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Solidion Technology Inc

For the period ended Jun 30, 2024. Filed Aug 13, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 13, 2024

STI$4.24+2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-06-07.

0001213900-24-050479

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-13.

0001213900-24-067911

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 75 previous paragraphs and 82 current paragraphs.

62 unchanged; 11 reworded; 6 added; 1 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 13 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated and combined financial statements and the related notes thereto included in this report. This report restates amounts as of and for the quarter ended June 30, 2023, included in our Definitive Proxy Statement dated November 8, 2024. See Note 2 - “RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS” in “Unaudited Condensed Consolidated and Combined Financial Statements”, for additional information. The impact of the restatement is reflected in Management’s Discussion and Analysis of Financial Condition and Results of Operations below.

Current report

The reset period ended on July 2, 2024 (the “Reset Date”), with the lowest 10-day VWAP on June 28, 2024, being $0.4347. Consequently, the reset price was established at $0.3478. As a result, the Series A Warrants and Series B Warrants held by investors were reset to 22,141,701 shares and 5,749,598 shares, respectively. As of June 30, 2024, investors had exercised 0 Series A Warrants and 199,943 Series B Warrants, resulting in the issuance of 199,943 common shares.
Removed paragraphs (1)
Reworded paragraphs (11)

Previous wording

Solidion Technology, Inc, previously the operations of “Honeycomb Battery Company”, formerly the energy solutions division of Global Graphene Group, Inc., is a Dallas, TX, USA-based advanced battery technology company focused on the development and commercialization of battery materials, components, cells, and selected module/pack technologies. Solidion is recognized as a global leader in intellectual property in both the high-capacity anode and the high-energy solid-state battery, as recognized by KnowMade, a French company that specializes in research and analysis of scientific and patent information. Solidion is uniquely positioned to offer advanced anode materials (delivering a specific capacity from 300 to 3,500+ milliampere-hours per gram mass (“mAh/g”)) as well as silicon-rich all-solid-state lithium-ion cells, anodeless lithium metal cells, and lithium-sulfur cells, each featuring an advanced polymer or hybrid solid electrolyte that is most process-friendly.

Current wording

Solidion Technology, Inc. is a Dallas, TX, USA-based advanced battery technology company focused on the development and commercialization of battery materials, components, cells, and selected module/pack technologies. Solidion is recognized as a global leader in intellectual property in both the high-capacity anode and the high-energy solid-state battery, as recognized by KnowMade, a French company that specializes in research and analysis of scientific and patent information. Solidion is uniquely positioned to offer advanced anode materials (delivering a specific capacity from 300 to 3,500+ milliampere-hours per gram mass (“mAh/g”)) as well as silicon-rich all-solid-state lithium-ion cells, anodeless lithium metal cells, and lithium-sulfur cells, each featuring an advanced polymer or hybrid solid electrolyte that is most process-friendly.

Previous wording

On February 2, 2024, Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, “Solidion” or “Solidion Technology, Inc.”), consummated the previously announced Merger (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing.

Current wording

On February 2, 2024, Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, “Solidion” or “Solidion Technology, Inc.”), consummated a merger (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing.

Previous wording

The following information includes, in Solidion’s opinion, all necessary adjustments to fairly present its results of operations for these periods. 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.

Current wording

The following information includes, in management’s opinion, all necessary adjustments to fairly present its results of operations for these periods. 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.

Previous wording

Operating expenses increased by $2,017,219 for the three months ended March 31, 2024. This increase was primarily driven by professional fees, stock-based compensation, insurance, and other administrative costs associated with the Company operating as a public entity as of February 2, 2024.

Current wording

Operating expenses increased by $1,900,333 for the three months ended June 30, 2024. This increase was primarily driven by professional fees, stock-based compensation, insurance, and other administrative costs associated with the Company operating as a public entity as of February 2, 2024.

Previous wording

Other expense increased by $26,007,202 for the three months ended March 31, 2024. This increase was largely driven by a loss of $8,182,500 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the Private Placement financing. Additionally, there was a loss of $17,820,998 from the issuance of common stock and warrants related to the Private Placement financing.

Current wording

Other income increased by $24,951,334 for the three months ended June 30, 2024. This increase was largely driven by a gain of $24,966,700 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the Private Placement financing. Additionally, there was a loss of $17,820,998 from the issuance of common stock and warrants related to the Private Placement financing.

