Solidion Technology Inc-A 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 SOLIDION TECHNOLOGY, INC.(Exact name of registrant as specified in its charter) Delaware87-1993879(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification Number) (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(972) 918-5120 Not applicable(Former name or former address, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted andpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Securities registered pursuant to Section12(b) of the Act: Title of each classTrading SymbolName of each exchange on whichregisteredCommon Stock, par value $0.0001 per shareSTIThe Nasdaq Stock Market LLC As of May 19, 2026, there were 7,745,683 shares of common stock of the Company issued and outstanding. SOLIDION TECHNOLOGY, INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026 Part I - FINANCIAL INFORMATION1Item 1.Unaudited Condensed Consolidated Financial Statements1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3.Quantitative and Qualitative Disclosures about Market Risk36Item 4.Controls and Procedures36Part II - OTHER INFORMATION37Item 1.Legal Proceedings37Item 1A.Risk Factors37Item 2.Unregistered Sales of Equity Securities and Use of Proceeds37Item 3.Defaults Upon Senior Securities37Item 4.Mine Safety Disclosures37Item 5.Other Information37Item 6.Exhibits38SIGNATURES39 EXPLANATORY NOTE On February 2, 2024 (the “Closing Date”), Nubia Brand International Corp., a Delaware corporation (“Nubia” and after theTransactions described herein, the “Combined Company” or “Solidion Technology, Inc.”), consummated the previously announcedbusiness combination (the “Closing”) pursuant to a Merger Agreement (as amended on August 25, 2023, the “Merger Agreement”), byand among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation andwholly-owned subsidiary of Nubia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the“Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as awholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing. Unless the context otherwise requires, the “registrant” and the “Company” refer to Nubia prior to the Closing and to the CombinedCompany and its subsidiaries following the Closing and “HBC” and “Honeycomb” refers toHoneycomb Battery Companyand itssubsidiaries prior to the Closing and the business of the Combined Company and its subsidiaries following the Closing. The Company’s common stock, par value $0.0001 per share (the “Common Stock”), is now listed on The Nasdaq Stock Market LLC(“NASDAQ Global”) under the symbol “STI”. The Company’s Public Warrants to purchase Common Stock at an exercise price of$575.00 per share, previously listed under ticker “NUBIW”, were delisted from the Nasdaq and pending listing on The OTC Marketsunder the symbol “STIWW”. Until the Merger, Nubia neither engaged in any operations nor generated any revenue, and based on itsbusiness activities, Nubia was a “shell company” as defined under the Securities Exchange Act of 1934, as