation 2,141,918 2,319,152 Patents, net of amortization 1,922,009 1,852,649 Total Assets $ 6,100,621 $ 4,429,867 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Accounts payable and accrued expenses $ 2,072,190 $ 144,923 Income taxes payable 89,267 - Excise tax payable 890,385 - Derivative liabilities 19,266,715 - Due to related party 87,873 872,485 Convertible notes 527,500 - Short-term notes payable 1,953,335 - Total Liabilities 24,887,265 1,017,408 Commitments and contingencies (Note 7) Stockholders' Equity (Deficit): Preferred stock, $ 0.0001 par value; 2,000,000 shares authorized; none issued and outstanding - - Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 117,340,914 and 69,800,000 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively 11,733 6,980 Additional paid-in capital 85,617,896 28,850,985 Stock subscription receivable ( 80,241 ) - Accumulated deficit ( 104,336,032 ) ( 25,445,506 ) Total Stockholders' Equity (Deficit) ( 18,786,644 ) 3,412,459 Total Liabilities and Stockholders' Equity (Deficit) $ 6,100,621 $ 4,429,867 The accompanying notes are an integral part of these unaudited condensed consolidated and combined financial statements. 1 SOLIDION TECHNOLOGY, INC. CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (unAUDITED) For the Three Months E

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. 6 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated and combined financial statements (the "financial statements") are presented in conformity with US GAAP and pursuant to the rules and regulations of the SEC. Additionally, the accompanying financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form S-1 filed by the Company with the SEC on October 2, 2024. 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

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