Solidion Restates Q2, Swings to Profit on Derivative Gains Amid Cash Drain

Ticker: STI · Form: 10-Q/A · Filed: Nov 20, 2025 · CIK: 1881551

Sentiment: bearish

Topics: Restatement, Going Concern, Derivative Liabilities, Cash Flow, Net Income, Warrants, Liquidity Risk, Battery Technology

Related Tickers: STI

TL;DR

**Solidion's Q2 'profit' is a mirage built on warrant revaluation, while its cash dwindles, signaling deep operational issues and a precarious future.**

AI Summary

Solidion Technology Inc. (STI) filed a 10-Q/A for the quarter ended June 30, 2025, restating its financial statements due to errors in warrant liability valuation and diluted EPS calculations. The company reported a net income of $7,080,771 for the six months ended June 30, 2025, a significant improvement from a net loss of $10,517,566 in the prior year period. This turnaround was primarily driven by a $12,201,300 positive change in the fair value of derivative liabilities, compared to a $16,784,200 negative change in the same period of 2024. However, the company's cash position significantly deteriorated, with cash decreasing from $3,353,732 at December 31, 2024, to $114,652 by June 30, 2025. Total current assets also fell from $3,888,445 to $1,224,538, while total liabilities decreased from $30,857,811 to $19,429,104, largely due to the revaluation of derivative liabilities. The restatement specifically corrected the accounting for 810,389 Series A Warrants and their impact on derivative liabilities and EPS. The company continues to operate with a significant accumulated deficit of $108,799,738 as of June 30, 2025, and its financial statements are prepared under a going concern assumption, indicating ongoing financial challenges despite the reported net income.

Why It Matters

This restatement by Solidion Technology Inc. highlights significant accounting vulnerabilities, particularly concerning complex financial instruments like warrants. For investors, the substantial positive 'change in fair value of derivative liabilities' of $12,201,300 is a non-cash gain that masks underlying operational cash burn, as evidenced by the drastic drop in cash from $3.35 million to $0.11 million. This raises questions about the sustainability of the company's operations and its ability to fund future growth in the competitive advanced battery technology market. Employees and customers might face uncertainty regarding the company's long-term stability given the 'going concern' disclosure and minimal sales of $4,000 for the six months ended June 30, 2025.

Risk Assessment

Risk Level: high — The risk level is high due to the 'going concern' disclosure, indicating substantial doubt about Solidion Technology Inc.'s ability to continue operations. The company's cash balance plummeted from $3,353,732 to $114,652 in six months, alongside minimal net sales of $4,000 for the six months ended June 30, 2025. This severe cash burn and lack of significant revenue generation, despite a reported net income driven by non-cash derivative revaluations, present a critical liquidity risk.

Analyst Insight

Investors should exercise extreme caution and consider divesting from Solidion Technology Inc. (STI). The reported net income is largely non-cash, and the severe decline in cash, coupled with the 'going concern' warning and minimal revenue, indicates fundamental operational and liquidity challenges. Do not be misled by the positive net income figure; focus on the cash flow and the company's ability to generate sustainable revenue.

Financial Highlights

debt To Equity
N/A
revenue
$4,000
operating Margin
N/A
total Assets
$1,224,538
total Debt
N/A
net Income
$7,080,771
eps
$1.33
gross Margin
N/A
cash Position
$114,652
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

Why did Solidion Technology Inc. (STI) restate its Q2 2025 financial statements?

Solidion Technology Inc. restated its Q2 2025 financial statements due to errors in the reported number of Series A Warrants outstanding and their fair value measurement, as well as inaccuracies in the diluted earnings per share (EPS) calculations for Series A and Series C shares. Specifically, 810,389 Series A Warrants were not properly accounted for in the warrant liability valuation.

What was Solidion Technology Inc.'s net income for the six months ended June 30, 2025?

For the six months ended June 30, 2025, Solidion Technology Inc. reported a restated net income of $7,080,771. This is a significant improvement compared to a net loss of $10,517,566 for the same period in 2024.

How did the change in fair value of derivative liabilities impact Solidion Technology Inc.'s earnings?

The change in fair value of derivative liabilities had a positive impact of $12,201,300 on Solidion Technology Inc.'s net income for the six months ended June 30, 2025. This contrasts sharply with a negative impact of $16,784,200 in the prior year period, largely contributing to the reported net income.

What is Solidion Technology Inc.'s cash position as of June 30, 2025?

As of June 30, 2025, Solidion Technology Inc.'s cash balance was $114,652. This represents a substantial decrease from $3,353,732 reported at December 31, 2024.

Does Solidion Technology Inc. have a 'going concern' warning?

Yes, Solidion Technology Inc.'s financial statements have been prepared under the assumption that the company will continue as a going concern, but the filing explicitly states that the company has experienced recurring net losses and net cash used in operating activities, and has generated minimal sales, raising substantial doubt about its ability to continue.

What were Solidion Technology Inc.'s net sales for the six months ended June 30, 2025?

Solidion Technology Inc. reported minimal net sales of $4,000 for the six months ended June 30, 2025. This indicates a very low level of revenue generation from its core business activities.

How many shares of Solidion Technology Inc. common stock were outstanding as of August 13, 2025?

As of August 13, 2025, there were 2,774,305 shares of Solidion Technology Inc. common stock issued and outstanding.

What is the primary business of Solidion Technology Inc.?

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. It is headquartered in Dallas, TX, with R&D and manufacturing in Dayton, OH.

What was the impact of the restatement on Solidion Technology Inc.'s derivative liabilities?

