Solidion Technology Inc.
For the period ended Sep 30, 2025. Filed Nov 20, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 20, 2025
STI$4.24+2.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-20.
0001213900-25-112830
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 85 previous paragraphs and 87 current paragraphs.
70 unchanged; 15 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 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 (2)
Current report
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 (the “Conversion Shares”), and all outstanding Series C and Series D Warrants were cancelled.
Current report
On October 29, 2025, the Company entered into a Promissory Note with Great Point Capital, LLC in the principal amount of $1,000,000. The Note bears interest at 8.0% per annum, payable quarterly, and matures on October 25, 2026. The proceeds will be used for general corporate purposes, including working capital needs. See Note 10 for more details.
Reworded paragraphs (15)
Previous wording
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 $17.39. As a result, the Series A Warrants and Series B Warrants held by investors were reset to 442,834 shares and 114,992 shares, respectively. As of June 30, 2025, investors had exercised 289,613 Series A Warrants and 114,992 Series B Warrants, resulting in the issuance of 404,605 common shares. As of June 30, 2025, 153,221 Series A Warrants and no Series B Warrants remained outstanding.
Current wording
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 $17.39. As a result, the Series A Warrants and Series B Warrants held by investors were reset to 442,834 shares and 114,992 shares, respectively. As of September 30, 2025, investors had exercised 447,145 Series A Warrants and 114,992 Series B Warrants, resulting in the issuance of 562,137 common shares. 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. As of September 30, 2025, 652,857 Series A Warrants and no Series B Warrants remained outstanding.
Previous wording
As part of the August Private Placement, the Company issued an aggregate of 244,349 units and pre-funded units (collectively, the “Units”) at a purchase price of $16.37 per unit. Each Unit consists of (i) one share of common stock, par value $0.0050 per share of the Company (the “Common Stock”) (or one pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrant”)), (ii) two Series C warrants each to purchase one share of Common Stock (the “Series C Warrant”) and (iii) one Series D warrant to purchase such number of shares of Common Stock as determined on the Reset Date (as defined in Note 10) and in accordance with the terms therein (the “Series D Warrant” and together with the Pre-Funded Warrant and the Series C Warrant, the “Warrants”).
Current wording
As part of the August Private Placement, the Company issued an aggregate of 244,349 units and pre-funded units (collectively, the “Units”) at a purchase price of $16.37 per unit. Each Unit consists of (i) one share of common stock, par value $0.0001 per share of the Company (the “Common Stock”) (or one pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrant”)), (ii) two Series C warrants each to purchase one share of Common Stock (the “Series C Warrant”) and (iii) one Series D warrant to purchase such number of shares of Common Stock as determined on the Reset Date (as defined in Note 10) and in accordance with the terms therein (the “Series D Warrant” and together with the Pre-Funded Warrant and the Series C Warrant, the “Warrants”).
Previous wording
As of June 30, 2025, investors have not exercised any Series C and Series D warrants.
Current wording
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. As of September 30, 2025, investors have not exercised any Series C and Series D warrants.
Previous 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.
Current wording
Operating expenses decreased by $2,445,077 for the three months ended September 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 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 wording
Other income increased by $94,428 for the three months ended September 30, 2025. This increase was largely driven by reduced non-cash losses due to issuance of common stock and warrants related to the August Private Placement financing. Additionally, there was interest expense of $112,371 primarily related to the Company’s short-term notes.
Previous wording
Summary of Statements of Operations for the Three Months Ended June 30, 2025 and 2024
Current wording
Summary of Statements of Operations for the Nine Months Ended September 30, 2025 and 2024
Previous wording
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.
Current wording
Operating expenses decreased by $4,216,256 for the nine months ended September 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.
Previous 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.
Current wording
Other income increased by $15,919,913 for the nine months ended September 30, 2025. This increase was largely driven by a gain of $9,964,250 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 $331,264 primarily related to the Company’s short-term notes.
Previous 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.
Current wording
For the nine months ended September 30, 2025, cash used in operating activities was $3,607,781. This primarily resulted from net income of $2,988,626, which included non-cash gain of $9,964,250 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 $8,449,626. Additionally, changes in operating assets and liabilities used $1,853,219 of cash from operating activities, driven primarily by a $2,134,207 increase in Accounts payable and accrued expenses.
Previous 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.
Current wording
For the nine months ended September 30, 2024, cash used in operating activities was $5,677,192. This primarily resulted from a net loss of $17,154,245, which included significant non-cash gains and losses, driven by a gain of $24,017,035 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 $30,245,516 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 $10,342,124. Additionally, changes in operating assets and liabilities provided $1,134,929 of cash from operating activities.
Previous 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.
Current wording
For the nine months ended September 30, 2025, the Company used cash of $213,882 in investing activities consisting of purchases of Silicon Oxide (SiOx) manufacturing equipment and capitalized patent costs.
Previous wording
For the six months ended June 30, 2024, the Company used cash of $157,834 in investing activities consisting of capitalized patent costs.
Current wording
For the nine months ended September 30, 2024, the Company used cash of $190,931 in investing activities consisting of capitalized patent costs.
Previous 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.
Current wording
For the nine months ended September 30, 2025, the Company generated cash of $628,437 from financing activities. The Company received proceeds from warrant exercises of $671,568. These increases were offset by repayment of short-term notes of $42,671.
Previous 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.
Current wording
For the nine months ended September 30, 2024, the Company generated cash of $7,056,000 from financing activities. The Company received proceeds from Private Placement financing and convertible notes of $7,850,000 and $527,500, respectively. These increases were offset by repayment of short-term notes and repayment of related party advances of $1,329,712 and $911,091, respectively.
Previous 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.
Current wording
As of September 30, 2025, we had an accumulated deficit of $112,891,883. 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 nine months ended September 30, 2025, we incurred losses from operations totaling $6,662,693 and net cash used in operating activities of $3,607,781. We expect to continue to incur such losses for at least the next twelve (12) months.