STI 8-K
Solidion Technology Inc. (STI)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 2.02. Results of Operations and Financial Condition.
On February 12, 2026, Solidion Technology, Inc. (the “Company”) filed a Registration Statement on Form S-1 (the “S-1”), relating to a public offering (the “Offering”) of up to 2,000,000 shares of the the Company’s common stock and, in lieu of shares, pre-funded warrants to purchase up to 2,000,000 shares of the Company’s common stock. The S-1 contains select preliminary unaudited estimated financial results for the fiscal year ended December 31, 2025, as set forth below.
The Company is providing ranges for these preliminary results because its financial closing procedures for the year ended December 31, 2025 are not yet complete. These estimates are based solely on information available to management as of the date of this Current Report on Form 8-K and remain subject to change as the Company completes its normal year-end accounting and audit processes. Accordingly, the preliminary financial information should not be viewed as final or as a substitute for the Company’s audited financial statements.
The preliminary financial information included herein has been prepared by, and is the responsibility of, the Company’s management. The Company’s independent registered public accounting firm, CBIZ CPAs P.C. (“CBIZ”), has not audited, reviewed, compiled, or performed any procedures with respect to such information. Accordingly, CBIZ does not express an opinion or any form of assurance regarding these preliminary estimates.
Preliminary Estimated Results of Operations
The following table sets forth the Company’s preliminary estimated results of operations:
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||||||
| Low (estimated) | High (estimated) | Actual | ||||||||||
| Net sales | $ | — | $ | 13,350 | $ | — | ||||||
| Net loss | (30,000,000 | ) | (38,000,000 | ) | (25,929,003 | ) | ||||||
The Company expects net sales for the year ended December 31, 2025 to remain at zero or increase modestly by up to $13,350 as compared to the year ended December 31, 2024, primarily due to the fact that the Company is an early-stage company.
The Company expects that its net loss for the year ended December 31, 2025 will increase between $4.1 million and $12.1 million as compared to the net loss reported for the year ended December 31, 2024, primarily due to non-cash losses due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC, and the Series A, Series B, Series C, and Series D warrants issued in connection with the March and August 2024 Private Placement financings.
Preliminary Estimated Financial Condition
The following table sets forth the Company’s preliminary estimated financial condition:
| As of December 31, 2025 | As of December 31, 2024 | |||||||||||
| Low (estimated) | High (estimated) | Actual | ||||||||||
| Cash and cash equivalents | $ | 200,000 | $ | 250,000 | $ | 3,353,732 | ||||||
| Total debt, including current portion | 2,900,000 | 2,950,000 | 1,917,962 | |||||||||
The Company expects cash and cash equivalents as of December 31, 2025 to decrease compared to December 31, 2024, primarily due to increased spending on research and development, including personnel costs, third-party validation testing, and prototype and process scale-up activities, as well as increased business development and general and administrative costs.
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Total debt (including the current portion) is expected to increase, primarily due to the execution of an unsecured promissory note with Great Point Capital, LLC on October 29, 2025.
Forward-Looking Statements
The preliminary estimates included in this Current Report contain forward-looking statements and are subject to risks and uncertainties. These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties. Actual results remain subject to completion of management’s final review, year-end closing procedures, and audit processes, and may differ materially from the estimates provided. These preliminary estimates are not a comprehensive statement of the Company’s results of operations or financial condition for the periods presented and should not be relied upon as such. The Company’s audited financial statements for the year ended December 31, 2025 will be filed with the SEC upon completion of the Company’s year-end audit and reporting processes.
The information in this Item 2.02 is being furnished, not filed, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 12, 2026 | ||
| SOLIDION TECHNOLOGY, INC. | ||
| By: | /s/ Jaymes Winters | |
| Name: | Jaymes Winters | |
| Title: | Chief Executive Officer | |
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