Solidion Technology Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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.
Jun 30, 2026 · Filed Aug 6, 2026
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 2026-03-31; filed 2026-05-20.
0001213900-26-059602
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001213900-26-086220
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 83 previous paragraphs and 100 current paragraphs.
65 unchanged; 12 reworded; 21 added; 6 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 (21)
Current report
2026 Private Placement
Current report
On June 7, 2026, we entered into a securities purchase agreement (the “2026 Purchase Agreement”) with a new institutional investor (the “2026 Investor”), pursuant to which we agreed to issue and sell, in a private placement (the “2026 Private Placement”), (i) 750,000 shares of Common Stock at a purchase price of $15.00 per share and (ii) pre-funded warrants to purchase up to 1,583,000 shares of Common Stock at a purchase price of $14.9999 per pre-funded warrant (the “Pre-Funded Warrants”). The Pre-Funded Warrants are exercisable at any time after issuance at an exercise price of $0.0001 per share and do not expire until exercised in full. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as sole placement agent for the 2026 Private Placement. The closing of the 2026 Private Placement occurred on June 9, 2026. We received aggregate gross proceeds of approximately $35.0 million and, after deducting the placement agent fee of 7% of gross proceeds and related offering expenses, net proceeds of approximately $32.2 million, which we intend to use to support the commercialization of our patented Extreme-Climate Battery technology, fulfill customer demand, expand inventory, advance the building and testing of prototypes, and for working capital and general corporate purposes.
Current report
Pursuant to the 2026 Purchase Agreement, we agreed to file a registration statement with the SEC registering the resale of the shares and the shares of Common Stock underlying the Pre-Funded Warrants. We filed the registration statement on Form S-1 on June 12, 2026, and it was declared effective by the SEC on June 22, 2026. In connection with the 2026 Private Placement, each of our directors, executive officers and holders of more than 10% of our Common Stock (on a fully diluted basis) entered into lock-up agreements restricting sales of our securities from June 7, 2026 until August 6, 2026, forty-five (45) days following the effective date of the registration statement (subject to certain exceptions and release with the prior written consent of the placement agent), and we agreed to certain restrictions on the issuance and sale of our Common Stock or Common Stock equivalents through the same date, subject to customary exceptions.
Current report
In connection with the 2026 Private Placement, we issued to the placement agent warrants (the “Placement Agent Warrants”) to purchase up to 116,650 shares of Common Stock, representing 5% of the total securities sold at the closing. The Placement Agent Warrants are immediately exercisable at an exercise price of $17.25 per share (equal to 115% of the purchase price per share in the 2026 Private Placement) and expire on the five-year anniversary of the date of the 2026 Purchase Agreement. The Placement Agent Warrants are subject to a 180-day lock-up from the date of the 2026 Purchase Agreement pursuant to FINRA Rule 5110(e)(1) and contain customary adjustments in the event of stock dividends, splits, reorganizations or similar events.
Current report
See Note 9 to the condensed consolidated financial statements for additional information regarding the 2026 Private Placement.
Current report
Treasury Strategies
Current report
On June 29, 2026, we announced our intention to opportunistically acquire shares of Space Exploration Technologies Corp. (“SpaceX”) to be held as a long-term strategic treasury asset. We expect the initial allocation, and any future additions, to represent a modest portion of our cash on hand and not to interfere with our operating priorities, planned capital expenditures, or ability to fund our core operations and strategic plan. As of June 30, 2026, and through the date of this Quarterly Report, we had not acquired any SpaceX shares under this strategy.
Current report
On November 14, 2024, we adopted a strategic Bitcoin allocation policy for our corporate treasury under which, subject to board approval, we may allocate excess cash from operations toward Bitcoin purchases, convert interest earnings from cash held in money market accounts into Bitcoin, and allocate a portion of future capital raises to Bitcoin acquisitions. To date, we have not purchased any Bitcoin under this policy. For fiscal year 2025, we did not identify excess cash from operations available for Bitcoin purchases, and the interest income of $19,094 generated in 2025, which had been designated for Bitcoin purchases, has not yet been converted. We did not allocate any portion of the net proceeds of the 2026 Private Placement to Bitcoin acquisitions, and the proceeds are intended to be used for the purposes described under “2026 Private Placement” above. Any future purchases of Bitcoin, including any conversion of designated interest earnings or allocation of proceeds from future capital raises, remain subject to board approval and will be evaluated in light of our operating priorities and liquidity needs.
