Solidion Technology Inc

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Under the supervision, and with the participation, of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness 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”), as of the end of the period covered by this report. Based on this evaluation, our chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2024 because of a material weakness in our internal control over financial reporting, as further described below.

Notwithstanding the conclusion by our principal executive officer and principal financial and accounting officer that our disclosure controls and procedures as of September 30, 2024 were not effective, and notwithstanding the material weakness in our internal control over financial reporting described below, management believes that our financial statements and related financial information included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Material Weaknesses in Internal Control over Financial Reporting

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

In connection with the preparation of our financial statements for the period ended June 30, 2024, we identified a material weakness in our internal control over reporting related to accounting due to an insufficient complement of qualified technical accounting and financial reporting personnel to perform control activities involving complex and/or non-routine transactions. This material weakness contributed to an additional material weakness in controls over the period end financial reporting process and preparation of financial statements not being executed timely.

These control deficiencies could have resulted in a misstatement of one or more account balances or disclosures that would result in a material misstatement of the annual or interim financial statements that would not be prevented or detected.

Management’s Plan to Remediate the Material Weaknesses

Remedial actions have been and are being implemented to address the underlying causes of the material weaknesses, including improving technical processes around non-routine or complex transactions, supplementing the technical capabilities of our accounting staff with additional contract resources and improving the documentation of the review of the accounting, presentation and disclosure of such transactions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.