UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 Or

 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)

 Delaware

 87-1993879

 (State or Other Jurisdiction of

 (I.R.S. Employer

 Incorporation or Organization)

 Identification No.)

 13355 Noel Rd, Suite 1100

 Dallas, TX 75240

 (Address of principal executive offices)

 (972) 918-5120

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12
(b) of the Act: None

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share

 STI

 The Nasdaq Stock Market LLC

 Securities registered pursuant to section 12
(g) of the Act:

 None.

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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

the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes No

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of "large accelerated filer," "accelerated filer", "smaller reporting company" or an "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 for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

 Indicate by checkmark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 At June 30, 2024, the last business day of the
registrant's most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held
by non-affiliates of the registrant was $ 9,339,999.

 As of April 1, 2025, there were 135,845,569 shares
of common stock of the Company issued and outstanding.

 EXPLANATORY NOTE

 Solidion Technology, Inc. (herein referred to
as "we," "us," "our," or the "Company) is filing this Amendment No. 1 on Form 10-K/A (this "Amendment
No. 1") to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Original Filing"),
filed with the U.S. Securities and Exchange Commission ("SEC") on April 16, 2025 (the "Original Filing Date"),
to include the information required by Items 10 through 13 of Part III of Form 10-K. This information was previously omitted from the
Original Filing in reliance on General Instruction G(3) to Form 10-K.

 Pursuant to Rule 12b-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), this Amendment No. 1 also contains new certifications by our principal executive
officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.

 Except as expressly noted in this Amendment No.
1, this Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date or modify or otherwise update
any other disclosures contained in the Original Filing, including, without limitation, the financial statements. Accordingly, this Amendment
No. 1 should be read in conjunction with the Original Filing.

 FORWARD-LOOKING STATEMENTS

 This Amendment No.
1, contains " forward-looking statements " that involve risks and uncertainties, as well as assumptions that,
if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied
by such forward-looking statements. The forward-looking statements are contained principally in Item 1 -" Business, "
 Item 1A -" Risk Factors " and Item 7 -" Management ' s Discussion and Analysis of Financial
Condition and Results of Operations " in the Original Filing, but appear throughout the Original Filing and this Amendment
No. 1. Examples of forward-looking statements include, but are not limited to our expectations, beliefs or intentions regarding our potential
product offerings, business, financial condition, results of operations, strategies or prospects and other matters that do not relate
strictly to historical facts or statements of assumptions underlying any of the foregoing. These statements are often identified by the
use of words such as " anticipate, " " believe, " " continue, " " could, "
" estimate, " " expect, " " intend, " " may, " " ongoing, "
" opportunity, " " plan, " " potential, " " predicts, " " seek, "
" should, " " will, " or " would, " and similar expressions and variations
or negatives of these words. These forward-looking statements are based on the expectations, estimates, projections, beliefs and assumptions
of our management based on information currently available to management, all of which are subject to change. Such forward-looking statements
are subject to risks, uncertainties and other factors that are difficult to predict and could cause our actual results and the timing
of certain events to differ materially and adversely from future results expressed or implied by such forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited to, those identified in Item 1A - " Risk Factors "
 of the Original Filing. Furthermore, such forward-looking statements speak only as of the date of the Original Filing. We undertake
no obligation to update or revise publicly any forward-looking statements to reflect events or circumstances after the date of such statements
for any reason, except as otherwise required by law.

 SOLIDION TECHNOLOGY, INC.

 ANNUAL REPORT ON FORM 10-K

 FISCAL YEAR ENDED December
31, 2024

 TABLE
OF CONTENTS

 Page

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 15.

 Exhibits, Financial Statement Schedules

 Signatures

 i

 Item 10. Directors, Executive Officers and
Corporate Governance

 Information about our Executive Officers and
Directors

 The following table sets forth information concerning
our executive officers and directors, including their ages, as of February 6, 2025:

