Solidion Technology Inc. Files Q2 2025 10-Q Report

TL;DR

Solidion Tech 10-Q filed for Q2 2025. Check financials.

AI Summary

Solidion Technology Inc. filed its quarterly report (10-Q) for the period ending June 30, 2025. The company, formerly known as Nubia Brand International Corp., is incorporated in Delaware and headquartered in Dallas, Texas. The filing details its financial performance and operational status for the specified quarter.

Why It Matters

This filing provides investors with an update on Solidion Technology's financial health and operational progress during the second quarter of 2025, crucial for investment decisions.

Risk Assessment

Risk Level: low — This is a standard quarterly financial filing with no immediate red flags or significant new risks disclosed.

Key Numbers

• 20250630 — Quarter End Date (The period covered by the 10-Q filing.)
• 20250819 — Filing Date (The date the 10-Q was submitted to the SEC.)

Key Players & Entities

• Solidion Technology Inc. (company) — Registrant
• Nubia Brand International Corp. (company) — Former company name
• June 30, 2025 (date) — Quarterly period end date
• August 19, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Dallas, TX (location) — Business address
• 001-41323 (file_number) — SEC file number

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share STI The Nasdaq Stock Market L
• $575.00 — se Common Stock at an exercise price of $575.00 per share, previously listed under tick
• $12.50 — ommon stock is greater than or equal to $12.50 per share (subject to any adjustment pu
• $15.00 — ommon stock is greater than or equal to $15.00 per share (subject to any adjustment pu
• $25.00 — ommon stock is greater than or equal to $25.00 per share (subject to any adjustment pu

Filing Documents

• ea0250398-10q_solidion.htm (10-Q) — 844KB
• ea025039801ex31-1_solidion.htm (EX-31.1) — 9KB
• ea025039801ex31-2_solidion.htm (EX-31.2) — 9KB
• ea025039801ex32-1_solidion.htm (EX-32.1) — 3KB
• ea025039801ex32-2_solidion.htm (EX-32.2) — 3KB
• 0001213900-25-078583.txt ( ) — 6511KB
• sti-20250630.xsd (EX-101.SCH) — 66KB
• sti-20250630_cal.xml (EX-101.CAL) — 42KB
• sti-20250630_def.xml (EX-101.DEF) — 343KB
• sti-20250630_lab.xml (EX-101.LAB) — 586KB
• sti-20250630_pre.xml (EX-101.PRE) — 358KB
• ea0250398-10q_solidion_htm.xml (XML) — 736KB

- 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 31 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 37 Item 4.

Controls and Procedures

Controls and Procedures 37

- OTHER INFORMATION

Part II - OTHER INFORMATION 39 Item 1.

Legal Proceedings

Legal Proceedings 39 Item 1A.

Risk Factors

Risk Factors 39 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 39 Item 3. Defaults Upon Senior Securities 39 Item 4. Mine Safety Disclosures 39 Item 5. Other Information 39 Item 6. Exhibits 40

SIGNATURES

SIGNATURES 41 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 Markets 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

PART I - FINANCIAL INFORMATION

Unaudited Condensed Consolidated

Item 1. Unaudited Condensed Consolidated and Combined Financial Statements SOLIDION TECHNOLOGY, INC. CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS (unAUDITED) June 30, 2025 December 31, 2024 ASSETS Current Assets: Cash $ 114,652 $ 3,353,732 Accounts receivable 5,111 999 Other receivable 302,500 302,500 Inventory 24,430 24,430 Prepaid expenses 346,237 206,784 Other current assets 431,608 - Total Current Assets 1,224,538 3,888,445 Property and Equipment, net of depreciation 2,117,196 2,094,536 Patents, net of amortization 1,993,268 1,972,830 Total Assets $ 5,335,002 $ 7,955,811 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Accounts payable and accrued expenses $ 3,457,424 $ 2,135,586 Income taxes payable - 6,369 Excise tax payable 937,167 909,871 Derivative liabilities 10,810,700 25,272,650 Due to related party 87,873 87,873 Convertible notes - 527,500 Short-term notes payable 1,875,290 1,917,962 Total Liabilities 17,168,454 30,857,811 Commitments and contingencies (Note 5) 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, 2,716,794 and 2,633,956 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 272 13,169 Additional paid-in capital 94,785,605 93,045,581 Stock subscription receivable ( 80,241 ) ( 80,241 ) Accumulated deficit ( 106,539,088 ) ( 115,880,509 ) Total Stockholders' Equity (Deficit) ( 11,833,452 ) ( 22,902,000 ) Total Liabilities and Stockholders' Equity (Deficit) $ 5,335,002 $ 7,955,811 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 Ended

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN 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 June 14, 2021 and is an advanced battery technology company focused on the development and commercialization of next-generation battery materials, components, and energy storage solutions. Solidion is headquartered in Dallas, TX, with research and development and manufacturing operations located in Dayton, OH. On February 2, 2024, Nubia Brand International Corp., a Delaware corporation ("Nubia" and after the Transactions described herein, the "Company", "Solidion" or "Solidion Technology, Inc."), consummated the 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"). HBC was formerly the energy solutions division of Global Graphene Group, Inc. ("G3"). 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. In accordance with the Merger Agreement the Company issued to the HBC stockholders aggregate consideration of 1,400,000 shares of Solidion's common stock, minus up to 4,000 Holdback Shares, subject to adjustment for any additional interest or penalties related to the G3 Tax Lien (the "Closing Merger Consideration Shares") at the effective time of the Merger Agreement (the "Effective Time"), plus up to an additional 450,000 shares of Solidion's common stock (the "Earnout Shares")

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS Subsequent to the issuance of the interim financial information as of and for the period ended September 30, 2024, the Company identified an error related to the accounting for issuance costs associated with convertible notes. Specifically, approximately $ 2.8 million of non-cash, non-operating stock-based expense related to bonus shares was inadvertently omitted and not reflected in the financial statements for the first quarter of 2024. See Note 10 Convertible Notes for more details. As a result, the Company has revised its previously issued financial statements to reflect the correction of this material error, recording the issuance cost in issuance of common stock and warrants within non-operating losses. The revision had no impact on total stockholders' equity or cash flows, but it did increase net loss and increase additional paid-in capital in the affected periods. The revised quarterly financial information is included in this Quarterly Report on Form 10-Q in the tables that follow. All references to common stock, warrants, and restricted stock units, as well as related per-share amounts in these condensed consolidated and combined financial statements, have been retrospectively adjusted to reflect the 1-for-50 reverse stock split effected on May 12, 2025. The impact of the restatement on the condensed consolidated and combined statement of operations for the six months ended June 30, 2024 is as follows: June 30, 2024 (Unaudited) As Reported Adjustments As Restated OTHER INCOME (EXPENSE) Change in fair value of derivative liabilities $ 16,784,200 $ - $ 16,784,200 Issuance of Common Stock and Warrants ( 17,820,998 ) ( 2,769,719 ) ( 20,590,717 ) Interest income 482 - 482 Interest expense ( 22,923 ) - ( 22,923 ) Other income (expense) 4,037 - 4,037 Total other expense ( 1,055,202 ) ( 2,769,719 ) ( 3,824,921 ) Net loss before income tax provision ( 7,747,847

View Full Filing

View this 10-Q filing on SEC EDGAR