# Solidion Technology, Inc. (STI) 10-Q SEC filing - Q2 FY2026

- Filed: May 20, 2026, 5:00 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001213900-26-059602
- OpenCapital page: https://www.opencapital.sh/filings/0001213900-26-059602
- Markdown URL: https://www.opencapital.sh/filings/0001213900-26-059602.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1881551/000121390026059602/0001213900-26-059602-index.htm

## Filing documents

- [10-Q (ea0288674-10q_solidion.htm)](https://www.sec.gov/Archives/edgar/data/1881551/000121390026059602/ea0288674-10q_solidion.htm)

---

## 10-Q

SEC source: [ea0288674-10q_solidion.htm](https://www.sec.gov/Archives/edgar/data/1881551/000121390026059602/ea0288674-10q_solidion.htm)

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-Q**

☒ **QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the quarterly period ended March 31, 2026

☐ **TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the transition period from __________ to __________

Commission File Number: 001-41323

**SOLIDION TECHNOLOGY, INC.**

(Exact name of registrant as specified in its charter)

**Delaware** **87-1993879**

(State or other jurisdiction of     incorporation or organization) (I.R.S. Employer    Identification Number)

| 13355 Noel Rd, Suite 1100 Dallas, TX | 75240 |
| --- | --- |
| (Address of principal executive offices) | (Zip Code) |

Registrant’s telephone number, including
area code: **(972) 918-5120**

**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 Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant
has submitted electronically every Interactive Date File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying 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 ☒

**Securities registered pursuant to Section 12(b)
of the Act:**

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.0001 per share STI The Nasdaq Stock Market LLC

As of May 19, 2026, there were 7,745,683 shares of common stock of
the Company issued and outstanding.

**SOLIDION TECHNOLOGY, INC.**

**FORM 10-Q FOR THE QUARTER
ENDED MARCH 31, 2026**

**TABLE OF CONTENTS**

| [**Part I - FINANCIAL INFORMATION**](#a_001) |  | 1 |
| --- | --- | --- |
| [Item 1.](#a_002) | [Unaudited Condensed Consolidated Financial Statements](#a_002) | 1 |
| [Item 2.](#a_007) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_007) | 28 |
| [Item 3.](#a_008) | [Quantitative and Qualitative Disclosures about Market Risk](#a_008) | 36 |
| [Item 4.](#a_009) | [Controls and Procedures](#a_009) | 36 |
| [**Part II - OTHER INFORMATION**](#a_010) |  | 37 |
| [Item 1.](#a_011) | [Legal Proceedings](#a_011) | 37 |
| [Item 1A.](#a_012) | [Risk Factors](#a_012) | 37 |
| [Item 2.](#a_013) | [Unregistered Sales of Equity Securities and Use of Proceeds](#a_013) | 37 |
| [Item 3.](#a_014) | [Defaults Upon Senior Securities](#a_014) | 37 |
| [Item 4.](#a_015) | [Mine Safety Disclosures](#a_015) | 37 |
| [Item 5.](#a_016) | [Other Information](#a_016) | 37 |
| [Item 6.](#a_017) | [Exhibits](#a_017) | 38 |
| [**SIGNATURES**](#a_018) |  | 39 |

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
INFORMATION**

## Item 1. Unaudited Condensed Consolidated
Financial Statements**

**SOLIDION TECHNOLOGY, INC.**

### CONDENSED CONSOLIDATED BALANCE SHEETS

_(unAUDITED)_

| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| ASSETS |  |  |
| Current Assets: |  |  |
| Cash | $38,887 | $204,725 |
| Accounts receivable | 15,624 | 5,110 |
| Other receivable | 302,500 | 302,500 |
| Inventory | 24,430 | 24,430 |
| Prepaid expenses | 66,818 | 170,257 |
| Deferred offering costs | 460,915 | - |
| Other current assets | 447,329 | 76,166 |
| Total Current Assets | 1,356,503 | 783,188 |
| Property and Equipment, net of depreciation | 1,974,467 | 2,022,043 |
| Patents, net of amortization | 1,995,774 | 1,991,623 |
| Total Assets | $5,326,744 | $4,796,854 |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |  |  |
| Current Liabilities: |  |  |
| Accounts payable and accrued expenses | $5,553,222 | $3,509,936 |
| Excise tax payable | 1,060,321 | 964,463 |
| Derivative liabilities | 4,211,250 | 4,772,600 |
| Due to related party | 162,873 | 87,873 |
| Short-term notes payable | 2,607,666 | 2,647,556 |
| Total Liabilities | 13,595,332 | 11,982,428 |
| Commitments and contingencies (Note 6) |  |  |
| Stockholders’ 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, 7,745,683 and 7,465,283 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | 774 | 746 |
| Additional paid-in capital | 159,453,519 | 159,027,646 |
| Stock subscription receivable | (2,919,674) | (2,841,427) |
| Accumulated deficit | (164,803,207) | (163,372,539) |
| Total Stockholders’ Deficit | (8,268,588) | (7,185,574) |
| Total Liabilities and Stockholders’ Deficit | $5,326,744 | $4,796,854 |

The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.

1

**SOLIDION TECHNOLOGY, INC.**

### CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

_(unAUDITED)_

| Line item | For the Three Months Ended March 31, | For the Three Months Ended March 31, | For the Three Months Ended March 31, |
| --- | --- | --- | --- |
|  | 2026 |  | 2025 (Restated) |
| Net sales | $ | $$85,426 | - |
| Cost of goods sold |  | 1,696 | - |
| Gross profit |  | 83,730 | - |
| Operating Expenses |  |  |  |
| Research and development |  | 402,387 | 1,353,050 |
| Selling, general and administrative |  | 1,455,636 | 1,779,619 |
| Total operating expenses |  | 1,858,023 | 3,132,669 |
| Operating loss |  | (1,774,293) | (3,132,669) |
| Other Income (Expense) |  |  |  |
| Change in fair value of derivative liabilities |  | 561,350 | 12,417,450 |
| Interest income |  | 191 | 16,271 |
| Interest expense |  | (147,233) | (106,422) |
| Other (expense) |  | (70,683) | - |
| Total other income |  | 343,625 | 12,327,299 |
| Net (loss) income before provision for income taxes |  | (1,430,668) | 9,194,630 |
| Provision for income taxes |  | - | - |
| Net (loss) income | $ | $$(1,430,668) | 9,194,630 |
| Weighted average number of shares of common stock outstanding, basic |  | 7,786,342 | 3,001,784 |
| Basic net (loss) income per share of common stock | $ | $$(0.18) | 3.06 |
| Weighted average number of shares of common stock outstanding, diluted |  | 7,786,342 | 3,048,833 |
| Diluted net loss per share of common stock | $ | $$(0.18) | (0.30) |

The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.

2

**SOLIDION TECHNOLOGY, INC.**

**CONDENSED
Consolidated STATEMENTS OF CHANGES IN STOCKHOLDERs’ (DEFICIT)**

**FOR THE THREE MONTHS ENDED MARCH 31, 2026**

**(UNAUDITED)**

| Line item | Common Stock / Shares | Common Stock / Amount | Additional / Paid-in / Capital | Accumulated / Deficit | Stockholders’ / (Deficit) |
| --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | 7,465,283 | $746 | $159,027,646 | $(163,372,539) | $$(7,185,574)) |
| Shares issued upon settlement of warrants | 240,400 | 24 | (24) | — | — |
| Forward Purchase Agreement – subscription receivable discount | — | — | 78,247 | — | — |
| Discount on short term notes payable | — | — | 70,000 | — | 70,000 |
| Stock-based compensation to consultants | 40,000 | 4 | (4) | — | — |
| Stock-based compensation | — | — | 277,654 | — | 277,654 |
| Net loss | — | — | — | (1,430,668) | (1,430,668) |
| Balance at March 31, 2026 | 7,745,683 | $774 | $159,453,519 | $(164,803,207) | $$(8,268,588)) |

**FOR THE THREE MONTHS ENDED MARCH 31, 2025**

**(RESTATED)**

| Line item | Common Stock / Shares | Common Stock / Amount | Additional / Paid-in / Capital | Accumulated / Deficit | Stockholders’ / (Deficit) |
| --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2024 | 2,633,956 | $13,169 | $101,998,956 | $(122,368,539) | $$(22,902,000)) |
| Shares issued from exercise of Series A Warrants | 14,755 | 74 | 241,472 | — | 241,546 |
| Conversion of convertible notes into common stock | 67,895 | 339 | 527,161 | — | 527,500 |
| Shares issued to consultants | 100 | 1 | 670 | — | 671 |
| Reverse stock split | — | (13,311) | 13,311 | — | — |
| Stock-based compensation | — | — | 754,361 | — | 754,361 |
| Net income | — | — | — | 9,194,630 | 9,194,630 |
| Balance at March 31, 2025 | 2,716,706 | $272 | $103,535,931 | $(113,173,909) | $$(12,183,292)) |

The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.

3

**SOLIDION TECHNOLOGY, INC.**

### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

_(UNAUdITED)_

| Line item | For the Three Months Ended March 31, 2026 | For the Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Cash Flows From Operating Activities: |  |  |
| Net (loss) income | $(1,430,668) | $9,194,630 |
| Adjustments to reconcile net (loss) income to net cash used in operating activities: |  |  |
| Depreciation and amortization | 67,400 | 69,942 |
| Stock based compensation | 277,654 | 754,361 |
| Equity compensation expense | — | 671 |
| Non-cash interest expense | — | 90,450 |
| Amortization of debt discount | 30,110 | — |
| Change in fair value of derivative liabilities | (561,350) | (12,417,450) |
| Changes in operating assets and liabilities: |  |  |
| Accounts receivable | (10,514) | — |
| Prepaid expenses | 103,439 | (302,034) |
| Deferred offering costs | (460,915) | — |
| Other current assets | (371,163) | (607,376) |
| Accounts payable and accrued expenses | 2,043,286 | 867,249 |
| Income taxes payable | — | (6,369) |
| Excise taxes | 95,858 | 13,648 |
| Due to related party | 75,000 | — |
| Net Cash Used In Operating Activities | (141,863) | (2,342,278) |
| Cash Flows From Investing Activities: |  |  |
| Capitalized patent costs | (23,975) | (40,156) |
| Net Cash Used In Investing Activities | (23,975) | (40,156) |
| Cash Flows From Financing Activities: |  |  |
| Repayment of short-term notes | — | (42,671) |
| Proceeds from issuance of common stock from exercise of warrants | — | 241,546 |
| Net Cash Provided By Financing Activities | — | 198,875 |
| Net change in cash | (165,838) | (2,183,559) |
| Cash at beginning of period | 204,725 | 3,353,732 |
| Cash at end of period | $38,887 | $1,170,173 |
| Supplemental disclosure |  |  |
| Cash paid for interest expense | — | $7,329 |
| Cash paid for federal income taxes | — | $6,369 |
| Supplemental disclosure of non-cash financing activities: |  |  |
| Issuance of Common Stock upon the closing of the Merger | — | $414 |
| FPA discount accretion | $78,247 | — |
| Debt discount recognized on note payable | $70,000 | — |
| Convertible notes converted to common shares | — | $527,500 |
| Capitalized interest to principal balance of short-term note payable | — | $90,450 |
| Reverse stock split — reclassification from common stock to additional paid-in capital | — | $13,311 |
| Shares issued upon settlement of warrants | $24 | — |

The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.

4

**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 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”) upon the occurrence of the following events (or earlier upon a change
of control of Solidion but subject to (and only to the extent that) the valuation of Solidion’s common stock implied by such change
of control transaction meeting the respective volume weighted average price (“VWAP”), as defined in the Merger Agreement.

On October 9, 2025, the Company issued 450,000 shares of its common
stock to G3 pursuant to the earnout provisions of the Merger Agreement. 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 arrangements with G3. Accordingly, the Company has completed its obligations related to the Earnout Arrangement
under the Merger Agreement.