Current report
Office Lease
Current report
In July 2026, we entered into a Commercial Sublease Agreement for approximately 3,766 rentable square feet of office space at 1900 N. Pearl Street, Suite 1750, Dallas, Texas, which serves as our corporate headquarters. The sublease has a 53-month term commencing July 13, 2026 and expiring November 30, 2030, with total undiscounted future minimum base rent payments of approximately $1,135,146, plus our proportionate share of operating expenses, real estate taxes, and landlord insurance. Upon execution we paid a security deposit of $21,906 and prepaid rent of $131,436. See Note 14 to the condensed consolidated financial statements.
Current report
Net Sales
Current report
Net sales increased by $120,914 for the three months ended June 30, 2026, to $124,914, compared to $4,000 for the three months ended June 30, 2025. The increase was primarily attributable to government grant revenue recognized during the period.
Current report
Other expense increased by $1,192,684 for the three months ended June 30, 2026. This increase was largely driven by a loss of $917,780 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and warrants related to the March private placement financing, compared to a loss of $216,150 in the three months ended June 30, 2025. Other expense for the quarter also included a $549,915 non-cash write-off of deferred offering costs associated with a registration statement the Company withdrew in June 2026, and interest expense of $153,597 primarily related to the Company’s short-term notes.
Current report
Net Sales
Current report
Net sales increased by $206,340 for the six months ended June 30, 2026, to $210,340, compared to $4,000 for the six months ended June 30, 2025. The increase was primarily attributable to government grant revenue recognized during the period.
Current report
Other Income (Expense)
Current report
For the six months ended June 30, 2026, net cash provided by financing activities was $31,633,363. This consisted primarily of net proceeds of approximately $32.2 million from the 2026 Private Placement, after deducting the placement agent fee and offering expenses paid and partially offset by the repayments of short-term notes of $696,732.
Current report
Since Solidion’s inception, the Company has experienced recurring net losses and has generated minimal sales. These conditions, together with the Company’s limited cash resources in prior periods and its default under an outstanding promissory note, previously raised substantial doubt about the Company’s ability to continue as a going concern, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
Current report
In June 2026, we completed a private placement of 750,000 shares of common stock and pre-funded warrants to purchase 1,583,000 shares of common stock, for aggregate gross proceeds of approximately $35.0 million (approximately $32.2 million net of placement agent fees and offering expenses).
Current report
As of June 30, 2026, we had cash and cash equivalents of $27,677,315. Management has evaluated our projected operating requirements — including our obligations under the promissory note currently in default and — against our existing cash and cash equivalents, and has concluded that we have sufficient liquidity to fund our operations and satisfy our obligations as they become due for at least one year following the date the financial statements included in this Quarterly Report are issued. Accordingly, the conditions that previously raised substantial doubt about our ability to continue as a going concern have been alleviated. See Note 1 to the condensed consolidated financial statements.
Current report
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which clarifies the applicability of the interim reporting guidance, improves the organization and navigability of the interim disclosure requirements, and introduces a disclosure principle requiring entities to disclose events occurring after the most recent annual reporting period that have a material effect on the entity. The ASU is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively or retrospectively to any or all prior interim periods presented. The Company is currently evaluating the effect this standard may have on its condensed consolidated financial statements and related disclosures.
Removed paragraphs (6)
Previous report
On November 14, 2024, we adopted a strategic Bitcoin allocation policy for our Corporate Treasury. As part of this strategy, Solidion is committed to leveraging Bitcoin as a long-term store of value. The Company will allocate excess cash from operations toward Bitcoin purchases, subject to board approval. Additionally, interest earnings from cash held in money market accounts will be converted into Bitcoin. The Company also plans to allocate a portion of future capital raises to Bitcoin acquisitions, demonstrating a sustained commitment to integrating Bitcoin into its financial strategy.