 Name

 Age

 Position

 Dr. Bor Jang

 Executive Chairman and Chief Science Officer

 Jaymes Winters

 Chief Executive Officer and Director

 Vlad Prantsevich

 Chief Financial Officer

 Dr. Songhai Chai

 Chief Technology Officer

 John Davis

 Cynthia Ekberg Tsai

 Karin-Joyce (KJ) Tjon

 Dr. Bor Jang – Executive
Chairman and Chief Science Officer

 Dr. Bor Jang serves as Executive Chairman of our
Board of Directors and Chief Science Officer. Dr. Jang co-founded HBC in 2015 and has since served as its
President. Dr. Jang co-founded AEC in 2012 and has since served as its President. AEC is engaged in the development and commercialization
of anode active materials for lithium-ion batteries. Dr. Jang co-founded Angstron Materials, Inc. ("AMI") in
2007 and has since served as its Chairman. AMI is engaged in the development and commercialization of graphene processes and application
technologies. Dr. Jang cofounded G3 in 2016 and has since served as its Chief Executive Officer and Chairman of the Board of Directors,
and G3 is the parent of several subsidiaries engaged in the development and commercialization of graphene and battery technologies, including
HBC, AEC and AMI. Dr. Jang received his Master's & Ph. D degrees in Materials Science from MIT. Dr. Jang
was the former Dean of the College of Engineering and Computer Science at Wright State University. He was a Fulbright Scholar and Visiting
Professor (and an Overseas Fellow of the Churchill College) with the University of Cambridge (1991 – 1992) in the UK. Dr. Jang
was elected as a member of the U.S. National Academy of Inventors (NAI) in 2019. Dr. Jang has more than 800 patents to his credit.
Most notably, Dr. Jang filed the world's first patent application on graphene in 2002. This patent was later recognized by Popular
Mechanics magazine as one of the "15 patents that changed the world."

 We believe Dr. Jang is qualified to serve
on Solidion Board because of his extensive executive experience with Honeycomb and his background in sciences and academia. Following
the closing of the business combination, Dr. Jang continues in his roles as Chief Executive Officer and Chairman of the Board of
Directors of G3. Dr. Jang will have a dual employment arrangement with Honeycomb and G3, with his time and attention split between
the entities approximately 70% and 30%, respectively, and the parties will ensure an overall coordinated approach between Dr. Jang,
Honeycomb and G3. In addition, 70% of his compensation and related costs at G3 will be reimbursed to G3 by Honeycomb under the Shared
Services Agreement.

 Jaymes Winters – Chief
Executive Officer and Director

 Jaymes Winters serves as our Chief Executive Officer
and Director. With over 15 years' experience as a Chief Executive Officer in the oil and gas, telecommunications
and retail spaces with extensive mergers and acquisitions M&A experience, has Mr. Winters been Chief Executive Officer at Mach
FM Corp. since its inception in 2015 and oversaw 600 MHz spectrum acquisition via an auction conducted by the Federal Communications Commission,
or FCC. He designed a Simultaneous Multiple Round (SMR) analysis using historical data from previous FCC auctions to predict the
total amount bid by other participants within 5%. Prior to that, he was founder and Chief Executive Officer of United Energy Inc., which
for seven consecutive years was one of the largest African American owned businesses on the West Coast with annual revenues of nearly
$100 million and 1,000 employees. Mr. Winters has directed and negotiated four M&A transactions utilizing private equity
firms. For over nine years, he was an adjunct professor in the School of Business at Portland State University teaching business
strategy, mergers and acquisitions, venture capital and is the author of a college textbook titled "Chronicles of an Urban CEO"
(Kendall Hunt Publishing Company, August 2021). Mr. Winters holds a B.S. Business Administration with a minor in Economics
from Oregon State University.

 We believe Mr. Winters is qualified to serve
on Solidion Board because of his extensive executive experience with Nubia and as a Chief Executive Officer in the oil and gas, telecommunications
and retail spaces with extensive mergers and acquisitions experience.

 Vlad Prantsevich – Chief
Financial Officer

 Vlad Prantsevich serves as our Chief Financial
Officer. Mr. Prantsevich joined Mach FM Corp. in 2015 and serves as the EVP of Operations. Mr. Prantsevich leads key corporate
strategy, finance and operations planning responsibilities, as well as M&A initiatives that include identifying acquisition candidates,
financial modeling, transaction structuring, and proprietary valuation models. Additionally, Mr. Prantsevich has more than 6 years
of executive management level experience in charge of Corporate Finance at 64 Audio, a global pro audio and consumer electronics brand,
where he helped lead the business through a period of rapid growth, implementing key processes, driving software-based improvements
of operations, and development of manufacturing and sales channel partners. Mr. Prantsevich holds a B.S. in Business Administration
from Portland State University