The Merger was accounted for as a common control
transaction with respect to HBC which is akin to a reverse recapitalization. This conclusion was based on the fact that G3 had a controlling
financial interest in HBC prior to the Merger and has a controlling financial interest in Solidion (which includes HBC as a wholly owned
subsidiary). Net assets of Nubia were stated at their historical carrying amounts with no goodwill or intangible assets recognized in
accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Merger with respect
to HBC was not treated as a change in control due primarily to G3 receiving the controlling voting stake in Solidion and G3’s ability
to nominate a majority of the board of directors of Solidion. Under the guidance in ASC 805 for transactions between entities under common
control, the assets and liabilities of HBC and Nubia are recognized at their carrying amounts on the date of the Merger.

Under a reverse recapitalization, Nubia was treated
as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as
the equivalent of HBC issuing stock for the net liabilities of Nubia, accompanied by a recapitalization.

5

***Going Concern***

The Company’s financial statements have
been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business for the foreseeable future.

Since the Company’s inception, it has experienced recurring net
losses and net cash used in operating activities and has generated minimal sales. For the three months ended March 31, 2026, the Company
recorded a net loss of $1,430,668, which included a gain of $561,350 due to the change in the fair value of derivative liabilities, net
cash used in operating activities of $141,863 and as of March 31, 2026, had cash and cash equivalents of $38,887. For the year ended December
31, 2025, the Company recorded a net loss of $41,004,000, which included a non-cash, non-operating loss of $28,250,727 due to the change
in the fair value of derivative liabilities, net cash used in operating activities of $4,536,702 and as of December 31, 2025, had cash
and cash equivalents of $204,725.

The Company expects to continue to incur net losses
and net cash used in operating activities in accordance with its operating plan and expects that expenditures will increase significantly
in connection with its ongoing activities. As of the balance sheet date and up to the date that the financial statements were issued,
the Company does not have availability under any debt agreements. Additionally, the Company is currently in default of an outstanding
Promissory Note due to non-payment of scheduled installments. Given the Company’s projected operating requirements and its existing
cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations and meet its obligations through
one year following the date that the financial statements were issued. This raises substantial doubt about the Company’s ability
to continue as a going concern.

In addition, on September 8, 2025, the Company notified Nasdaq that,
following the resignation of a director on September 3, 2025, its Audit Committee was no longer in compliance with Nasdaq Listing Rule
5605(c)(2)(A), which requires listed companies to maintain an audit committee consisting of at least three independent directors. In accordance
with Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance, which extends until the earlier of
(i) the Company’s next annual meeting of shareholders or (ii) September 3, 2026; provided, however, that if the annual meeting occurs
on or before March 2, 2026, the cure period extended only until March 2, 2026.

On March 24, 2026, the company announced an annual
meeting scheduled for June 11, 2026. As a result, the Company’s cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A)
extends until the date of the annual meeting. The Company is actively evaluating potential candidates to fill the vacancy on its Audit
Committee and intends to regain compliance within the applicable cure period.

As an early-stage growth company, the Company’s
ability to access capital is critical. The Company plans to finance its operations with proceeds from the sale of equity securities or
debt; however, there is no assurance that management’s plans to obtain additional debt or equity financing will be successfully
implemented or implemented on terms favorable to the Company.

The 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 — CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS**

As described in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2025, the Company restated its previously issued financial statements to correct errors related to (i) the
fair value remeasurement of Series A and Series B derivative warrant liabilities under ASC 815, (ii) the recognition of shares issued
and a discounted stock subscription receivable in connection with the Forward Purchase Agreement (“FPA”), and (iii) the calculation
of basic and diluted income (loss) per share for 2025 interim periods. Reference is made to Note 2 of the 2025 Annual Report on Form 10-K
for a full description of the restatement.

***Impact of the Restatement on Previously
Issued Unaudited 2025 Interim Financial Statements***

The restatement resulted in adjustments to the
Company’s opening stockholders’ equity as of January 1, 2025. The adjustments had no impact on the Company’s statements of operations
or cash flows for any previously issued 2025 interim period. The following table presents the impact on stockholders’ equity:

| Line item | Additional Paid-in Capital | Accumulated Deficit | Stock Subscription Receivable | Total Stockholders’ Equity (Deficit) |
| --- | --- | --- | --- | --- |
| Balance at January 1, 2025 (as previously reported) | $93,045,581 | $(115,880,509) | $(80,241) | $(22,902,000) |
| Correction of prior-period error – warrant remeasurement | 5,735,883 | (5,735,883) | — | — |
| Correction of prior-period error – Issuance of FPA shares | 3,124,379 | (752,147) | (2,372,232) | — |
| Correction of prior-period error – FPA subscription receivable discount | 93,113 | — | (93,113) | — |
| Balance at January 1, 2025 (as restated) | 101,998,956 | (122,368,539) | (2,545,586) | (22,902,000) |
| Net income | — | 9,194,630 | — | 9,194,630 |
| Balance at March 31, 2025 | 103,535,931 | (113,173,909) | (2,545,586) | (12,183,292) |

***Correction of Diluted Earnings Per Share***

Additionally, the diluted net income per share included in quarter
one of the 2025 interim financial information was corrected to apply the treasury stock method to outstanding warrants. For the three
months ended March 31, 2025, the previously reported diluted net income (loss) per share of $3.04 should have been $(0.30).

7

### **NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

***Basis of Presentation and Principles of
Consolidation***

The accompanying
unaudited condensed consolidated financial statements (the “financial statements”) are presented in conformity with US GAAP
and pursuant to the rules and regulations of the SEC.

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 prepared for
the Company. The accompanying financial statements have been prepared from G3’s historical accounting records and are presented
on a stand-alone basis as if the Company’s operations had been conducted independently from G3. Therefore, the financial statements
included herein may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or
if the Company had been a separate, stand-alone entity during the periods presented.

The Company’s financial statements have
been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and
discharge of liabilities in the normal course of business for the foreseeable future.

The financial
statements include the Company entities. All intercompany transactions have been eliminated for consolidation purposes.

***Emerging Growth Company***

The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

***Use of Estimates***

The preparation of financial statements in conformity
with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses
during the reporting period.

Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term due
to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

8

***Segment Reporting***

The Company has determined that the Chief Executive
Officer is its Chief Operating Decision Maker (the “CODM”). Operating segments are defined as components of an entity for
which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to
an individual segment and in assessing performance. The Company has determined that it operates in one operating segment and one reportable
segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating
resources, and evaluating financial performance.

The CODM uses consolidated net (loss) as the measure
of segment profit or loss. Expense information is also reviewed only at the consolidated level, as presented in the Company’s consolidated
statement of operations. Research and development expense has been identified as a significant segment expense, with all other expense
lines being considered part of ‘Other segment items.’ Additionally, the CODM evaluates assets on a consolidated basis. As
such, the Company reports segment profit or loss, segment expenses, and segment assets on a condensed consolidated basis.

***Cash and cash equivalents***

The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2026 and December 31, 2025.

***Accounts Receivable, net of Allowance for
Credit Losses***

Accounts receivables are stated at the amount
the Company expects to collect. The Company recognizes an allowance for credit losses to ensure accounts receivables are not overstated
due to un-collectability. Bad debt reserves are maintained as warranted for various customers based on a variety of factors, including
the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual
accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case
of bankruptcy filings, or deterioration in such customer’s operating results or financial position. If circumstances related to
a customer change, estimates of the recoverability of receivables would be further adjusted. As of March 31, 2026 and December 31, 2025,
the Company determined that no allowance was required.

***Other Receivable***

During the first quarter of 2024, the Company
advanced $302,500 to G3 for transaction costs incurred during the Merger. As of March 31, 2026 and December 31, 2025, the outstanding
balance of other receivables amounted to $302,500.

***Inventory***

Inventories are stated at the lower of first-in,
first-out cost or net realizable value. The Company writes-down its inventory for estimated obsolescence or unmarketable inventory equal
to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.
The Company writes off obsolete inventories when the Company deems the value to be impaired. As of March 31, 2026 and December 31, 2025,
the Company determined that no write off was required.

***Property and Equipment, net***

Property and equipment are recorded at cost less
accumulated depreciation. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets,
are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or
otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss
on disposal is recognized. The Company reviews long-lived assets, including property and equipment and definite-lived intangible assets,
for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Indicators
of impairment may include significant underperformance relative to historical or projected future operating results, changes in the manner
or duration of use of the asset, adverse changes in business climate, or plans for disposal or restructuring.

When an impairment indicator is identified, the
Company performs a recoverability test by comparing the carrying amount of the asset group to the estimated undiscounted future cash flows
expected to be generated by the assets. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized equal
to the amount by which the carrying value exceeds the fair value of the asset group. The impairment loss is included in operating results
in the period it is determined.

9

Based on its assessments, the Company did not incur any impairment
charges for the three months ended March 31, 2026 and 2025.

The Company depreciates its property and equipment
for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The estimated useful lives
are as follows:

| Building | 40 years |
| --- | --- |
| Building improvements | 15 years |
| Land improvements | 15 years |
| Machinery & equipment | 5 years |

Property and equipment consisted of the following
as of March 31, 2026 and December 31, 2025:

| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Land improvements | $60,137 | $60,137 |
| Buildings | 1,302,401 | 1,302,401 |
| Building improvements | 2,275,583 | 2,275,583 |
| Machinery and equipment | 2,204,815 | 2,204,815 |
| Total property and equipment | 5,842,936 | 5,842,936 |
| Less: accumulated depreciation | (3,868,469) | (3,820,893) |
| Property and equipment, net | $1,974,467 | $2,022,043 |

Depreciation expense of property and equipment
was $47,576 for each of the three months ended March 31, 2026 and 2025.

***Patents***

The Company capitalizes external costs, such as
filing fees and associated attorney fees, incurred to obtain issued patents. The Company’s intangible assets consist of capitalized
costs for unissued patents and issued patents. Issued patents are carried at cost less accumulated amortization. Successful patent efforts
are amortized over the life of the patent, and unsuccessful efforts are expensed. The issued patents are being amortized over a useful
life of 20 years. Amortization of the patent costs commences upon patent issuance.

Net unissued and issued patents were $1,159,540
and $836,234 as of March 31, 2026, respectively; and $1,155,196 and $836,427 as of December 31, 2025, respectively. The Company assesses
the carrying value of its intangible assets for impairment each year and when indicators exist that there could be an impairment.
Based on its assessments, the Company did not incur any impairment charges for the three months ended March 31, 2026 and 2025, respectively. Intangible assets consisted of the following as of March 31, 2026 and December 31, 2025:  

| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Issued patents |  |  |
| Gross carrying amount | $1,605,525 | $1,585,894 |
| Less: accumulated amortization | (769,291) | (749,467) |
| Issued patents, net | 836,234 | 836,427 |
| Patents pending (not amortized) | 1,159,540 | 1,155,196 |
| Total intangible assets, net | $1,995,774 | $1,991,623 |

Amortization expense for the patents included
in the condensed consolidated statements of operations was $19,824 and $22,366 for the three months ended March 31, 2026 and 2025, respectively. Future amortization expense for the patents over the next five years is anticipated to be approximately $105,000
per year.

10

***Leases***

The Company determines whether an arrangement
is a lease at inception. For leases where the Company is the lessee, right-of-use assets are recognized as the lease liability, adjusted
for lease incentives received and prepayments made. Lease liabilities are recognized based on the present value of remaining lease payments over
the lease term. When the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate
based on the information available at lease commencement date in determining the present value of lease payments. Operating lease
expense is recognized on a straight-line basis over the lease term. Leases with an initial lease term of 12 months or less are not recorded
on the condensed consolidated balance sheet.

The Company has elected the short-term lease practical expedient under
ASC 842, applying it consistently to all leases with an initial term of 12 months or less, which are excluded from the condensed consolidated
balance sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. The Company had no right-of-use
assets or lease liabilities recorded on its condensed consolidated balance sheets as of March 31, 2026 and December 31 2025, respectively.

