Solidion Technology Inc-A美股招股说明书(2025-12-15版)

Up to 7,076,660 Shares of Common Stock(Including up to 231,600 Shares of Common Stock Issuable Upon Exercise of Warrants) This prospectus relates to the possible resale from time to time by the selling securityholders named herein ofup to 7,076,660 shares of common stock, $0.0001 par value per share (the “Common Stock”), which consistsof: •(i) 484,789 shares of Common Stock issued pursuant to that certain Securities Purchase Agreement,dated August30,2024,by and between us and the selling securityholders(the“PurchaseAgreement”),•(ii)3,447,957 shares of Common Stock issued pursuant to that certain Amendment to the SecuritiesPurchase Agreement, dated as of October 21, 2025, by and between us, Bayside Project LLC andMadison Bond LLC (the “Purchase Agreement Amendment”);•(iii) 119,234 shares of Common Stock issuable upon the conversion of certain promissory notesissued by us on September 29, 2023, October 12, 2023, November 16, 2023, January 30, 2024,January 31, 2024, February 1, 2024 and February 2, 2024 (the “Convertible Notes,” and suchshares, the “Convertible Note Shares”);•(iv) 1,361,000 shares of Common Stock issued to Global Graphene Group, Inc. pursuant to theMerger Agreement, dated February 2, 2024 (the “Merger Agreement”), by and among Nubia BrandInternationalCorp. (“Nubia”), Honeycomb Battery Company, Nubia Merger Sub, Inc.;•(v) 75,000 shares of Common Stock issuable to Arbor Lake Capital, Inc. with 35,000 shares issuedpursuantto the Merger Agreement and 40,000 issued pursuant to the amended StrategicCooperation Consulting Agreement, dated September 11, 2024, by and between the Company andArbor Lake Capital, Inc.;•(vi) 10,000 shares of Common Stock issuable to Arbor Lake Capital LLC pursuant to the ConsultingAgreement, dated January 31, 2024, by and between the Company and Arbor Lake Capital LLC;•(vii) 61,750 shares of Common Stock originally issued to Mach FM Acquisitions LLC (the“Sponsor”) and its affiliates in connection with the initial public offering of Nubia;•(viii) 247,860 shares of Common Stock issued to Meteora Capital Partners, LP, Meteora SelectTrading Opportunities Master, LP, and Meteora Strategic Capital, LLC pursuant to that certainforward purchase agreement, dated December 13, 2023, as amended on August 29, 2024;•(ix) 2,470 shares of Common Stock issued to affiliates of EF Hutton LLC in connection with theinitial public offering of Nubia;•(x) 120,000 shares of Common Stock issued in consideration of prior board service from the closingof the Company’s business combination on February 2, 2024 until one year thereafter, consisting of40,000 shares issued to each of our non-executive directors, John Davis and Karin-Joyce Tjon, andour former non-executive director Cynthia Ekberg Tsai;•(xi) 120,000 shares of Common Stock issued in consideration of prior service to the Company fromthe closing of the Company’s business combination on February 2, 2024 until one year thereafter,consisting of shares issued to certain of our non-executive employees;•(xii) 450,000 shares of Common Stock issued to G3 pursuant to an “earn-out” provision in theMerger Agreement following the approval by the board of directors of the Company to deem theearn-out conditions satisfied;•(xiii) 345,000 shares of Common Stock issued pursuant to the Lead Investor Agreement, dated as ofOctober 22, 2025 (the “Investor Agreement”), between the Company and Great Point Capital, LLC; Table of Contents •(xiv) up to an aggregate of 108,100 shares of Common Stock issuable upon the exercise of 108,100private warrants (the “Private Warrants”) originally issued in a private placement in connection withNubia’s initial public offering; and•(xv) up to 123,500 shares of Common Stock issuable upon the exercise of 123,500 warrants (the“Public Warrants”) originally issued in the initial public offering of Nubia. We will not receive any cash proceeds from any sale of the shares of our Common Stock by the sellingsecurityholders. We will, however, receive the net proceeds of any Warrants exercised for cash. We are registering the securities for resale pursuant to the selling securityholders’ registration rights undercertain agreements between us and the selling securityholders. We are registering the resale of shares of ourCommon Stock to permit the selling securityholders to sell such shares without restriction in the open market.However, the registration of the potential resale shares of our Common Stock hereunder does not necessarilymean that the selling securityholders will sell the shares. The selling securityholders or their permittedtransferees or other successors-in-interest may, but are not required to, sell the shares of our Common Stockoffered by this prospectus from time to time in a number of different ways and at varying prices as determinedby the prevailing market price for shares or in negotiated transactions. See “Plan of Distribution” on page 35 fora description of how the selling securityholders may dispose of the shares c