 Dr. Songhai Chai – Chief
Technology Officer

 Dr. Songhai Chai serves as our Chief Technology
Officer. Since September 2021, Dr. Chai has served as the Deputy Chief Technology Officer of G3, where he leads a group of scientists
and engineers to develop high-capacity silicon anode and renewable biochar anode materials, provides scientific and technical guidance
to research and development activities, supervises the pilot-scale production of silicon-anode materials and oversees a group
of battery engineers and technicians to improve electrode formulation and preparation. From 2015 through September 2021, Dr. Chai
served as Senior Battery Scientist of G3, where he developed a variety of novel energy-storage materials for different applications,
such as lithium-ion batteries, electrochemical and hybrid capacitors. From 2010 to 2015, Dr. Chai was a Research Associate,
working on carbon and energy storage materials, at Oak Ridge National Lab. Dr. Chai has co-authored seven issued U.S. patents,
one book chapter, and 45 peer-reviewed research articles and has published in 30 internationally renowned scientific journals, including
Nature Communications and the Journal of the American Chemical Society. Dr. Chai received a Ph. D in Chemistry from Tsinghua University
and completed his post-doctoral training at the University of California at Berkeley.

 Following the closing of the business combination,
Dr. Chai left his role at G3 and expects to enter into a formal employment arrangement with Solidion.

 Non-Executive Directors

 John Davis –

 John Davis serves as
our director. Since 2022, Mr. Davis has served as President of BTECH, Inc., a battery monitoring technology company. Prior to that
role, from 2021 to 2022, Mr. Davis served as Chief Operating Officer of Primet Precision Materials, a nanoscission technology company
producing lithium battery cathode. Prior to that role, from 2019 to 2020, Mr. Davis served as Chief Operating Officer of G3, which
is the parent of HBC and the holder of approximately 97.5% of the issued and outstanding shares of HBC common stock prior to the Effective
Time. Prior to that role, from 2015 to 2018, Mr. Davis served as Senior Vice President of Operations for BrightVolt, a solid state
lithium battery technology company. Mr. Davis received a B.S. in Chemical Engineering and M.B.A. from the Illinois Institute of Technology.

 We believe Mr. Davis
is qualified to serve on Solidion Board because of his extensive experience performing at the executive level of companies that included
international business profit and loss and operations responsibilities, including in the energy storage industry with a heavy focus on
lithium batteries.

 Cynthia Ekberg
Tsai – Director

 Cynthia Ekberg Tsai serves
as our director. Since 2016, Ms. Ekberg Tsai has served as the CEO of Tana Systems, a global software and IT company based in the U.S. and
India. Since 1995, she has also served as the CEO of Healthquest, a global biotechnology and medical technologies advisory firm, where
she specializes in providing strategic introductions and advice to rising executives. She has also served as a Director, Chairperson of
the Audit Committee and member of the Compensation Committee of Ethan Allen Interiors Inc. (NYSE, "ETD") since 2021. Ms. Ekberg
Tsai spent 16 years on Wall Street as a Vice President with Merrill Lynch and Kidder Peabody. She is the former Founder and CEO of
HealthExpo, the largest consumer healthcare event in the U.S., where she grew the enterprise from concept to execution, attracting more
than 50 million consumers to HealthExpo. Previously, Ms. Ekberg Tsai was a General Partner in MassTech Ventures, a multi-million-dollar equity
fund focused on technology development at MIT. Ms. Ekberg Tsai currently serves on the Board of Selectors for the Jefferson Foundation
Awards and is on the board of the Prix Galien Foundation. In 1999, the Harvard Business School Alumni Chapter in New York recognized
Ms. Ekberg Tsai with an Early-Stage Honor Roll Award for Entrepreneurship. In 2004, she also received a "Leading Woman
Entrepreneur of the World" Award from the Star Foundation in Overland Park, Kansas. Ms. Ekberg Tsai received a B.A. in Psychology
from the University of Missouri.

 We believe Ms. Ekberg
Tsai is qualified to serve on Solidion Board because of her strategic financial thinking and unique hands-on experience in investment
banking and brand building.

 Karin-Joyce (KJ) Tjon –

 Karin-Joyce (KJ) Tjon serves as our director.
Ms. Tjon has served as a director of Nubia since the closing of its IPO. Ms. Tjon is also a Director at Volcon, Inc. (NASDAQ, "VLCN")
and Kaleyra, Inc. (NYSE, "KLR"). Ms. Tjon served as Chief Financial Officer of Alorica Inc. from July 2018 to May 2020.
From February 2017 to August 2017, she served as President and Chief Operating Officer of Scientific Games, Inc. Ms. Tjon has
more than 6 years of executive management level experience as a Chief Executive Officer for publicly listed companies and large privately
held companies. Ms. Tjon has served as Chief Financial Officer and Executive Vice President for Epiq Systems (NASDAQ: "EPIQ")
where she was responsible for legal, governance and risk compliance as well as all areas of international corporate finance, including
financial planning and analysis, accounting, SEC filings, tax planning, investor relations, and SAP support. As a part of the executive
team, she worked through a strategic review process which culminated in the sale of the company to a strategic buyer, backed by private
equity. At Alvarez & Marsal LLC, a leading global professional services firm, Ms. Tjon served in several interim C-level posts
guiding global clients through operational restructurings, business planning and execution, complex negotiations, financial audit and
regulatory compliance issues, and technology issues. Ms. Tjon graduated summa cum laude from Ohio University with a B.S.S in Organizational
Behavior & Management and received her M.B.A. from Columbia University.