Previous wording

For the three months ended March 31, 2024, cash used in operating activities was $2,040,712. This primarily resulted from a net loss of $29,766,263, which included significant non-cash losses, driven by a loss of $8,182,500 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and Private Placement warrants, and a loss of $17,820,998 from the issuance of common stock and warrants related to the Private Placement financing. These non-cash losses were added back to reconcile net loss to net cash used in operating activities, as part non-cash adjustments that also included depreciation and amortization and stock-based compensation, totaling $27,456,890. Additionally, changes in operating assets and liabilities provided $268,661 of cash from operating activities.

Current wording

For the six months ended June 30, 2024, cash used in operating activities was $3,541,372. This primarily resulted from a net loss of $7,747,847, which included non-cash gains and losses, driven by a gain of $16,784,200 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and Private Placement warrants, and a loss of $17,820,998 from the issuance of common stock and warrants related to the Private Placement financing. These non-cash losses were added back to reconcile net loss to net cash used in operating activities, as part non-cash adjustments that also included depreciation and amortization and stock-based compensation, totaling $2,007,965. Additionally, changes in operating assets and liabilities provided $1,161,712 of cash from operating activities.

Previous wording

For the three months ended March 31, 2024, the Company used cash of $91,348 in investing activities consisting of capitalized patent costs.

Current wording

For the six months ended June 30, 2024, the Company used cash of $157,834 in investing activities consisting of capitalized patent costs.

Previous wording

For the three months ended March 31, 2023, the Company used cash of $40,567 in investing activities consisting of capitalized patent costs.

Current wording

For the six months ended June 30, 2023, the Company used cash of $62,235 in investing activities consisting of capitalized patent costs.

Previous wording

For the year ended three months ended March 31, 2024, the Company generated cash of $3,954,881 from financing activities. The Company received proceeds from Private Placement financing and convertible notes of $3,850,000 and 527,500, respectively. These increases were offset by repayment of short-term notes and repayment of related party advances of $424,277 and $241,106, respectively.

Current wording

For the six ended June 30, 2024, the Company generated cash of $3,954,930 from financing activities. The Company received proceeds from Private Placement financing and convertible notes of $3,850,000 and $527,500, respectively. These increases were offset by repayment of related party advances of $911,091.

Previous wording

For the three months ended March 31, 2023, the Company generated cash of $812,855 from financing activities, consisting of capital contributions by G3.

Current wording

For the six months ended June 30, 2023, the Company generated cash of $1,592,095 from financing activities, consisting of capital contributions by G3.

Previous wording

As of March 31, 2024, we had an accumulated deficit of $119,717,769. Additionally, $3,056,482 in NUBI transaction costs incurred were accrued at the Closing Date in connection with the Merger and are due to be paid within the next twelve (12) months. During the three months ended March 31, 2024, we incurred losses from operations totaling $3,759,336 and net cash used in operating activities of $2,040,712. We expect to continue to incur such losses for at least the next twelve (12) months.

Current wording

As of June 30, 2024, we had an accumulated deficit of $97,699,353. Additionally, $3,056,482 in NUBI transaction costs incurred were accrued at the Closing Date in connection with the Merger and are due to be paid within the next twelve (12) months. During the six months ended June 30, 2024, we incurred losses from operations totaling $7,747,847 and net cash used in operating activities of $3,541,372. We expect to continue to incur such losses for at least the next twelve (12) months.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Summary of Statements of Operations for the Six Months Ended June 30, 2024 and 2023

Current report — wording carried from elsewhere

Operating expenses increased by $3,917,552 for the six months ended June 30, 2024. This increase was primarily driven by professional fees, stock-based compensation, insurance, and other administrative costs associated with the Company operating as a public entity as of February 2, 2024.

Current report — wording carried from elsewhere

Other expense increased by $1,055,868 for the six months ended June 30, 2024. This increase was largely driven by a gain of $16,784,200 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the Private Placement financing. Additionally, there was a loss of $17,820,998 from the issuance of common stock and warrants related to the Private Placement financing.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

For the three months ended March 31, 2023, cash used in operating activities was $1,373,441 which consisted of net loss of $1,741,542 and changes in operating assets and liabilities provided $262,429 of cash from operating activities.