The restatement corrected the derivative liabilities on Solidion Technology Inc.'s balance sheet, which decreased from $25,272,650 at December 31, 2024, to $13,071,350 at June 30, 2025. This change was primarily due to the revaluation of the 810,389 Series A Warrants.

What should investors consider regarding Solidion Technology Inc.'s financial health?

Investors should note Solidion Technology Inc.'s precarious financial health, characterized by a 'going concern' warning, a significant drop in cash to $114,652, and minimal net sales of $4,000. While the company reported a net income of $7,080,771, this was largely a non-cash gain from derivative revaluation, masking an underlying operational cash burn of $3,255,997.

Risk Factors

Industry Context

Solidion Technology Inc. operates in the advanced battery technology sector, focusing on next-generation materials, components, and energy storage solutions. This industry is highly competitive and capital-intensive, driven by the global demand for electric vehicles and renewable energy storage. Key trends include the development of higher energy density, faster charging capabilities, and improved safety and sustainability of battery chemistries.

Regulatory Implications

The restatement of financial statements due to accounting errors highlights potential weaknesses in internal controls and financial reporting, which could attract scrutiny from regulatory bodies like the SEC. Investors should be aware of the ongoing need for robust compliance and accurate disclosures.

What Investors Should Do

  1. Monitor cash burn and liquidity closely.
  2. Evaluate the sustainability of reported net income.
  3. Assess the impact of warrant revaluation on future earnings.
  4. Consider the going concern risk.

Key Dates

Glossary

10-Q/A
An amended quarterly report filed with the SEC, used to correct or supplement information previously filed in a 10-Q report. (This filing is an amendment to Solidion Technology Inc.'s quarterly report, indicating corrections to previously reported financial data.)
Warrant Liability
A financial liability recorded for warrants issued by a company that are not classified as equity. Changes in the fair value of these warrants can impact net income. (Errors in valuing warrant liabilities were a primary reason for the restatement of Solidion Technology Inc.'s financial statements.)
Diluted EPS
Earnings per share calculated by dividing net income by the total number of diluted shares outstanding, including potential shares from options, warrants, and convertible securities. (The calculation of diluted EPS was corrected in the restatement, impacting the reported earnings per share for the period.)
Going Concern
An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt about a company's ability to continue as a going concern, it must be disclosed. (Solidion Technology Inc.'s financial statements are prepared under this assumption, indicating potential financial instability.)
Accumulated Deficit
The cumulative net losses of a company since its inception that have not been offset by net income. (Solidion Technology Inc. has a substantial accumulated deficit of $108,799,738 as of June 30, 2025, reflecting its history of losses.)
Fair Value of Derivative Liabilities
The estimated market price of a derivative financial instrument (like a warrant) at a specific point in time. Changes in fair value are recognized in earnings. (A significant positive change in the fair value of derivative liabilities greatly contributed to the reported net income for the six months ended June 30, 2025.)

Year-Over-Year Comparison

The restated financial statements for the six months ended June 30, 2025, show a dramatic swing to net income of $7.08 million, compared to a net loss of $10.52 million in the prior year period. This turnaround is primarily driven by a $12.20 million positive change in derivative liabilities, contrasting with a $16.78 million negative change previously. However, this period also saw a severe deterioration in cash position, with cash falling from $3.35 million at year-end 2024 to just $114,652 by June 30, 2025, and a significant decline in total current assets. While total liabilities decreased from $30.86 million to $19.43 million, largely due to derivative revaluation, the company continues to face substantial financial challenges, as evidenced by its ongoing operating cash burn and large accumulated deficit.

Filing Stats: 4,571 words · 18 min read · ~15 pages · Grade level 18.1 · Accepted 2025-11-19 17:32:32

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 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 References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to "we," "us," the "Company" or "our company" are to Solidion Technology, Inc. Background of Restatement This Amendment No. 1 ("Amendment No. 1") to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Solidion Technology for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission ("SEC") on August 19, 2025 (the "Original Filing"). On November 14, 2025, the Audit Committee of the Board of Directors (the "Audit Committee") of Solidion Technology (the "Company") in consultation with management of the Company, concluded that the Company's previously issued unaudited condensed consolidated and combined financial statements as of and for the three and six month periods ended June 30, 2025 included in the Company's Quarterly Report on Form 10-Q for such period should no longer be relied upon. Similarly, any prior earnings releases and investor communications that included or discussed the affected financial information should no longer be relied upon. The Company identified errors in (i) the reported number of Series A Warrants outstanding and the related fair value measurement of those warrants as of June 30, 2025 and for the three- and six-month periods ended June 30, 2025, and (ii) the number of Series A and Series C shares included in the diluted earnings per share ("EPS") calculations for the six-month period ended June 30, 2025. Specifically, the Company determined that a total of 810,389 Series A Warrants associated with the private placement completed on March 13, 2024 (the "March Private Placement") should have been accounted for and included in the warrant liability valuation, rather than the previously reported amount. The correction impacts the derivative liabilities on the Company's balance sheet and the associated non-cash change in fair value of derivative liabilities recogniz

, Item 1, Unaudited

Part I, Item 1, Unaudited Condensed Consolidated and Combined Financial Statements

, Item 2, Management's Discussion and Analysis of Financial

Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations No other items within the Original Filing have been modified or updated except as required to reflect the restatement described herein. Readers should refer to this Amendment No. 1, and not the Original Filing, when reviewing the Company's financial information for the periods presented. Corporate Background 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 Mark

- 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 (Restated) 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 13,071,350 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 19,429,104 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 ( 108,799,738 ) ( 115,880,509 ) Total Stockholders' Equity (Deficit) ( 14,094,102 ) ( 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 T

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")

View Full Filing

View this 10-Q/A filing on SEC EDGAR

View on Read The Filing