Solidion Technology Inc.

As filed with the Securities and Exchange Commission on February 12, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

13355 Noel Rd, Suite 1100

Dallas, TX 75240

(972) 918-5120

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jaymes Winters

Chief Executive Officer

13355 Noel Rd, Suite 1100

Dallas, TX 75240

(972) 918-5120

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

2,000,000 Shares of Common Stock

Pre-Funded Warrants to Purchase up to 2,000,000 Shares of Common Stock

(and up to 2,000,000 Shares of Common Stock Underlying the Pre-Funded Warrants)

We are offering up to 2,000,000 shares of our common stock, par value $0.0001 per share (our “common stock”), at an assumed public offering price of $6.30 per share. The final public offering price will be determined through negotiation between us and the underwriter based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results and the general condition of the securities markets at the time of this offering and may be at a discount to the current market price.

We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in any such purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants in lieu of shares of our common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding common stock. The purchase price for each pre-funded warrant will equal the per share public offering price for the common stock in this offering less the $0.0001 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable upon issuance and will not expire prior to exercise. For each pre-funded warrant that we sell, the number of shares of common stock that we are selling will be decreased on a one-for-one basis.

Our common stock is listed on the Nasdaq Capital Market under the symbol “STI.” On February 11, 2026, the last reported sales price for our common stock was $6.30 per share.

There is no established trading market for the pre-funded warrants and we do not expect a market to develop. We do not intend to apply for listing of the pre-funded warrants on any national securities exchange or trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

We are an “emerging growth company” under the federal securities laws and are subject to reduced public company reporting requirements. Additionally, we are a “smaller reporting company” under the federal securities laws and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See “Prospectus Summary — Smaller Reporting Company” and “Prospectus Summary — Emerging Growth Company” for additional information. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 10 of this prospectus, and under similar headings in any amendment or supplements to this prospectus. Neither the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

(1) We have agreed to pay the Underwriter a cash fee equal to 7.0% of the gross proceeds of this offering. This does not include the reimbursement of certain expenses of the Underwriter we have agreed to pay. See “Underwriting” beginning on page 88 of this prospectus for additional information about the expenses for which we have agreed to reimburse the underwriters in connection with this offering.

We have granted the underwriter an option for a period of 30 days from the date of this prospectus to purchase up to an additional 300,000 shares of our common stock. We expect to deliver the shares and pre-funded warrants (as applicable) on or about , 2026.

Lucid Capital Markets

The date of this prospectus is , 2026.