***Foreign Operations***

The functional currency of Solidion’s Taiwan
subsidiary is the New Taiwan Dollar. In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) 830, *Foreign Currency Matters*, the financial statements of the Company’s Taiwan subsidiary are translated to U.S. dollars
using the exchange rates at the balance sheet dates for assets and liabilities, the historical exchange rate for stockholders’ equity
accounts and a weighted average exchange rate for revenue, expenses and gains or losses. Foreign currency translation adjustments are
accumulated in a separate component of stockholders’ deficit until the foreign business is sold or substantially liquidated. Foreign
currency translation adjustments for the periods presented in these financial statements were not material.

During prior reporting periods, the Company’s
research and development facility in Taiwan, operating as an extension of the Dayton, Ohio R&D team and focused on silicon anode technology
advancement. During the three months ended March 31, 2025, the Company ceased research and development operations at its Taiwan location.
The results of operations for this location were immaterial to the Company’s condensed consolidated financial statements for all
periods presented. No material exit or disposal costs were incurred in connection with the shutdown.

***Revenue Recognition***

Revenue is recognized when a performance obligation
has been satisfied by transferring control of promised products or services to customers in an amount that reflects the consideration
the Company expects to receive in exchange for those products. Revenues are recognized at a point in time when control transfers to customers,
which is generally determined when title, ownership and risk of loss pass to the customer.

***Research and Development***

All research and development costs are expensed
as incurred. Research and development expenses consist primarily of personnel expenses, including salaries, benefits, third party technology
validation testing, equipment, engineering, maintenance of facilities, data analysis, and materials.

11

***Selling, General and Administrative Expenses***

Selling, general and administrative expenses represent
costs incurred by the Company in managing the business, including salary, benefits, stock-based compensation, sales, insurance, professional
fees and other operating costs associated with the Company’s non-research and development activities.

***Stock-Based Compensation***

The Company has an incentive equity plan, (“2023
Equity Incentive Plan”). Under the terms of the plan, Solidion’s employees, consultants and directors, and employees and consultants
of its affiliates, may be eligible to receive awards in the form of incentive stock options (“ISOs”) to employees and for
the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock
unit awards, performance awards and other forms of stock awards to employees, directors and consultants.

The number of shares of common stock initially
reserved for issuance under the incentive plan is 190,000. Shares subject to stock awards granted under the incentive plan that expire
or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares
available for issuance under the incentive plan. The incentive plan also includes an evergreen provision that provides for an automatic
annual increase to the number of shares of common stock available for issuance under the incentive plan on the first day of each
fiscal year beginning with the 2024 fiscal year, equal to the least of (i) 190,000 shares of common stock, (ii) 5% of the
total number of shares of common stock outstanding as of the last day of our immediately preceding fiscal year, or (iii) such
lesser amount determined by the plan administrator.

On February 12, 2026, the Company filed a Registration Statement on
Form S-8 with the Securities and Exchange Commission registering 1,084,908 shares of common stock issuable under the 2023 Equity Incentive
Plan, which became effective upon filing. As of March 31, 2026, 38,000 shares have been granted under the Plan, of which 6,667 shares
were cancelled and returned to the plan during the three months ended March 31, 2026, and 483,575 shares remain available for future issuance

The Company measures stock options and restricted
stock unit awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes compensation
expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Options granted
under the 2023 Equity Incentive Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.
The plan administrator determines the term of stock options granted under the incentive plan, up to a maximum of ten years. Forfeitures
are accounted for as they occur.

The Company accounts for stock-based compensation
in accordance with ASC 718, Compensation—Stock Compensation. Stock-based compensation expense for restricted stock units is measured
based on the grant-date fair value of the awards and recognized as expense over the requisite service period, which is generally the vesting
period. The Company has elected to use the accelerated attribution method, under which each vesting tranche of an award is treated as
a separate award and expensed over its respective vesting period. Compensation expense is recognized only for those awards expected to
vest, with forfeitures estimated at the grant date and adjusted prospectively, if necessary.

The fair value of each stock option grant is estimated
on the date of grant using the Black-Scholes option-pricing model. The Company lacks a sufficient history of company-specific historical
and implied volatility information for its common stock. The Company therefore estimates its expected stock price volatility based on
the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical
data regarding the volatility of its own traded stock price.

The expected term of all of the Company’s
stock options has been determined utilizing the “simplified” method. The risk-free interest rate is determined by reference
to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term
of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does
not expect to pay any cash dividends in the foreseeable future.

12

***Income Taxes***

The Company follows the asset and liability method
of accounting for income taxes under ASC 740, “*Income Taxes*.” Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Company files income and franchise tax returns
with the United States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing
and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax
laws. As of March 31, 2026, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.

In July 2025, the One Big Beautiful Bill Act (Public
Law 119-21) was enacted. The Company recognized the income tax effects of the legislation in the period of enactment in accordance with
ASC 740, which did not have a material impact on the Company’s financial statements. The Company continues to evaluate the impact of the
legislation on future periods.

***Net income (Loss) per Common
Stock***

The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “*Earnings Per Share.*” Net (loss) per share of common stock is computed by dividing
net (loss) by the weighted average number of shares of common stock outstanding for the period.

The calculation of diluted loss per share of common stock does not
include potentially dilutive common stock equivalents if their inclusion would be anti-dilutive as of March 31, 2026 and 2025. As such,
net loss per common stock is the same for basic and diluted loss per share for the three months ended March 31, 2026.

The following table presents potentially dilutive
common stock equivalents that have been excluded from the calculation of dilutive loss per share as their inclusion would be anti-dilutive:

_March 31, 2026_

|  |  |
| --- | --- |
| Holdback Shares | 4,000 |
| Warrants - Public | 123,500 |
| Warrants - Private | 108,100 |
| Warrants - Series A | 508,857 |
| Stock-based compensation - equity awards | 6,000 |
| Stock-based compensation - warrants | 12,000 |
| Total common stock equivalents excluded from dilutive loss per share | 762,457 |

13

The following table presents potentially dilutive
common stock equivalents that have been included in the calculation of dilutive income per share for the three months ended March 31,
2025, as their inclusion would be dilutive.

March 31,    2025

Stock-based compensation - equity awards 21,801

Total common stock equivalents included in dilutive income per share 21,801

***Concentration of Credit Risk***

Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

***Fair Value of Financial Instruments***

Fair value is defined as the price that would
be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement
date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). See Note 13.

***Equity-Linked Instruments***

The Company evaluates all equity-linked contracts,
including warrants and the Forward Purchase Agreement (“FPA”), to determine classification as either equity or liability
in accordance with FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and FASB ASC 815, Derivatives and Hedging
(“ASC 815”). This assessment considers whether the instruments meet the fixed-for-fixed equity classification criteria and
whether any provisions require liability treatment, including potential “net cash settlement” outside of the Company’s
control. Instruments that qualify for equity classification are recorded as a component of additional paid-in capital, while those requiring
liability classification are measured at fair value, with subsequent changes recorded in earnings. This assessment is conducted at the
time of warrant issuance and as of each subsequent quarterly period end date while the FPA and warrants are outstanding.

***Warrants***

For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the
outstanding public warrants and private placement warrants (“Private Warrants”) issued in connection with Nubia’s initial
public offering in 2022 as equity-classified instruments under ASC 815-40 since they qualify as being indexed to the company’s own
stock for equity classification criteria and do not contain provisions that would require liability classification.

The Company accounts for the outstanding Series
A issued in connection with the March 2024 private placement financing (the “PIPE Warrants”) as liability-classified instruments
because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under ASC 815-40.
The Company utilizes the Black-Scholes options pricing model to determine the fair value of the Series A and Series B warrants, and a
Monte Carlo simulation model to determine the fair value of the Series C and Series D warrants. The resulting fair value is recorded as
a derivative liability on the condensed consolidated balance sheets, and with changes in the fair value of the PIPE Warrants recorded
as a non-cash other income (expense) within change in fair value of derivative liabilities account on the Company’s condensed consolidated
statements of operations.

***Forward Purchase Agreement***

The Company accounts for the FPA as either equity-classified
or liability-classified instruments based on an assessment of the FPA specific terms and applicable authoritative guidance under FASB
ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the FPA meets all of the requirements
for equity classification under ASC 815, including whether the FPA is indexed to the Company’s own common shares and whether the
FPA holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among
other conditions for equity classification. This assessment is conducted at the time of FPA issuance and as of each subsequent quarterly
period end date while the FPA is outstanding.

14

The Company has determined that the FPA does not
meet all of the criteria for equity classification under ASC 815, as the FPA fails the fixed-for-fixed test under ASC 815-40 due to the
bi-weekly Reset Price mechanism, the Dilutive Offering Reset provision, and the VWAP Trigger Event, each of which creates variability
in the settlement amount that is not purely a function of the Company’s own stock price. Accordingly, the FPA is classified as a
liability-classified derivative instrument, recorded at fair value on the date of issuance and remeasured at fair value at each balance
sheet date thereafter. The Company utilizes a Monte Carlo simulation model to determine the fair value of the FPA. The resulting fair
value is recorded as a derivative liability on the condensed consolidated balance sheets. The Company records changes in the fair value
of the FPA as a non-cash other income (expense) within change in fair value of derivative liabilities account on the Company’s condensed
consolidated statements of operations.

Upon the issuance of shares in connection with
the FPA, the Company recognizes (i) an increase to APIC measured at the fair value of the FPA at the time of share issuance, (ii) a corresponding
stock subscription receivable of equal amount as a contra-equity component within stockholders’ equity (deficit), representing the
present value of the consideration receivable for the shares issued, and (iii) a loss on issuance of common stock within Other Income
(Expense) representing the difference between the face value of the stock subscription receivable and its present value at the issuance
date. The discount between the face value and present value of the stock subscription receivable is accreted using the effective interest
method over the remaining term of the FPA, with each period’s accretion recorded as an increase to both the stock subscription receivable
and APIC within stockholders’ equity (deficit). The stock subscription receivable is presented as a reduction to total stockholders’
equity (deficit) and is relieved as Optional Early Termination proceeds are received from the Forward Purchase Investor.

***Other Current Assets***

The composition of other current assets was:

| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Directors & officers insurance | 447,329 | 76,166 |
| Total other assets | 447,329 | 76,166 |

***Reverse Stock Split***

On May 12,
2025, the Company effected a 1-for-50 reverse stock split of its common stock. As a result, each 50 shares of common stock issued and
outstanding immediately prior to the reverse split were converted into one share of common stock. Additionally, this transaction resulted
in a reclassification of $13,311 from common stock to additional paid-in capital during the three months ended March 31, 2025. The reverse
stock split did not change the total number of authorized shares or the par value of the common stock. During the three month period ended
June 30, 2025, the Company paid cash of approximately $460 to shareholders in lieu of issuing fractional shares.

In accordance
with SEC Staff Accounting Bulletin Topic 4C, all share and per-share amounts in the accompanying condensed consolidated financial statements
and notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

***Recently Issued Accounting Standards***

In November 2024, the FASB issued ASU 2024-03,
“Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses” to improve disclosures by providing more detailed information about the types of expenses in commonly presented
expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within
fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard
will have on its condensed consolidated financial statements and related disclosures.

15

In December 2025, the FASB issued ASU 2025-10, “Government Grants
(Topic 832): Accounting for Government Grants Received by Business Entities,” which establishes comprehensive guidance under U.S.
GAAP for the recognition, measurement, presentation, and disclosure of government grants received by business entities. The ASU is effective
for public business entities for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those
annual reporting periods, with early adoption permitted. The Company is currently evaluating the effect this standard may have on its
condensed consolidated financial statements and related disclosures in light of its government contract revenue activity.

### **NOTE 4 — RECAPITALIZATION**

***IPO warrants***

In connection with Nubia’s
initial public offering in 2022, 123,500 public warrants and 108,100 Private Warrants were issued, all of which remain outstanding and
became warrants for the Common stock in the Company. The Company evaluated the IPO warrants and determined that it is a freestanding equity-linked
contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the IPO warrants qualify for equity classification.

