Solidion Technology Inc-A美股招股说明书(2026-06-23版)

Up to 8,629,516 Shares of Common Stock(including up to 1,583,000 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrantsand 348,250 Shares of Common Stock Issuable Upon Exercise of Warrants that are Not Pre-FundedWarrants) This prospectus relates to the possible resale from time to time by the selling securityholders named herein ofup to 8,629,516 shares of common stock, $0.0001 par value per share (the “Common Stock”), which consistsof: •(i) 3,447,957 shares of Common Stock issued pursuant to that certain Amendment to the 2024Purchase Agreement, dated as of October 21, 2025, by and between us, Bayside Project LLC andMadison Bond LLC (the “2024 Purchase Agreement Amendment”);•(ii) 110,134 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”);•(iii) 1,119,695 shares of Common Stock issued to Global Graphene Group, Inc. pursuant to theMerger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “MergerAgreement”), by and among Nubia Brand International Corp. (“Nubia”), Honeycomb BatteryCompany, Nubia Merger Sub, Inc.;•(iv) 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 StrategicCooperationConsulting Agreement,dated September 11,2024(the“Strategic CooperationConsulting Agreement”), by and between the Company and Arbor Lake Capital, Inc.;•(v) 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 (the“2024 Consulting Agreement”);•(vi) 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;•(vii) 190,860 shares of Common Stock issued to Meteora Capital Partners, LP, Meteora SelectTrading Opportunities Master, LP, and Meteora Strategic Capital, LLC pursuant to the ForwardPurchase Agreement, dated December 13, 2023, as amended on August 29, 2024 (the “ForwardPurchase Agreement”);•(viii) 2,470 shares of Common Stock issued to affiliates of EF Hutton LLC in connection with theinitial public offering of Nubia;•(ix) 120,000 shares of Common Stock issued in consideration of prior board service from theclosing of the Company’s business combination on February 2, 2024 until one year thereafter,consisting of 40,000 shares issued to each of our non-executive directors, John Davis and Karin-Joyce Tjon, and our former non-executive director Cynthia Ekberg Tsai;•(x) 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;•(xi) 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 (the “Board”)to deem the earn-out conditions satisfied; Table of Contents •(xii) 240,400 shares of Common Stock issued to Anson Investments Master Fund LP (“Anson”)pursuant to an agreement between the Company and Anson entered into on December 8, 2025 (the“Anson Agreement”).•(xiii)750,000 shares of Common Stock issued pursuant to that certain securities purchaseagreement, dated June 7, 2026 (the “2026 Purchase Agreement”), by and between the Company andAlyeska Master Fund, L.P. (the “2026 Investor”);•(xiv) up to 1,583,000 shares of Common Stock issuable upon the exercise of pre-funded warrantsissued to the 2026 Investor (the “Pre-Funded Warrants”) pursuant to the 2026 Purchase Agreement;•(xv) up to 116,650 shares of Common Stock issuable upon the exercise of warrants issued to TitanPartners Group LLC, a division of American Capital Partners, LLC, as placement agent (the“Placement Agent”), in connection with the 2026 Private Placement (as defined below) (the“Placement Agent Warrants”) at an exercise price of $17.25 per share;•(xvi) 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•(xvii) up to 123,500 shares of Common Stock issuable upon the exercise of 123,500 warrants (the“Public Warrants” and, together with the Pre-Funded Warrants, the Placement Agent Warrants andthe Private Warrants, the “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