Skip to main content

Solidion Technology Inc.

For the period ended Jun 30, 2025. Filed Aug 19, 2025.

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, 2025 · Filed Aug 19, 2025

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 2025-03-31; filed 2025-05-21.

0001213900-25-046069

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-19.

0001213900-25-078583

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 80 previous paragraphs and 85 current paragraphs.

71 unchanged; 9 reworded; 3 added; 0 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 2 previous and 3 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 (3)

Current report

Operating expenses decreased by $1,771,179 for the six months ended June 30, 2025. This decrease was primarily driven by lower professional fees, stock-based compensation, insurance, and other administrative costs associated with the Company operating as a public entity as of February 2, 2024.
Reworded paragraphs (9)

Previous wording

Operating expenses decreased by $626,667 for the three months ended March 31, 2025. This decrease was primarily driven by lowerSelling, General and Administrative expenses, including reductions in professional fees, stock-based compensation, insurance costs, and other administrative expenses associated with the Company’s operations as a public entity beginning February 2, 2024.

Current wording

Operating expenses decreased by $1,144,512 for the three months ended June 30, 2025. This decrease was driven by lowerSelling, General and Administrative expenses, including reductions in professional fees, stock-based compensation, insurance costs, and other administrative expenses associated with the Company’s operations as a public entity beginning February 2, 2024.

Previous wording

Other income increased by $41,103,945 for the three months ended March 31, 2025. This increase was largely driven by a gain of $12,417,450 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the March and August private placement financing. Additionally, there was interest expense of $106,422 primarily related to the Company’s short-term notes.

Current wording

Other income increased by $18,086,135 for the six months ended June 30, 2025. This increase was largely driven by a gain of $14,461,950 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 interest expense of $218,893 primarily related to the Company’s short-term notes.

Previous wording

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.

Current wording

For the six months ended June 30, 2025, cash used in operating activities was $3,255,997. This primarily resulted from net income of $9,341,421, which included non-cash gain of $14,461,950 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 $13,162,090. Additionally, changes in operating assets and liabilities used $564,672 of cash from operating activities, driven primarily by a $431,608 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.

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 $32,535,982, 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 $20,590,717 from the issuance of common stock and warrants related to the convertible note and private placement financing activity. 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 $30,226,609. 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 $10,517,566, which included significant 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 $20,590,717 from the issuance of common stock and warrants related to the convertible note and private placement financing activity. 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 $5,814,482. 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, 2025, the Company used cash of $181,498 in investing activities consisting of purchases of Silicon Oxide (SiOx) manufacturing equipment and capitalized patent costs.

Previous wording

For the three months ended March 31, 2025, the Company used cash of $40,156 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, 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.

Current wording

For the six months ended June 30, 2025, the Company generated cash of $198,415 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.

Previous wording

For the 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 months 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 short-term notes and repayment of related party advances of $424,277 and $911,091, respectively.

Previous wording

As of March 31, 2025, we had an accumulated deficit of $106,685,879**.** Additionally, $1,400,717 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, 2025, we incurred losses from operations totaling $3,132,669 and net cash used in operating activities of $2,342,278. We expect to continue to incur such losses for at least the next twelve (12) months.

Current wording

As of June 30, 2025, we had an accumulated deficit of $106,539,088. Additionally, $1,400,717 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 six months ended June 30, 2025, we incurred losses from operations totaling $4,919,793 and net cash used in operating activities of $3,255,997. We expect to continue to incur such losses for at least the next twelve (12) months.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Other income decreased by $23,017,810 for the three months ended June 30, 2025. This decrease was largely driven by reduced non-cash gains due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement, and warrants related to the March and August private placement financing. Additionally, there was interest expense of $112,471 primarily related to the Company’s short-term notes.

Current report — wording carried from elsewhere

Summary of Statements of Operations for the Three Months Ended June 30, 2025 and 2024