***HBC Holdback Shares***

The Company and G3 included
a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax
Lien is not released prior to closing. Specifically, 4,000 shares of Solidion common stock, issuable to the HBC shareholders as part of
the Merger Consideration at or following closing, depending on whether the G3 Tax Lien was settled by G3 prior to closing. See Note 6
for further discussion regarding Holdback Shares related to the G3 Tax Lien. As of the Merger closing and the year ended December 31,
2025, the G3 Tax Lien remained unresolved by G3, and the 4,000 holdback shares had not been issued as of December 31, 2025.

***HBC Earnout Arrangement***

As noted in Note 1, in
connection with the Merger, HBC shareholders are entitled to up to 450,000 shares if certain post merger per share market prices are achieved.
The Company evaluated the Earnout Arrangement and determined that it is a freestanding equity-linked contract within the scope of ASC
815-40. Based on this guidance, the Company concluded that the Earnout Arrangement qualifies for equity classification. As the merger
has been accounted for as a reverse recapitalization, the fair value of the Earnout Arrangement has been accounted for as an equity transaction
as of the Closing Date of the Merger. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout
Arrangement at the date of the merger, which included the following assumptions: stock price of $226.50, risk free rate of 3.98%, volatility
of 85%, dividends yield of 0% and duration of 4 years.

On October 9, 2025, the
Company issued 450,000 shares of its common stock to G3 pursuant to the earnout provisions of the Merger Agreement. These shares represent
the full amount of the Earnout Shares described above. See Note 1 for more details.

### **NOTE 5 — RELATED PARTIES**

***Other Receivable***

During the three months ended March 31, 2024,
the Company advanced $302,500 to G3 for transaction costs incurred during the Merger. The outstanding balance of other receivables amounted
to $302,500 as of March 31, 2026 and December 31, 2025.

***Shared Services Agreement***

Effective February 2, 2024, the Company entered
into a shared services agreement (the “SSA”) with G3, under which G3 agreed to provide certain services, including employees,
office space and use of equipment, and the Company agreed to pay for such services on a monthly basis. The SSA is subject to typical
conditions and may be terminated by either party upon written notice. The management and board continues to monitor the SSA and all other
related party transactions to uphold transparency and protect shareholder interests. Expenses incurred related to the SSA services were
$30,000 and $62,588 respectively for the three months ended March 31, 2026 and 2025. Expenses incurred related to the SSA employees were
$52,816 and $196,790, respectively for the three months ended March 31, 2026 and 2025.

There were $292,795 and $209,979 outstanding as of March 31, 2026 and
December 31, 2025, respectively.

16

***Due to Related Party***

At the time of the merger close, the Company had
an outstanding payable related to the monthly administrative services support fees due to Mach FM Corp, an affiliate of Mach FM Acquisitions
LLC, the sponsor of Nubia. This fee covered office space, utilities, and secretarial and administrative support provided by Mach FM to
support Nubia’s operating activities. The outstanding balance payable to Mach FM amounted to $88,979 as of the Closing Date.

During the three months ended March 31, 2026,
Madison Bond advanced $75,000 to the Company to fund legal fees incurred. The amount is recorded as a liability in Due to Related Party
on the Company’s condensed consolidated balance sheet as of March 31, 2026. On May 11, 2026, the Company formalized the obligation
through a promissory note with Madison Bond. The note bears no interest, matures on November 11, 2026, and requires a ballon payment for
the entire principal at maturity. As of the date of these financial statements, the outstanding principal balance under the note was $75,000.

On May 7, 2026, the Company executed a Promissory
Note with Madison Bond in the amount of $75,000 in cash for working capital purposes. The note bears interest at 16% per annum and matures
on August 7, 2026. As of the date of these financial statements, the outstanding principal balance under the note was $75,000.

As of March 31, 2026 and December 31, 2025, amounts outstanding to
Madison Bond was $75,000 and $0, respectively. Amounts outstanding to Mach FM Corp was $87,873 as of both dates.

***Contingent Consideration***

At Closing, the G3 Tax Lien has not been
settled by G3 and as of March 31, 2026, the 4,000 Holdback Shares have not been issued. The contingent consideration represents a
potential obligation that would become released only upon G3 settling its G3 Tax Lien. See Note 4 for further discussion regarding
Holdback Shares related to the G3 Tax Lien.

As of the Closing Date, the Company recorded a
fair value of $906,000 for the 4,000 Holdback Shares, which was accounted for as an equity transaction.

### **NOTE 6 — COMMITMENTS AND CONTINGENCIES**

***Litigation***

From time to time, the Company may be involved
in lawsuits, claims or legal proceedings that arise in the ordinary course of business, including proceedings related to the Company’s
obligation to register shares for public offering. The Company accrues a contingent liability when it is probable that a liability has
been incurred and the amount of loss can be reasonably estimated. Management believes that there are no claims against us for which the
outcome is expected to have a material effect on our financial position, results of operations or cash flows.

***G3 Tax Lien***

The Internal Revenue Service has placed a federal
tax lien on all the property and rights to property belonging to G3 which would include any proceeds from sale of property assets included
in the financial statements of the Company. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance
owed is approximately $2,200,000 as of March 2026.

As disclosed in Note 3, the Company and G3 included
a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax
Lien is not released prior to closing. Specifically, 4,000 shares of Solidion common stock, issuable to the HBC shareholders as part of
the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing. As of
the Merger closing and the three months ended March 31, 2026, the G3 Tax Lien remained unsettled by G3 and as of March 31, 2026, the 4,000
holdback shares have not been issued.

The G3 Tax Lien represents a potential obligation
that would become payable only upon the sale of the building. As the timing and likelihood of such a sale are uncertain and there are
no immediate plans to sell, the Company has not recorded a liability on the balance sheet for this contingent obligation. Should the Company
decide to sell the building in the future, this lien may need to be settled from the proceeds of the sale, which could impact the net
cash inflow from such a transaction. The Company will continue to monitor the situation and will recognize a liability in the financial
statements if and when it becomes probable that the building will be sold and the lien will need to be satisfied.

17

### **NOTE 7 — STOCKHOLDERS’ EQUITY (DEFICIT)**

***Preferred Stock***

The Company is authorized to issue 2,000,000 shares
of preferred stock with a par value of $0.0001 per share. As of March 31, 2026 and December 31, 2025, there were no shares of preferred
stock issued or outstanding.

***Common Stock***

The Company is authorized to issue 300,000,000
shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of March
31, 2026 and December 31, 2025, respectively, there were 7,745,683 and 7,465,283 shares of common stock issued and outstanding, respectively.

***Equity Financing***

On March 13, 2024, Solidion entered into a private
placement transaction (the “March Private Placement”), pursuant to a Securities Purchase Agreement (the “March Subscription
Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $3,850,000. As part
of the March Private Placement, the Company issued an aggregate of 102,667 units consisting of common stock and Series A and Series B
Warrants.

On August 30, 2024, the Company entered into a
private placement transaction (the “August Private Placement”), pursuant to a Securities Purchase Agreement (the “August
Subscription Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of $4,000,000.

As part of the August Private Placement, the Company
issued an aggregate of 244,349 units consisting of common stock and Series C and Series D Warrants. As of December 31, 2025, all Series
C and Series D Warrants had been converted into or exchanged for shares of common stock and no warrants remained outstanding.

The Company accounts for the outstanding PIPE
Warrants as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity
classification criteria under ASC 815-40. The Company utilizes a Monte Carlo simulation model to determine the fair value of the PIPE
Warrants. The resulting fair value is recorded as a Derivative liability on the condensed consolidated balance sheets, and records changes
in the fair value of the PIPE Warrants as a non-cash other income (expense) within *Change in fair value of derivatives* account
on the Company’s condensed consolidated statements of operations.

***Deferred Offering Costs***

The Company accounts for deferred offering costs in accordance with
SEC Staff Accounting Bulletin Topic 5.A. and ASC 340-10-S99-1, in which costs of a proposed or actual offering of securities are deferred
until the time of the offering completion and charged against the gross proceeds of the offering at such time. At March 31, 2026, the
Company recorded $460,915 of deferred offering costs in relation to an offering in progress. In April 2026, the Company's arrangement
with its underwriter expired, and the Company may pursue alternative underwriting arrangements to complete the offering.

18

### **NOTE 8 — WARRANTS**

***IPO Warrants – Public Warrants***

In connection with Nubia’s initial public offering in 2022, 123,500
public warrants were issued, entitling holders to purchase one share of common stock at an exercise price of $575.00 per share, subject
to adjustment. Only whole warrants may be exercised. The warrants expire five years after the completion of the Company’s initial
business combination, February 2, 2029.

The Company is not obligated to issue shares upon warrant exercise
unless a registration statement covering the underlying shares is effective. If a registration statement is not effective, holders may
exercise warrants on a cashless basis under certain conditions. The Company may redeem the warrants at $0.50 per warrant, with at least 30 days’ prior notice, if the common stock trades at or above $900.00 per share for 20 trading days within a 30-day period after
the warrants become exercisable. Adjustments to the number of shares issuable upon exercise and the exercise price may occur in the event
of stock splits, dividends, reorganizations, or similar events. Warrants do not provide voting rights or shareholder privileges until
exercised. No fractional shares will be issued upon exercise.

The Company evaluated the public warrants and
determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded
that the IPO warrants qualify for equity classification.

***IPO Warrants – Private Warrants***

In connection with Nubia’s initial public
offering in 2022, 108,100 Private Warrants were issued.

Except as described below, the Private Warrants
have terms and provisions that are identical to those of the public warrants, including as to exercise price, exercisability and exercise
period. The Private Warrants will be exercisable on a cashless basis and will not be redeemable by us so long as they are held by the
holders of the private warrants or their permitted transferees. The holders of the Private Warrants or their permitted transferees have
the option to exercise the private warrants on a cashless basis. If the Private Warrants are held by holders other than the holders of
the Private Warrants and their permitted transferees, the Private warrants will be redeemable by us and exercisable by the holders on
the same basis as the warrants included in the units being sold in the Company’s initial public offering.

If exercised on a cashless basis, holders will
receive shares of common stock based on the difference between the warrant exercise price and the fair market value of the stock. Fair
market value is determined as the average last sale price of the common stock over the 10 trading days ending on the third trading day
before the exercise notice date. The reason that The Company have agreed that these warrants will be exercisable on a cashless basis so
long as they are held by the holders of the Private Warrants and their permitted transferees is because it is not known at this time whether
they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell the
Company’s securities in the open market will be significantly limited. The Company has policies in place that prohibit insiders
from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will
be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession
of material non-public information. Accordingly, unlike public stockholders who typically could sell the shares of common stock issuable
upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, The
Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate.

In addition, holders of the Company’s Private
Warrants are entitled to certain registration rights.

The Company evaluated the Private Warrants and
determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded
that the Private Warrants qualify for equity classification.

***Series A and Series B Warrants***

The Series A and Series B Warrants issued in conjunction
with the March Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair
value upon issuance, with remeasurement in each subsequent period. As such, on the date of issuance the Company allocated the proceeds
between the common stock, Series A Warrants and Series B Warrants first to the fair value of the Series A Warrants and Series B Warrants,
which were recorded as a liability.

19

The fair value of the
Series A and Series B Warrants as of March 31, 2025, was $689,500 and $0, respectively, resulting in a gain of $4,265,800 during the three
months ended March 31, 2025. The $0 fair value for the Series B Warrants reflects that all Series B Warrants had been exercised by this
date. As of March 31, 2025, 289,613 Series A Warrants and 114,992 Series B Warrants were exercised, resulting in the issuance of 404,605
common shares. As of March 31, 2025, 153,221 Series A Warrants and no Series B Warrants remained outstanding.