Previous report
For fiscal years 2025 and 2024, the Company did not identify excess cash from operations available for Bitcoin purchases. Additionally, the Company generated interest income of $19,094 and $13,806 during fiscal year 2025 and 2024, respectively. These amounts have been designated for Bitcoin purchases in fiscal year 2026 as part of the ongoing treasury strategy. The Company did not conduct any capital raise activities between the date of its announcement and the end of the reporting period and, as a result, did not allocate any proceeds toward Bitcoin purchases. Looking ahead, during fiscal year 2026, Solidion may consider capital raises that will include allocation of a portion of proceeds to Bitcoin acquisitions.
Previous report
Operating Expenses
Previous report
Operating Expenses
Previous report
For the three months ended March 31, 2026, the Company did not generate cash from financing activities.
Previous report
Since Solidion’s inception, the Company has experienced recurring net losses and has generated minimal sales. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s ability to fund our operations and capital expenditures depends on our ability to raise additional external capital. This is subject to our future operating performance and general economic, financial, competitive, legislative, regulatory, and other conditions, some of which are beyond our control. We are currently engaged in discussions with various financing counterparties to secure sufficient capital to meet our business needs for the foreseeable future. The Company plans to finance its operations with proceeds from the sale of equity securities, government grants and loans, or debt; however, there is no assurance that management’s plans to obtain additional debt, grants or equity financing will be successfully implemented or implemented on terms favorable to the Company.
Reworded paragraphs (12)
Previous wording
On December 8, 2025, the Company entered into an agreement with Anson Investments Master Fund LP (“Anson”), pursuant to which it issued 240,400 shares of common stock to Anson in exchange for the termination of all warrants and other obligations of the Company under the Securities Purchase Agreement, dated as of August 30, 2024. Further, Anson agreed to limit sales of common stock to no more than 10% of the daily trading volume on the Nasdaq Stock Market of all of the Company’s common stock. On February 5, 2026, the Company issued the 240,400 shares of its common stock to Anson pursuant to this agreement. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to the issuance. See Note 14 – Subsequent Events for additional information.
Current wording
On December 8, 2025, the Company entered into an agreement with Anson Investments Master Fund LP (“Anson”), pursuant to which it issued 240,400 shares of common stock to Anson in exchange for the termination of all warrants and other obligations of the Company under the Securities Purchase Agreement, dated as of August 30, 2024. Further, Anson agreed to limit sales of common stock to no more than 10% of the daily trading volume on the Nasdaq Stock Market of all of the Company’s common stock. On February 5, 2026, the Company issued the 240,400 shares of its common stock to Anson pursuant to this agreement. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to the issuance.
Previous wording
As a result of Ms. Ekberg Tsai’s resignation, the Company’s Audit Committee is composed of two members. On September 8, 2025, the Company notified The Nasdaq Stock Market, LLC of its non-compliance with Nasdaq Rule 5605(c)(2)(A), which requires that the Audit Committee be composed of three directors. Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company has a cure period to regain compliance by appointing a new independent director to the Audit Committee. The cure period extends until the earlier of the Company’s next annual shareholders’ meeting or September 3, 2026; provided, however, that if the annual shareholders’ meeting occurs no later than March 2, 2026, the Company has until March 2, 2026, to regain compliance. The Company intends to appoint a new independent director to the Audit Committee as soon as practicable within the cure period.
Current wording
As a result of Ms. Ekberg Tsai’s resignation, the Company’s Audit Committee is composed of two members. On September 8, 2025, the Company notified The Nasdaq Stock Market, LLC of its non-compliance with Nasdaq Rule 5605(c)(2)(A), which requires that the Audit Committee be composed of three directors. Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company has a cure period to regain compliance by appointing a new independent director to the Audit Committee, which extends until the earlier of the Company’s next annual meeting of shareholders or September 3, 2026.
Previous wording
On March 24, 2026, the company announced an annual meeting scheduled for June 11, 2026. As a result, the Company’s cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) extends until the date of the annual meeting. The Company is actively evaluating potential candidates to fill the vacancy on its Audit Committee and intends to regain compliance within the applicable cure period.
Current wording
On March 24, 2026, the Company announced an annual meeting of shareholders scheduled for June 11, 2026. On June 29, 2026, the Company announced that the annual meeting has been rescheduled for September 15, 2026. Because the rescheduled annual meeting will occur after September 3, 2026, the Company’s cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) expires on September 3, 2026. The Company is actively evaluating potential candidates to fill the vacancy on its Audit Committee and intends to appoint a new independent director to the Audit Committee on or before that date.
