8-K
Solidion Technology Inc. (STI)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2024
SOLIDION TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41323 | 87-1993879 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
13355 Noel Road, Suite 1100
Dallas, TX 75240
(Address of principal executive offices, including zip code)
(972) 918-5120
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| Common Stock, par value $0.0001 per share | STI | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and FinancialCondition
On August 13, 2024, Solidion Technology, Inc. (the “Company”) announced its second quarter 2024 financial results. Attached as Exhibit 99.1 is a copy of the press release.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 are “furnished” and shall not be deemed to be “`filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2024, James Vance notified the Board of Directors (the “Board”) of the Company of his resignation as a member of the Board, effective as of such date. Mr. Vance’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated August 13, 2024 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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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: August 15, 2024 | |
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| SOLIDION TECHNOLOGY, INC. | |
| By: | /s/ Jaymes Winters |
| Name: | Jaymes Winters |
| Title: | Chief Executive Officer |
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Exhibit 99.1
| Contact:<br><br> <br>For Investors: ir@solidiontech.com<br><br> <br>For Media: press@solidiontech.com<br><br> <br>www.solidiontech.com |
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Solidion TechnologyReports Results for Q2 2024
| ● | Net Income of approximately $22 Million and EPS of $0.23 primarily due to change in value of derivativeliabilities |
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| ● | $2.9 million loss from continuing operations |
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Dallas, TX (August 13th, 2024) — Solidion Technology Inc. (“Solidion” or the “Company”) (Nasdaq: STI), an advanced battery technology solutions provider, today announced it has released financial and operating results for the second quarter of 2024. The unaudited condensed consolidated financial statements of Solidion and additional information, including updated pro forma information, can be found in Solidion’s Form 10-Q, filed with the Securities and Exchange Commission on August 13th, 2024 (the “Form 10Q”). This earnings release should be read together with the information contained in the Form 10-Q.
Select 2nd Quarter Highlights
| ● | Net Income of $22,018,416, with EPS of $0.23, including $24,966,700 due to the change in the fair value<br>of derivative liabilities. |
|---|---|
| ● | $2.9 million loss from continuing operations. |
| --- | --- |
| ● | “The company continues to make significant strides towards commercialization while keeping an open<br>eye out for distressed assets within our sector,” said Jaymes Winters, CEO of Solidion Technology. “We continue to focus on<br>cost reduction where necessary”. |
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| ● | As previously announced, the company has achieved significant technological milestones related to the<br>commercialization of graphite and silicon anode battery materials technologies. |
| --- | --- |
| ● | As previously disclosed, the company has been added to the broad-market Russell 3000 ® Index, effective June 28th, 2024. |
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About Solidion
Solidion’s core business includes manufacturing of battery materials and components, as well as development and production of next-generation batteries for energy storage systems and electric vehicles for ground, air, and sea transportation. Solidion offers two lines of battery products: (i) advanced anode materials (ready for production expansion); and (ii) three classes of solid-state batteries, including Silicon-rich all-solid-state lithium-ion cells (Gen 1), anode less lithium metal cells (Gen 2), and lithium-sulfur cells (Gen 3), all featuring an advanced polymer- or polymer/inorganic composite-based solid electrolyte that is process-friendly. Solidion’s solid-state batteries can be manufactured at scale using current lithium-ion cell production facilities; this feature enables fastest time-to-market of safe solid-state batteries. Solidion batteries are designed to deliver significantly extended EV range, improved battery safety, lower cost per KWh, fastest time-to-market, and next-gen cathodes (potential to replace expensive nickel and cobalt with sulfur (S) and other more abundant elements). The company is headquartered in Dallas, Texas, and has pilot production facilities in Dayton, Ohio.
For additional information about, please visit: https://www.solidiontech.com/
Forward-Looking Statements[SH1]
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Solidion Technology Inc., (Nasdaq: STI) (the “Company,” "Solidion,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "forecasts" "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include (i) the lack of a third party valuation in determining to pursue the business combination, (ii) the effect of the announcement or closing of the business combination on Solidion’s business relationships, operating results and business generally, (iii) risks that the business combination disrupts current plans and operations of Solidion and potential difficulties in Solidion employee retention as a result of the transaction, (iv) the outcome of any legal proceedings that may be instituted against Honeycomb Battery Company or against Nubia Brand International Corp. (“Nubia”) related to the transaction, (v) the ability to maintain the listing of Solidion’s securities on a national securities exchange, (vi) volatility of the price of Solidion’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Solidion operates, variations in operating performance across competitors, changes in laws and regulations affecting Solidion’s business and changes in the combined capital structure, (vi) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities, and (vii) the risk of downturns and a changing regulatory landscape in the highly competitive EV battery industry, and the Risk Factors contained within our filings with the SEC, including Solidion’s Annual Report on Form 10-K filed with the SEC on April 12, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.