On May 12, 2025, the Company effected a 1-for-50
reverse stock split of its common stock. Following the reverse split, the 5-day reset period ended on May 19, 2025, with the lowest 5-day
VWAP on May 14, 2025, being $3.0951. Consequently, the reset price was established at $3.0951, and the Series A Warrants held by investors
were reset to 810,389 shares. The Series B Warrants were not subject to a post-split reset because no Series B Warrants were outstanding
at the time the reverse stock split became effective.

The fair value of the Series A and Series B Warrants as of March 31,
2026, was $2,997,150 and $0, respectively. The Company recorded non-cash gain from changes in the fair value of derivative liabilities
related to the Series A and Series B Warrants of $386,750 during the three months ended March 31, 2026. As of March 31, 2026, 289,613
Series A Warrants and 114,992 Series B Warrants were exercised, resulting in the issuance of 404,605 common shares. As of March 31, 2026,
508,857 Series A Warrants and no Series B Warrants remained outstanding.

***Series C and Series D Warrants***

The Series C and Series
D Warrants issued in conjunction with the August Private Placement were determined to be liability classified in accordance with ASC 815
and have been recognized at fair value upon issuance, with remeasurement at each reporting period.

The fair value of the
Series C Warrants and Series D Warrants as of March 31, 2025, was $7,862,000 and $3,169,300, respectively. This resulted in a non-cash
gain from the change in fair value of derivatives and issuance of warrants of $2,881,950 for the three months ended March 31, 2025. As
of March 31, 2025, investors have not exercised any Series C and Series D warrants.

On May 12, 2025, the Company effected a 1-for-50
reverse stock split of its common stock. Following the reverse split, the 5-day reset period ended on May 19, 2025, with the lowest 5-day
VWAP on May 14, 2025, being the price floor of $3.25. Consequently, the reset price was established at $3.25, and the Series C Warrants
held by investors were reset to 2,461,538 shares. The Series D warrants were not subject to a post-split reset based on the terms of the
agreement.

On October 8, 2025, Madison
Bond LLC and Bayside Project LLC (together, the “New Holders”) purchased all of the outstanding Series C and Series D Warrants
previously issued by the Company pursuant to the August Subscription Agreement. Immediately thereafter, the Company exercised its rights
under the August Subscription Agreement to convert all remaining unexercised portions of the Series C and Series D Warrants into shares
of common stock at a ratio of one share per warrant. On October 24, 2025, the New Holders received 3,447,957 shares of the Company’s
common stock.

On December 8, 2025,
the Company entered into an agreement with Anson Investments Master Fund LP (“Anson”), pursuant to which it issued 240,400
shares of common stock to Anson in exchange for the termination of all warrants and other obligations of the Company under the Securities
Purchase Agreement, dated as of August 30, 2024.

The Company recorded
a non-cash loss from changes in the fair value of derivative liabilities related to the Series C and Series D Warrants of $31,033,241 for the year ended December 31, 2025. As of December 31, 2025, investors had exercised 3,688,357 Series C and Series D Warrants, resulting
in the issuance of 3,447,957 shares of common stock and the pending issuance of 240,400 shares of common stock and no warrants remained
outstanding. Accordingly, no fair value remeasurement was required and no gain or loss from change in fair value was recognized during
the three months ended March 31, 2026.

On February 5, 2026, the Company issued 240,400
shares of common stock to Anson, completing the settlement of all remaining obligations under the termination agreement.

20

### **NOTE 9 — FORWARD PURCHASE AGREEMENT, NON REDEMPTION AGREEMENT AND PRIVATE PLACEMENT FINANCING**

***Forward Purchase Agreement***

On December 13, 2023, Nubia entered into the FPA
with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively,
the “Seller” or “Forward Purchase Investors”). For purposes of the FPA, Nubia is referred to as the “Counterparty”
prior to the consummation of the Merger, while Solidion Technology, Inc. (“Pubco”) is referred to as the “Counterparty”
after the consummation of the Merger. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such
terms in the FPA previously filed with the SEC.

Pursuant to the terms
of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s
FPA Funding Amount PIPE Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share
(“Additional Shares”) outstanding following the closing of the Merger, as calculated by Seller (the “Purchased Amount”),
less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled
Shares”). Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Seller’s
ownership would exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its
sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction
following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination”
in the Forward Purchase Agreement.

The FPA provides for
a prepayment shortfall equal to 0.50% of the product of Recycled Shares and the Initial Price. The Seller may conduct Shortfall Sales
at its discretion to recover this shortfall without triggering early termination obligations. The Prepayment Amount payable to the Seller
is calculated based on the number of shares purchased and the redemption price, less any prepayment shortfall, and is funded from the
Counterparty’s Trust Account. Additionally, up to 4,000 shares may be purchased at the Initial Price.

Following the Closing,
the reset price (the “Reset Price”) was initially the Initial Price. The Reset Price will be subject to reset on a bi-weekly
basis commencing the first week following the thirtieth day after the closing of the Merger to be the lowest of (a) the then current Reset
Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks; provided the Reset Price shall be subject to
reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering. The Seller also retains the right
to terminate part or all of the transaction through Optional Early Termination (OET) by providing notice, with corresponding payment obligations
based on the Reset Price.

The Valuation Date for
settlement occurs at the earlier of three years post-Merger, specified adverse events (e.g., delisting or registration failure), or at
the Seller’s discretion. Upon settlement, adjustments may be made in cash or shares, depending on the circumstances.

The Seller has waived
redemption rights for Recycled Shares, which may impact the overall redemption levels and market perception of the Merger. The FPA complies
with tender offer regulations, including Rule 14e-5 under the Securities Exchange Act of 1934.

On February 2, 2024, upon consummation of the
Merger, NUBI made a payment to each Forward Purchase Investor in respect of their respective Recycled Shares. This payment totaled 147
shares and included a cash payment of $80,241 released from the trust account. The payment was calculated as an amount equal to (a) the
number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b)
of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, as amended from time to time (the “Certificate of
Incorporation”), less (b) the prepayment Shortfall. Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors
of $2,193,800 from the trust account as reimbursement for the 4,000 consideration shares.

21

On January 17, 2024, the Company received a Pricing
Date Notice from the Forward Purchase Investors specifying 116,771 Additional Shares. On March 22, 2024, the Company received an amended
Pricing Date Notice revising the total number of Additional Shares to 160,771. On June 11, 2024 the Company received an amended Pricing
Date Notice revising the total number of Additional Shares to 190,860. On August 29, 2024, the Additional Shares were issued to the Forward
Purchase Investors.

Upon the issuance of the 190,860 Additional Shares
to the Forward Purchase Investors on August 29, 2024, the Company recognized (i) an increase to APIC of $3,124,379, measured at the fair
value of the shares at the time of share issuance, (ii) a corresponding stock subscription receivable of $2,372,232 as a contra-equity
component within stockholders’ equity (deficit), representing the consideration receivable for the shares issued, and (iii) a $752,147
loss on issuance of common stock within Other Income (Expense) was recognized representing the difference between the face value of the
stock subscription receivable and its present value. The stock subscription receivable is presented as a reduction to total stockholders’
equity (deficit) until the receivable is settled.

The discount of $752,147 is being accreted using
the effective interest method over the remaining term of the FPA from August 29, 2024 through February 2, 2027, with each period’s
accretion recorded as an increase to both the stock subscription receivable and APIC within stockholders’ equity (deficit), with
no impact on the statements of operations. Accretion for the three months ended March 31, 2026 was $78,247. The stock subscription receivable
balance as of March 31, 2026 was $2,919,674.

The Company accounts
for the FPA as a liability-classified instrument due to the settlement provisions. The resulting fair value is recorded as a derivative
liability on the condensed consolidated balance sheets. The Company records changes in the fair value of the FPA as a non-cash other income
(expense) within change in fair value of derivatives account on the Company’s condensed consolidated statements of operations.

The Company utilized a Monte Carlo simulation model to determine the
fair value of the FPA, comprising Recycled Shares of 147 and Additional Shares of 190,860, totaling 191,007 shares (the “FPA Shares”)
as of March 31, 2026 and December 31, 2025. The model estimated the total present value of the Company’s proceeds at $4,182 and
the total present value of the Company’s liability at $1,218,251, resulting in a net liability of approximately $1,214,100 as of
March 31, 2026.

As a result, the Company recognized non-cash gain (loss) from changes
in the fair value of derivatives of $174,600 for the three months ended March 31, 2026, compared to $5,269,700 for the three months ended
March 31, 2025.

### **NOTE 10 — DEBT**

**Convertible Notes**

At various dates during the first quarter of 2024,
the Company issued convertible notes of $527,500 to meet our working capital requirements. At various dates during September and October
2024, the Company and three separate investors amended their respective convertible notes, resulting in a total of approximately an additional
2,707 common shares due upon conversion.

During the three months ended March 31, 2025, holders converted an
aggregate of $527,500 principal amount of convertible notes into 67,895 shares of common stock. As of March 31, 2026, convertible notes
representing 1,800 shares remained outstanding and subject to conversion.

22

**Short-term Notes Payable**

**EF Hutton LLC**

On February 1, 2024, the Company executed a Promissory
Note with EF Hutton, totaling $2,200,000, to cover underwriters’ fees associated with the closure of the Company’s Merger
with HBC. In the case of an event of default, this Note shall bear interest at a rate of 24% per annum until such event of default is
cured. The principal amount of this Promissory Note is payable on designated dates, with $183,333 scheduled on the first business day
of each month until the final payment on March 1, 2025. As of December 31, 2025, the Company was in default of the Promissory Note due
to non-payment of scheduled installments, and the Promissory Note is accruing interest at the default rate of 24% per annum. The Company
is in the process of negotiating an amendment to the terms of the Promissory Note.

The outstanding balance of the Promissory Note
amounted to $1,025,824 as of March 31, 2026 and December 31, 2025. The accrued but unpaid interest on the Promissory Note totaled
approximately $296,905 and $235,356 as of March 31, 2026 and December 31, 2025, respectively.

**Benesch Friedlander Coplan & Aronoff LLP**

On April 29, 2024, the
Company executed a Promissory Note with Benesch Friedlander Coplan & Aronoff LLP (“Benesch”) in the amount of $670,000.
The interest rate is 7% per annum, to be paid as a lump sum at the maturity date of November 1, 2024.

On November 12, 2024,
the Company amended the terms of its Promissory Note with Benesch. The amended terms include an updated principal balance of $694,061,
which includes unpaid interest expense of $24,061 from earlier periods, an increase in the interest rate to 10% per annum, an upfront
payment of $40,000 made at signing, and a requirement for minimum monthly payments of $25,000. Additionally, the maturity date has been
extended to May 31, 2025.

On August 4, 2025, the
Company amended the terms of its Promissory Note with Benesch. The amended terms include an updated principal balance of $621,732, which
includes unpaid interest expense from earlier periods, an interest rate to 10% per annum and the maturity date has been extended to December
31, 2025. The outstanding balance of the Promissory Note was $621,732 as of March 31, 2026 and December 31, 2025. The accrued but unpaid
interest on the Promissory Note totaled approximately $44,287 and $28,614 as of March 31, 2026 and December 31, 2025, respectively.

**Great Point Capital, LLC**

On October 29, 2025, the Company executed a unsecured
Promissory Note with Great Point Capital, LLC (the “Noteholder”) in the principal amount of $1,000,000. The Note bears interest
at a rate of 8.0% per annum, payable quarterly in arrears. The Note matures on October 25, 2026 or the date on which all amounts become
immediately due and payable following a Nasdaq delisting notice that would result in the Company’s common stock no longer trading
on any Nasdaq market. In the event of a default, the Note bears interest at the Default Rate of 10% per annum.

The Note contains customary representations, warranties,
and covenants of the Company and provides for events of default, including nonpayment of principal or interest, breaches of representations,
insolvency events, and delisting of the Company’s common stock from Nasdaq. Upon an event of default, the Noteholder may declare
all outstanding principal and accrued interest immediately due and payable. The accrued but unpaid interest on the Promissory Note totaled
approximately $34,411 and $14,685 as of March 31, 2026 and December 31, 2025, respectively.

