Solidion Technology Inc - 2026年季度报告

Not applicable (Former name or former address, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted andpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 19, 2026, there were 7,745,683 shares of common stock of the Company issued and outstanding. SOLIDION TECHNOLOGY, INC. EXPLANATORY NOTE On February 2, 2024 (the “Closing Date”), Nubia Brand International Corp., a Delaware corporation (“Nubia” and after theTransactions described herein, the “Combined Company” or “Solidion Technology, Inc.”), consummated the previously announcedbusiness combination (the “Closing”) pursuant to a Merger Agreement (as amended on August 25, 2023, the “Merger Agreement”), byand among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation andwholly-owned subsidiary of Nubia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the Unless the context otherwise requires, the “registrant” and the “Company” refer to Nubia prior to the Closing and to the CombinedCompany and its subsidiaries following the Closing and “HBC” and “Honeycomb” refers toHoneycomb Battery Companyand itssubsidiaries 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 Marketsunder the symbol “STIWW”. Until the Merger, Nubia neither engaged in any operations nor generated any revenue, and based on its PART I - FINANCIAL INFORMATION Stockholders’ Deficit: SOLIDION TECHNOLOGY, INC. NOTES TO CONDENSED CONSOLIDATED 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 onthe development and commercialization of next-generation battery materials, components, and energy storage solutions. Solidion is 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 MergerAgreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, HoneycombBattery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary ofNubia (“Merger Sub”). HBC was formerly the energy solutions division of Global Graphene Group, Inc. (“G3”). Pursuant to the In accordance with the Merger Agreement, the Company issued to the HBC stockholders aggregate consideration of 1,400,000 sharesof Solidion’s common stock, minus up to 4,000 Holdback Shares, subject to adjustment for any additional interest or penalties relatedto 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”) upon the occurrence of the following On October 9, 2025, the Company issued 450,000 shares of its common stock to G3 pursuant to the earnout provisions of the MergerAgreement. The issuance followed the approval of the Company’s Board of Directors to deem all earnout milestones satisfied in full,after considering the Company’s post-merger capital structure and ongoing shared-services arrangem