Previous wording
Operating expenses decreased by $1,274,646 for the three months ended March 31, 2026. This decrease was primarily driven by lower general and administrative costs, including reduced personnel and professional services expenses. Additionally, there were decreased research and development costs, including personnel expenses associated with the commercialization of our battery cell products and third-party validation testing of our proprietary silicon anode.
Current wording
Operating expenses decreased by $296,546 for the three months ended June 30, 2026. This decrease was primarily driven by lower general and administrative costs, including reduced personnel and professional services expenses. Additionally, there were decreased research and development costs, including personnel expenses associated with the commercialization of our battery cell products and third-party validation testing of our proprietary silicon anode.
Previous wording
Other income decreased by $11,983,674 for the three months ended March 31, 2026. This increase was largely driven by a gain of $561,350 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and warrants related to the March private placement financing, compared to a gain of $12,417,450 in the three months ended March 31, 2025. Additionally, there was interest expense of $147,233 primarily related to the Company’s short-term notes.
Current wording
Other expense increased by $13,176,358 for the six months ended June 30, 2026. This increase was largely driven by a loss of $356,430 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, compared to a gain of $12,201,300 in the six months ended June 30, 2025. Additionally, there was interest expense of $300,830 primarily related to the Company’s short-term notes.
Previous wording
For the three months ended March 31, 2026, cash used in operating activities was $141,863. This primarily resulted from net loss of $1,430,668, which included non-cash gain of $561,350 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and March 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 and amortization of debt discount, totaling $186,186. Additionally, changes in operating assets and liabilities used $1,399,991 of cash from operating activities, driven primarily by a $2,043,286 increase in accounts payable and accrued expenses. The increase in accounts payable and accrued expenses was mainly due to higher accrued expenses linked to capital raising.
Current wording
For the six months ended June 30, 2026, cash used in operating activities was $4,115,341. This primarily resulted from net loss of $4,317,424, which included non-cash loss of $356,430 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement and March Private Placement warrants. These non-cash losses were added back to reconcile net income to net cash used in operating activities, as part of non-cash adjustments that also included depreciation and amortization, stock-based compensation amortization of debt discount and accrued interest related to short-term notes payable – related party, totaling $1,126,636. Additionally, changes in operating assets and liabilities used $911,680 of cash from operating activities, driven primarily by a $847,995 decrease in accounts payable and accrued expenses.
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 $7,080,771, which included non-cash gain of $12,201,300 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 $10,901,440. 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 arrangement associated with the directors and officers insurance policy.
Previous wording
For the three months ended March 31, 2026, the Company used cash of $23,975 in investing activities consisting of capitalized patent costs.
Current wording
For the six months ended June 30, 2026, the Company used cash of $45,432 in investing activities consisting of 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, 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 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
Going Concern Considerations, Liquidity and Capital Resources
Current wording
Liquidity and Capital Resources
Previous wording
As of March 31, 2026, we had an accumulated deficit of $164,803,207. Additionally, $1,114,594 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, 2026, we incurred losses from operations totaling $1,774,293 and net cash used in operating activities of $141,863. We expect to continue to incur such losses for at least the next twelve (12) months.
Current wording
During the six months ended June 30, 2026, we incurred losses from operations totaling $4,317,424 and net cash used in operating activities of $4,115,341. As of June 30, 2026, we had an accumulated deficit of $167,689,963. We expect to continue to incur such losses for at least the next twelve months, and we expect our expenditures to increase as we advance our development and commercialization activities. Our longer-term capital requirements will depend on many factors, including the pace of our technology development, the buildout of manufacturing capabilities, and our ability to generate revenue. We may seek to raise additional capital through the sale of equity securities, government grants, or debt financing; however, there is no assurance that additional financing will be available on terms favorable to us, or at all.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Summary of Statements of Operations for the Six Months Ended June 30, 2026 and 2025
Current report — wording carried from elsewhere
Operating expenses decreased by $1,571,192 for the six months ended June 30, 2026. This decrease was primarily driven by lower general and administrative costs, including reduced personnel and professional services expenses. Additionally, there were decreased research and development costs, including personnel expenses associated with the commercialization of our battery cell products and third-party validation testing of our proprietary silicon anode.