The outstanding balance of Short-term Notes Payable
amounted to $2,607,666 and $2,647,556 as of March 31, 2026 and December 31, 2025, respectively.

### **NOTE 11 — INCOME TAXES**

The Company provides
for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between
the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized. As of March 31, 2026, and December 31, 2025, the Company had a full valuation
allowance against its deferred tax assets.

For the three months
ended March 31, 2026 and 2025, the Company utilized the annualized effective tax rate method and recorded zero income tax expense based
on a zero effective tax rate. No tax benefit or expense has been recorded in relation to the pre-tax income for the three months ended
March 31, 2026 and 2025, and pre-tax losses for the three months ended March 31, 2026 and 2025 due to a full valuation allowance to offset
any deferred tax assets.

23

### **NOTE 12 — STOCK-BASED COMPENSATION**

**Unrestricted Common Stock Awards**

During the three months ended March 31, 2026,
no unrestricted common stock awards were granted and no related compensation expense was recognized.

During the three months ended March 31, 2025,
the Company granted unrestricted common shares to certain in connection with the terms of their individual employment agreements. As these
awards were fully-vested, unrestricted shares, the Company recognized the full amount of $121,410 in the period. This compensation cost
is included within *Research and Development expenses* on the Company’s condensed consolidated statements of operations.

**Restricted Stock Units and Stock Options**

During the three months ended March 31, 2026,no restricted stock units (“RSUs”) were granted. During the period, 6,667 unvested RSUs were forfeited in connection with
management departure, resulting in a reversal of previously recognized compensation cost. The Company recognized a net reduction in stock-based
compensation expense of $522 related to RSUs for the three months ended March 31, 2026, included within operating expenses on the Company’s
condensed consolidated statements of operations.

The following table summarizes RSU activity for
the three months ended March 31, 2026:

| Line item | Number of Shares | Weighted Average Grant-Date Fair Value |
| --- | --- | --- |
| Outstanding at January 1, 2026 | 25,333 | $13.88 |
| Granted | - | - |
| Vested | (12,666) | 13.88 |
| Cancelled | (6,667) | 8.17 |
| Outstanding at March 31, 2026 | 6,000 | $13.88 |

As of March 31, 2026, total unrecognized compensation
cost related to unvested RSUs was approximately $121,410, expected to be recognized over a weighted-average period of 0.84 years.

During the three months ended March 31, 2025,
the Company granted RSUs to certain executives and management in connection with the terms of their individual employment agreements.
The Company recognized the amount of $168,775 in the period. This compensation cost is included within *Research and Development expenses* on the Company’s condensed consolidated statements of operations. There were no stock options granted or outstanding during the
period ended March 31, 2025.

**Warrants**

There were no warrants
granted during the three months ended March 31, 2026. There were 12,000 at-the-money warrants outstanding as of March 31, 2026.

During the three months
ended March 31, 2025, the Company granted 12,000 at-the-money warrants, respectively, to certain executive officers pursuant to the
terms of their individual employment agreements. The warrants were fully vested upon grant and expire on February 2, 2029, however, the
exercise price has not been established.

24

**Awards with Market-Based Conditions**

In connection with the aforementioned executive
employment agreements, certain executives are eligible to receive unrestricted shares of common stock if certain stock price targets are
met during the term of the respective employment agreements. A stock price target will be satisfied if the 120-day trailing average closing
price (based on trading days) of a share of the Company’s common stock equals or exceeds the applicable stock price target, which
range from $1,500 to $15,000 per share. The executives could be granted up to 120,000 shares based on attainment of all applicable stock
price targets over the term of six years and an estimated fair value of approximately $4,800,000. The Company recognized $278,176 of stock-based
compensation expense related to these awards for each of the three months ended March 31, 2026 and 2025. This compensation cost is included
within *Selling, General, and Administrative expenses* on the Company’s condensed consolidated statements of operations.

The following table summarizes our awards with
market-based conditions:

| Beginning of period | Number of Shares / - | Weighted Average Grant-Date Fair Value / - |
| --- | --- | --- |
| Granted | $120,000 | 40.00 |
| Vested | - | - |
| Cancelled | - | - |
| End of period | $120,000 | 40.00 |

**Awards with Performance Conditions**

In connection with the aforementioned executive
employment agreements, certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain
capital raise targets. In addition, these executives can also receive a cash bonus equal to 2.5% of the equity value of the Company (up
to $10 million for each executive, totaling $20 million) in an applicable sale of the Company as defined by the terms of the employment
agreements. Through March 31, 2026, it was not considered probable that either performance condition would be achieved, and therefore
no expense was recorded related to these awards.

**Stock-based Compensation to Consultants**

The Company periodically grants equity awards
to non-employee consultants and contractors in exchange for services provided to the Company. The Company accounts for these awards in
accordance with ASC 718. The grant-date fair value of the awards is measured on the date the awards are approved and the terms of the
award and the recipient’s service obligation are established.

Equity awards granted to non-employee consultants
and contractors may vest upon the grant date or over a specified service period. The Company recognizes stock-based compensation expense
based on the grant-date fair value of the awards over the applicable service period. The grant-date fair value of shares issued is generally
based on the closing price of the Company’s common stock on the date of grant.

During the three months ended March 31, 2025,
the Company recognized stock-based compensation expense of $671 related to equity awards granted to consultants and contractors, included
within operating expenses. No such expense was recognized during the three months ended March 31, 2026.

25

### **NOTE 13 — FAIR VALUE MEASUREMENTS**

The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

***Level 1*—**quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

***Level 2***—observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active.

***Level 3***—unobservable
inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about
the Company’s liabilities that are measured at fair value as of March 31, 2026 and December 31, 2025 and indicates the fair value
hierarchy of the valuation inputs the Company utilized to determine such fair value:

| Description: | Level | March 31, 2026 | December 31, 2025 |
| --- | --- | --- | --- |
| Derivative Liabilities: |  |  |  |
| Forward purchase agreement | 3 | $1,214,100 | $1,388,700 |
| Warrants – Series A | 3 | $2,997,150 | $3,383,900 |

***Forward purchase agreement***

The Company used a Monte Carlo analysis to determine
the fair value of the FPA, assuming 191,007 FPA Shares.

The fair value measurement of the FPA at March
31, 2026 and December 31, 2025 was calculated using the following range of weighted average assumptions:

| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Risk-free interest rate | $3.69% | 3.48% |
| Stock price | $6.31 | $7.09 |
| Expected life | 0.8 years | 1.1 years |
| Expected volatility of underlying stock | 167.5% | 175.0% |
| Dividends | 0% | 0% |

The model measured the total present value of the Company’s proceeds
at approximately $4,182 and the total present value of the Company’s liability at approximately $1,218,251, resulting in a net liability
of approximately $1,214,100 as of March 31, 2026. This resulted in a non-cash gain from the change in fair value of derivatives of
approximately $174,600 for the three months ended March 31, 2026.

***Warrants – Series A and B***

The Company utilized a Monte Carlo simulation
analysis to determine the fair value of the Series A Warrants at March 31, 2026, which included the following assumptions:

| Line item | Series A Warrants |
| --- | --- |
| Expected term | 3.7 years |
| Stock price | $6.31 |
| Risk free rate | 3.8% |
| Expected volatility | 170.0% |
| Expected dividend rate | $0.00 |
| Exercise Price | $3.10 |

26

The fair value of the Series A and Series B Warrants as of March 31,
2026, was $2,997,150 and $0, respectively. The $0 fair value for the Series B Warrants reflects that all Series B Warrants had been exercised
by this date. This resulted in a non-cash gain from the change in fair value of derivatives of $386,750 for the three months ended March
31, 2026, respectively. As of March 31, 2026, investors had exercised 591,145 Series A Warrants and 114,992 Series B Warrants, resulting
in the issuance of 670,137 common shares. As of March 31, 2026, 508,857 Series A Warrants and no Series B Warrants remained outstanding.

***Warrants – Series C and D***

The Company’s Series
C Warrants and Series D Warrants were classified as derivative liabilities and carried at fair value through the date of exercise. As
of December 31, 2025, all Series C and Series D Warrants had been exercised and no warrants remained outstanding. Accordingly, no fair
value measurement was required for these instruments as of March 31, 2026, and no gain or loss from change in fair value was recognized
for the three months ended March 31, 2026.

The table below provides
a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair
value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2026.

| Forward Purchase Agreement | Fair Value / Measurement / Using Level 3 / Inputs Total |
| --- | --- |
| Balance, December 31, 2025 | $1,388,700 |
| Change in fair value | (174,600) |
| Balance, March 31, 2026 | 1,214,100 |

| Warrants – Series A | Fair Value / Measurement / Using Level 3 / Inputs Total |
| --- | --- |
| Balance, December 31, 2025 | $3,383,900 |
| Change in fair value | (386,750) |
| Balance, March 31, 2026 | 2,997,150 |

***Stock-based compensation – Awards
with Market-Based Conditions***

The Company utilized a Monte Carlo simulation
analysis to determine the fair value of the awards with market-based conditions at the date of the Merger, which included the following
assumptions: stock price of $226.50, risk free rate of 3.9%, volatility of 72.5%, dividends yield of 0% and duration of 6 years.

### **NOTE 14 — SUBSEQUENT EVENTS**

The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any
subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements.

***Offering Status***

In April 2026, the Company's arrangement with its underwriter expired.
The Company may pursue alternative underwriting arrangements and to complete the offering. Deferred offering costs of $460,915 recorded
as of March 31, 2026 relate to this offering. See Note 7 for the Company's accounting policy related to deferred offering costs.

***Madison Bond Promissory Notes***

On May 7, 2026, the Company executed a Promissory
Note with Madison Bond in the amount of $75,000 in cash for working capital purposes. The note bears interest at 16% per annum and matures
on August 7, 2026. As of the date of these financial statements, the outstanding principal balance under the note was $75,000. See note
5 for details.

On May 11, 2026, the Company formalized the obligation through a promissory
note with Madison Bond related to the advance of $75,000 to the Company to fund legal fees incurred during the three months ended March
31, 2026. The note bears interest at 0% per annum, matures on November 11th, 2026, and requires a ballon payment for the entire principal
at maturity. As of the date of these financial statements, the outstanding principal balance under the note was $75,000.

27

## ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

*References in this
report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Solidion Technology,
Inc. References to our “management” or our “management team” refer to our officers and directors. The following
discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.*

***Cautionary Note
Regarding Forward-Looking Statements***

This Quarterly Report on Form 10-Q includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based
these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or
contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

***Overview***

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. Headquartered in Dallas, Texas, with research and development (R&D) and manufacturing operations in Dayton, Ohio, Solidion
is dedicated to transforming the energy storage landscape by addressing key limitations in current lithium-ion and emerging battery technologies.

The Company specializes in high-performance silicon-rich
anode materials, solid-state battery technology, and fire-retardant electrolytes, aiming to enhance the energy density, safety, and cost-effectiveness
of lithium-ion batteries. Solidion’s proprietary innovations include graphene-enabled batteries, elastomer-protected electrodes,
quasi-solid and solid-state electrolytes, and biochar-derived anode materials, providing sustainable and scalable solutions for the electric
vehicle (EV), energy storage system (ESS), and consumer electronics markets.

Solidion holds an extensive intellectual property
(IP) portfolio with over 345 active patents (pending and granted) globally, positioning the Company as a leader in silicon anode and solid-state
battery technology. Its innovative silane-free production processes for silicon-based anode materials allow for lower manufacturing costs
and improved scalability. Additionally, its fire-retardant and polymer-based electrolytes enable safer, high-energy-density batteries
compatible with existing lithium-ion cell production infrastructure.

A key milestone in Solidion’s technological
advancements is the successful development of a high-energy cylindrical cell, which achieves an exceptional energy density of 305 Wh/kg,
significantly higher than conventional lithium-ion batteries, which typically range between 240-260 Wh/kg. This innovation not only enhances
the range and performance of EVs but also underscores Solidion’s ability to deliver cutting-edge solutions for high-energy and high-power
applications.

The Company has established strategic partnerships
with leading industry players, including Giga Solar Materials Corp. and Bluestar Materials Company, to advance the production and commercialization
of silicon oxide (SiOx) anode materials in the U.S. These collaborations, along with Solidion’s ongoing engagement with EV original
equipment manufacturers (OEMs) and toll-manufacturing partners, position the Company to accelerate the adoption of its next-generation
battery solutions.

On November 14, 2024, we adopted a strategic Bitcoin
allocation policy for our Corporate Treasury. As part of this strategy, Solidion is committed to leveraging Bitcoin as a long-term store
of value. The Company will allocate excess cash from operations toward Bitcoin purchases, subject to board approval. Additionally, interest
earnings from cash held in money market accounts will be converted into Bitcoin. The Company also plans to allocate a portion of future
capital raises to Bitcoin acquisitions, demonstrating a sustained commitment to integrating Bitcoin into its financial strategy.

For fiscal years 2025 and 2024, the Company did
not identify excess cash from operations available for Bitcoin purchases. Additionally, the Company generated interest income of $19,094
and $13,806 during fiscal year 2025 and 2024, respectively. These amounts have been designated for Bitcoin purchases in fiscal year 2026
as part of the ongoing treasury strategy. The Company did not conduct any capital raise activities between the date of its announcement
and the end of the reporting period and, as a result, did not allocate any proceeds toward Bitcoin purchases. Looking ahead, during fiscal
year 2026, Solidion may consider capital raises that will include allocation of a portion of proceeds to Bitcoin acquisitions.

Solidion is committed to advancing battery technology
through continuous R&D efforts, expanding manufacturing capabilities, and optimizing supply chain sustainability. By integrating cutting-edge
materials and scalable production methods, Solidion aims to deliver high-performance, cost-effective, and environmentally sustainable
battery solutions that address the increasing demand for electrified mobility and renewable energy storage.

28

**Our Products**

***Anode Materials*** Our product portfolio
includes graphite-based anode materials, distinguished by our commitment to utilizing raw materials from sustainable sources. As part
of our efforts to contribute to the goal of net-zero greenhouse gas emissions by 2050, we are scrutinizing our entire supply chain to
identify opportunities for reducing environmental impacts. Graphite, a critical component in rechargeable batteries due to its longevity
and cost-efficiency, is traditionally derived from petroleum coke and pitch. Solidion’s innovative approach introduces biochar produced
from waste biomass as an alternative feedstock. This sustainable process not only sequesters carbon but may also result in carbon-negative
production. By leveraging biochar, Solidion aims to produce anode-grade graphite with exceptional performance. By the end of 2024, Solidion’s
anode materials containing biochar-derived materials have achieved a capacity of over 340 mAh/g and comparable cycle life to conventional
graphite anodes, marking a significant step towards more environmentally responsible battery manufacturing. Solidion has also developed
a series of silicon and SiOx anode materials that enable a significantly higher energy density (for example, an expected 20-30% increase
in the EV driving range) likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour (“kWh”) when production
in scale occurs. The specific capacity of these products range from 1,300 to 2,800 mAh/g aiming to suit different applications including
EV, energy storage stations, drones, and consumer electronics.

***Battery Cells*** To rigorously validate
the performance of its innovative anode materials, Solidion is actively engaged in the development and testing of a diverse portfolio
of battery cells. By the close of 2024, Solidion, in collaboration with strategic partners, has successfully constructed and evaluated
over three distinct types of cylindrical cells, each featuring either our advanced silicon (Si) or graphite-based anodes. These cells
showcase a wide range of capabilities, with capacities spanning from 4.6 to an impressive 5.5Ah.

Notably, our high-energy 5.5Ah 21700 cylindrical
cell represents a significant leap forward in battery technology. This cell not only achieves an exceptional energy density of 305 Wh/kg,
surpassing the typical 240-260 Wh/kg offered by established Asian manufacturers in the same high-energy category, but also delivers superior
power performance. It boasts a continuous charging and discharging capability exceeding 2C, a substantial improvement over the performance
less than 1C typically seen in competitor products. This combination of high energy density and robust power handling makes our 5.5Ah
cell ideally suited for applications demanding both sustained energy delivery and moderate to high power output, such as advanced electric
vehicles and high-performance portable electronics.

Furthermore, Solidion is actively developing cell
variants tailored for applications requiring even higher power capabilities. These cells have already demonstrated impressive fast-charging
capabilities, exceeding 3C, enabling rapid replenishment of energy and minimizing downtime. This focus on high-power cells underscores
our commitment to addressing the diverse needs of the evolving energy storage market.

Beyond anode advancements, Solidion is also pioneering
the development of next-generation electrolytes. As previously mentioned, we have successfully formulated fire-retardant and quasi-solid
electrolytes, demonstrating their performance through the construction of small prototype cells. These electrolytes represent a significant
step towards enhancing battery safety, a critical consideration in today’s demanding applications. Looking ahead, Solidion intends
to scale up production of these electrolyte-based cells, manufacturing larger format cells in common practical sizes. This initiative
will not only validate the performance of our advanced electrolytes in real-world scenarios but also pave the way for the development
of safer and more reliable energy storage solutions. By integrating our innovative anode materials with these advanced electrolytes, Solidion
is poised to deliver a new generation of high-performance, safe, and sustainable batteries.

29

***Recent Developments***

*Memorandum of Understanding*

On February 10, 2026, we entered into a non-binding
memorandum of understanding (“MOU”) with an entity that manufactures and distributes energy storage systems for the Company
to supply pouch cells for use in energy storage systems. While the MOU is non-binding in nature and may result in no actual sales, a definitive
agreement could potentially add an estimated $4 to $6 million in revenue over the next 12 months.

*Grants from the U.S. Government*

During the fourth quarter of 2025 and the first
quarter of 2026, the Company was notified that it had received three grants from various departments of the U.S. government. The
U.S. Department of Energy (“DOE”) provided the first grant (the “First Grant”), which was to advance research
and development of Electrochemical Manufacturing of High-Performance Graphite based on Biomass-Derived Carbon. The Company had received
the prestigious 2025 R&D 100 Award in partnership with Oak Ridge National Laboratory for innovation in Electrochemical Graphitization
in Molten Salts, and the First Grant was for research to be conducted jointly with Oak Ridge National Laboratory to reduce imports of
critical energy materials from foreign sources, improve American energy independence, and ensure that the U.S. maintains a technological
lead in developing and deploying advanced energy technologies.

The DOE provided the second grant (the “Second
Grant”) to scale up the synthesis of a carbon-nanosphere material that will be used as an anti-corrosive additive in molten-salts-based
heat transfer fluids for advanced molten salt nuclear reactors. The Second Grant was also for research to be conducted jointly with Oak
Ridge National Laboratory, this time to develop a nanofluids-based energy material, engineered colloidal suspension of hollow carbon nanoparticles
in conventional molten salts, to enhance heat transfer and reduce corrosion in nuclear reactors, which is critical for reducing costs,
increasing safety, and accelerating the commercialization of small modular nuclear reactors such as advanced molten salt reactors.

The U.S. Army provided the third grant (the
“Third Grant”) to develop an advanced fiber-based electronic battery system built on a coaxial carbon nanotube (“CNT”)
yarn architecture. The Third Grant was for research to be conducted jointly with The University of Texas at Dallas to develop a flexible,
rechargeable lithium-ion battery in fiber form: a CNT yarn serves as both the structural core and current collector of the anode, integrated
with Solidion’s silicon (Si) as the high-capacity anode material.

30

*Unregistered Sales of Equity Securities*

On December 8, 2025, the Company entered
into an agreement with Anson Investments Master Fund LP (“Anson”), pursuant to which it issued 240,400 shares of common stock
to Anson in exchange for the termination of all warrants and other obligations of the Company under the Securities Purchase Agreement,
dated as of August 30, 2024. Further, Anson agreed to limit sales of common stock to no more than 10% of the daily trading volume
on the Nasdaq Stock Market of all of the Company’s common stock. On February 5, 2026, the Company issued the 240,400 shares of its
common stock to Anson pursuant to this agreement. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act. No underwriting discounts or commissions were paid with respect to the issuance. See Note 14 – Subsequent Events
for additional information.

*Change to Board of Directors*

On September 3, 2025 (the “Resignation
Date”), Cynthia Ekberg Tsai notified the Board of Directors (the “Board”) of the Company of her resignation as a member
of the Board, including all committees on which she serves, effective as of the Resignation Date. Ms. Ekberg Tsai’s resignation
did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

As a result of Ms. Ekberg Tsai’s resignation,
the Company’s Audit Committee is composed of two members. On September 8, 2025, the Company notified The Nasdaq Stock Market,
LLC of its non-compliance with Nasdaq Rule 5605(c)(2)(A), which requires that the Audit Committee be composed of three directors.
Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company has a cure period to regain compliance by appointing a new independent director
to the Audit Committee. The cure period extends until the earlier of the Company’s next annual shareholders’ meeting or September 3,
2026; provided, however, that if the annual shareholders’ meeting occurs no later than March 2, 2026, the Company has until
March 2, 2026, to regain compliance. The Company intends to appoint a new independent director to the Audit Committee as soon as
practicable within the cure period.

On March 24, 2026, the company announced an annual
meeting scheduled for June 11, 2026. As a result, the Company’s cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A)
extends until the date of the annual meeting. The Company is actively evaluating potential candidates to fill the vacancy on its Audit
Committee and intends to regain compliance within the applicable cure period.

***Components of Results of Operations***

***Revenue***

The Company is focused on commercializing and
manufacturing battery materials and next-generation battery cells. Historically, and during the periods presented, we have generated minimal
revenue from product samples. We do not expect to begin generating significant revenue until we complete the commercialization process
and build out manufacturing capacity. Future capacity may come from joint ventures with strategic partners, sourcing third-party manufacturing
from our network, or pursuing mergers and acquisitions.

31

***Operating Expenses***

*Research and Development*

Research and development expenses consist primarily
of personnel expenses, including salaries, benefits, third party technology validation testing, equipment, engineering, maintenance of
facilities, data analysis, and materials.

*Selling, general and, administrative*

Selling, general and administrative expenses primarily
consist of personnel expenses, including salaries, benefits, and stock-based compensation related to executive management, finance, legal,
and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance
expenses, insurance costs and general corporate expenses, such as rent, office supplies and information technology costs.

***Other Income (Loss)***

*Change in fair value of Derivative Liabilities*

Change in fair value of Derivative Liabilities
consists of fluctuations in the fair value of an agreement between the Company and investors facilitating future purchases of the Company’s
stock by the Investor based on a Monte Carlo simulation model.

*Interest Income*

Interest income is derived from the Company’s
operating cash account, which is periodically invested in short-term money market funds.

*Interest Expense*

Interest expense consists primarily of the interest
on the Company’s short-term notes and D&O insurance premium financing arrangement.

***Results of Operations***

This data
should be read in conjunction with Solidion’s financial statements and accompanying notes. These results of operations are not necessarily
indicative of future performance.

**Summary of Statements of Operations for the
Three Months Ended March 31, 2026 and 2025**

| Line item | For the Three Months Ended March 31, | For the Three Months Ended March 31, | For the Three Months Ended March 31, |
| --- | --- | --- | --- |
|  | 2026 |  | 2025 (Restated) |
| Net sales | $ | $$85,426 | - |
| Cost of goods sold |  | 1,696 | - |
| Operating expenses |  | 1,858,023 | 3,132,669 |
| Total other income |  | 343,625 | 12,327,299 |
| Net (loss) income | $ | $$(1,430,668) | 9,194,630 |

*Operating Expenses*

Operating expenses decreased
by $1,274,646 for the three months ended March 31, 2026. This decrease was primarily driven by lower general and administrative costs,
including reduced personnel and professional services expenses. Additionally, there were decreased research and development costs, including
personnel expenses associated with the commercialization of our battery cell products and third-party validation testing of our proprietary
silicon anode.

32

*Other Income (Expense)*

Other income decreased by $11,983,674 for the
three months ended March 31, 2026. This increase was largely driven by a gain of $561,350 due to a change in the fair value of derivative
liabilities related to the Forward Purchase Agreement and warrants related to the March private placement financing, compared to a gain
of $12,417,450 in the three months ended March 31, 2025. Additionally, there was interest expense of $147,233 primarily related to the
Company’s short-term notes.

***Cash Flows***

The following tables set forth a summary of our cash flows for the
periods indicated

| Line item | For the Three Months Ended March 31, 2026 | For the Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Net cash provided by (used in): |  |  |
| Operating Activities | (141,863) | (2,342,278) |
| Investing Activities | (23,975) | (40,156) |
| Financing Activities | - | 198,875 |
| Net decrease in cash | (165,838) | (2,183,559) |

*Net Cash used in Operating
Activities*

For the three months ended March 31, 2026, cash used in operating activities
was $141,863. This primarily resulted from net loss of $1,430,668, which included non-cash gain of $561,350 due to a change in the fair
value of derivative liabilities related to the Forward Purchase Agreement and March Private Placement warrants. These non-cash gains were
added back to reconcile net income to net cash used in operating activities, as part non-cash adjustments that also included depreciation
and amortization, stock-based compensation and amortization of debt discount, totaling $186,186. Additionally, changes in operating assets
and liabilities used $1,399,991 of cash from operating activities, driven primarily by a $2,043,286 increase in accounts payable and accrued
expenses. The increase in accounts payable and accrued expenses was mainly due to higher accrued expenses linked to capital raising.

For the three months ended March 31, 2025, cash
used in operating activities was $2,342,278. This primarily resulted from net income of $9,194,630, which included non-cash gain of $12,417,450
due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and March and August Private Placement
warrants. These non-cash gains were added back to reconcile net income to net cash used in operating activities, as part non-cash adjustments
that also included depreciation and amortization, stock-based compensation non-cash interest expense, totaling $11,502,027. Additionally,
changes in operating assets and liabilities used $34,881 of cash from operating activities, driven primarily by a $607,376 increase in
other current assets. The increase in other current assets was due to the financing arraignment associated with the directors and officers’
insurance policy.

*Net Cash used in Investing
Activities*

For the three months ended March 31, 2026, the
Company used cash of $23,975 in investing activities consisting of capitalized patent costs.

For the three months ended March 31, 2025, the
Company used cash of $40,156 in investing activities consisting of capitalized patent costs.

*Net Cash provided by Financing
Activities*

For the three months ended March 31, 2026, the
Company did not generate cash from financing activities.

For the three months ended March 31, 2025, the
Company generated cash of $198,875 from financing activities. The Company received proceeds from warrant exercises of $241,546. These
increases were offset by repayment of short-term notes of $42,671.

33

***Going Concern Considerations, Liquidity and Capital Resources***

Since Solidion’s inception, the Company
has experienced recurring net losses and has generated minimal sales. This raises substantial doubt about the Company’s ability
to continue as a going concern. Management’s ability to fund our operations and capital expenditures depends on our ability to raise
additional external capital. This is subject to our future operating performance and general economic, financial, competitive, legislative,
regulatory, and other conditions, some of which are beyond our control. We are currently engaged in discussions with various financing
counterparties to secure sufficient capital to meet our business needs for the foreseeable future. The Company plans to finance its operations
with proceeds from the sale of equity securities, government grants and loans, or debt; however, there is no assurance that management’s
plans to obtain additional debt, grants or equity financing will be successfully implemented or implemented on terms favorable to the
Company.

As of March 31, 2026, we had an accumulated deficit of $164,803,207.
Additionally, $1,114,594 in NUBI transaction costs incurred at the Closing Date in connection with the Merger remain outstanding and are
due within the next twelve months. During the three months ended March 31, 2026, we incurred losses from operations totaling $1,774,293
and net cash used in operating activities of $141,863. We expect to continue to incur such losses for at least the next twelve (12) months.

***Off-Balance Sheet Arrangements***

At March 31, 2026, we have no obligations, assets
or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into
any non-financial agreements involving assets.

***Critical Accounting Estimates***

We prepare our financial
statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates, as well
as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between
these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own
historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations
for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting
estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the
time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use
of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition
or results of operations. There are items within our financial statement that require estimation but are not deemed critical, as defined
above. There were no changes to the Company’s critical accounting estimates from those disclosed in the Annual Report on Form
10-K for the year ended December 31, 2025.

***Forward Purchase Agreement***

The Company accounts for the forward purchase
agreement as either equity-classified or liability-classified instruments based on an assessment of the Forward Purchase Agreement (“FPA”)
specific terms and applicable authoritative guidance under FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).
The assessment considers whether the FPA meets all of the requirements for equity classification under ASC 815, including whether the
FPA is indexed to the Company’s own common shares and whether the FPA holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted
at the time of FPA issuance and as of each subsequent quarterly period end date while the FPA is outstanding.

34

The Company has determined that the FPA does not
meet all of the criteria for equity classification under ASC 815, as the FPA fails the fixed-for-fixed test under ASC 815-40 due to the
bi-weekly Reset Price mechanism, the Dilutive Offering Reset provision, and the VWAP Trigger Event, each of which creates variability
in the settlement amount that is not purely a function of the Company’s own stock price. Accordingly, the FPA is classified as a
liability-classified derivative instrument, recorded at fair value on the date of issuance and remeasured at fair value at each balance
sheet date thereafter. The Company utilizes a Monte Carlo simulation model to determine the fair value of the FPA. The resulting fair
value is recorded as a derivative liability on the condensed consolidated balance sheets. The Company records changes in the fair value
of the FPA as a non-cash other income (expense) within *change in fair value of derivative liabilities* account on the Company’s
condensed consolidated statements of operations.

Upon the issuance of shares in connection with
the FPA, the Company recognizes (i) an increase to APIC measured at the fair value of the FPA at the time of share issuance, (ii) a corresponding
stock subscription receivable of equal amount as a contra-equity component within stockholders’ equity (deficit), representing the
present value of the consideration receivable for the shares issued, and (iii) a loss on issuance of common stock within Other Income
(Expense) representing the difference between the face value of the stock subscription receivable and its present value at the issuance
date. The discount between the face value and present value of the stock subscription receivable is accreted using the effective interest
method over the remaining term of the FPA, with each period’s accretion recorded as an increase to both the stock subscription receivable
and APIC within stockholders’ equity (deficit). The stock subscription receivable is presented as a reduction to total stockholders’
equity (deficit) and is relieved as Optional Early Termination proceeds are received from the Forward Purchase Investor.

For issued or modified FPA that meet all of the
criteria for equity classification, the FPA is required to be recorded as a component of additional paid-in capital at the time of issuance.
For issued or modified FPAs that do not meet all of the criteria for equity classification, the FPA are required to be recorded at their
initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for outstanding FPA as liability-classified
instrument.

The fair value of the FPA is Level 3. The determination
of the fair value requires significant estimates and judgments. See Note 13 – Fair Value Measurements to the financial statements
for the significant assumptions and estimates.

Changes in the significant assumptions and estimates
could materially impact the valuation and the amounts recorded in the financial statements.

***Recently Issued Accounting Standards***

In November 2024, the FASB issued ASU 2024-03,
“Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses” to improve disclosures by providing more detailed information about the types of expenses in commonly presented
expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within
fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard
will have on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10,
“Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which establishes comprehensive
guidance under U.S. GAAP for the recognition, measurement, presentation, and disclosure of government grants received by business entities.
The ASU is effective for public business entities for annual reporting periods beginning after December 15, 2028, and interim reporting
periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the effect this standard
may have on its condensed consolidated financial statements and related disclosures in light of its government contract revenue activity.

35

## Item 3. Quantitative
and Qualitative Disclosures About Market Risk**

This item is not applicable
as we are a smaller reporting company.

## Item 4. Controls and
Procedures**

**Evaluation of Disclosure Controls and Procedures**

Based on an evaluation of our disclosure controls
and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not
effective as of March 31, 2026, because of certain material weaknesses in our internal control over financial reporting, as further described
below.

Notwithstanding these material weaknesses, our
management concluded that our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present,
in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity
with accounting principles generally accepted in the United States (“U.S. GAAP”).

**Management’s Report on Internal Control
Over Financial Reporting**

*Material Weaknesses*

A material weakness is a deficiency or combination
of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified deficiencies in the principles
associated with the control environment, risk assessment, control activities, information & communication, and monitoring components
of internal control, based on the criteria established by the COSO framework, that constitute material weaknesses, either individually
or in the aggregate as described below.

Control Environment: Solidion does not
maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including
those related to complex and/or non-routine transactions. Additionally, Solidion did not implement sufficient segregation of duties within
its financial reporting function in order to demonstrate independence and proper oversight. This material weakness contributed to the
additional material weaknesses further described below.

Risk Assessment: Solidion did not design
and implement an effective risk assessment based on the criteria established in the COSO framework. A material weakness, either individually
or in the aggregate, was identified pertaining to (i) identifying, assessing, and communicating appropriate objectives; (ii) identifying
and analyzing risks to achieve these objectives; and (iii) implementing an effective risk assessment to identify and assess changes in
the business if such changes were to occur.

Control Activities: Solidion did not effectively
design and implement control activities to support the operating effectiveness of controls to prevent and detect potential material errors
based on the criteria established in the COSO framework. As a result, the following control deficiencies constitute material weaknesses,
individually or in the aggregate: (i) ineffective controls related to the review and approval of journal entries and reconciliations,
and (ii) a lack of appropriate accounting policies and procedures.

Information and Communication: We identified
control deficiencies that constitute material weaknesses, either individually or in the aggregate, related to (i) internal communication
of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control;
and (ii) communicating relevant information to external parties timely.

Monitoring: Solidion did not maintain effective
monitoring activities to determine whether the components of internal control over financial reporting were present and functioning based
on the criteria established in the COSO framework.

**Remediation Plans and Status**

We are committed to maintaining a strong internal
control environment and implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are
remediated as soon as practicable. We plan to engage a third party to assist in our remediation efforts. We will design and implement
a risk assessment process and establish processes and controls to support an effective control environment. These actions are intended
to enable Solidion to enhance our monitoring of our internal controls over financial reporting as well as enhance required communication.
In addition, we will design and implement controls to address material weaknesses in control activities including the proper review and
approval of journal entries and reconciliations.

As Solidion continues to evaluate its internal
controls, it may take additional remediation actions. The material weaknesses will be considered remediated when Solidion’s management
designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing,
that these controls are effective. Solidion’s management will monitor the effectiveness of its remediation plans and will make changes
management determines to be appropriate.

**Changes in Internal Control over Financial
Reporting**

There were no changes during the quarter ended
March 31, 2026, in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

36

**PART II – OTHER
INFORMATION**

## ITEM 1. LEGAL PROCEEDINGS

None.

## ITEM 1A. RISK FACTORS

We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this
item.

## ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

None.

## ITEM 3. DEFAULTS UPON
SENIOR SECURITIES**

None.

## ITEM 4. MINE SAFETY
DISCLOSURES**

Not applicable.

## ITEM 5. OTHER INFORMATION

During the quarter ended
March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule
10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

37

**ITEM
6. EXHIBITS**

The following exhibits
are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

| Exhibit No. | Description |
| --- | --- |
| 3.1 | Amended and Restated Certificate of Incorporation of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) |
| 3.2 | Amended and Restated Bylaws of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) |
| 31.1* | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |

\* Filed herewith

38

**SIGNATURES**

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

**Solidion Technology, Inc.**

Dated: May 20, 2026 By: /s/ Jaymes Winters

Name: Jaymes Winters

Title: Chief Executive Officer     (Principal Executive Officer)

**Solidion Technology, Inc.**

Dated: May 20, 2026 By: /s/ Vlad Prantsevich

Name: Vlad Prantsevich

Title: Chief Financial Officer     (Principal Accounting and Financial Officer)

39