 We believe Ms. Tjon is qualified to serve on Solidion
Board because of her extensive executive experience in financial, risk and compliance matters, as well as her experience as a public company
director.

 Corporate Governance

 The size of Solidion's board of directors
is five (5). Class I consists of Mr. Winters and Ms. Tjon, whose terms will expire at Solidion's first annual meeting following
the effectiveness of its Certificate of Incorporation. Class II consists of Mr. Davis, whose term expires at Solidion's second annual
meeting following the effectiveness of its Certificate of Incorporation. Class III consists of Dr. Jang and Ms. Ekberg Tsai, whose terms
will expire at Solidion's third annual meeting following the effectiveness of its Certificate of Incorporation.

 Dr. Jang serves as Executive Chairman of our board
of directors. The primary responsibilities of the board of directors of Solidion is to provide oversight, strategic guidance, counseling
and direction to management. The board of directors of Solidion meets on a regular basis and additionally as necessary.

 Director Independence

 Nasdaq rules generally require that independent
directors must comprise a majority of listed company's board of directors. The board of directors of Solidion has determined that
each of the directors on the board of directors of Solidion other than Dr. Jang and Mr. Winters is qualified as an independent director,
as defined under the listing rules of Nasdaq, and the board of directors of Solidion consists of a majority of independent directors,
as defined under the rules of the SEC and the listing rules of Nasdaq relating to director independence requirements.

 Family Relationships

 There are no family relationships among any of
the individuals who shall serve as directors or executive officers of Solidion following the consummation of the business combination.

 Role of Board in Risk Oversight

 The board of directors of Solidion has extensive
involvement in the oversight of risk management related to Solidion and its business and accomplishes this oversight through the regular
reporting to the board of directors by the audit committee. The audit committee represents the board of directors by periodically reviewing
Solidion's accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance
of administrative and financial controls and its compliance with legal and regulatory requirements. Through its regular meetings with
management, including the finance, legal, internal audit and information technology functions, the audit committee reviews and discusses
all significant areas of Solidion's business and summarize for the board of directors all areas of risk and the appropriate mitigating
factors. In addition, the board of directors receives periodic detailed operating performance reviews from management.

 Committees of the Board of Directors

 The board of directors of Solidion has an audit
committee, a compensation committee, a nominating and corporate governance committee and an executive committee, each of which has the
composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined
by the board of directors.

 Audit Committee

 The audit committee consists of Ms. Ekberg Tsai,
Mr. Davis and Ms. Tjon, with Ms. Ekberg Tsai serving as chairperson. The board of Solidion is expected to determine (i) that each of Ms.
Ekberg Tsai, Mr. Davis and Ms. Tjon satisfies the requirements for independence and financial literacy under the rules and regulations
of Nasdaq and the SEC and (ii) that Ms. Ekberg Tsai and Ms. Tjon qualify as an "audit committee financial expert" as defined
in the SEC rules and regulations and satisfies the financial sophistication requirements of Nasdaq. The audit committee of Solidion is
responsible for, among other things:

 selecting and hiring Solidion's registered public accounting firm;

 evaluating the performance and independence of Solidion's registered public accounting firm;

 approving the audit and pre-approving any non-audit services to be performed by Solidion's registered
public accounting firm;

 reviewing the integrity of Solidion's financial statements and related disclosures and reviewing
Solidion's critical accounting policies and practices;

 reviewing the adequacy and effectiveness of Solidion's internal control policies and procedures
and Solidion's disclosure controls and procedures;

 overseeing procedures for the treatment of complaints relating to accounting, internal accounting controls
or audit matters;

 reviewing and discussing with management and the registered public accounting firm the results of the
annual audit, Solidion's quarterly financial statements and Solidion's publicly filed reports;

 establishing procedures for employees to anonymously submit concerns about questionable accounting or
audit matters;

 reviewing and approving in advance any proposed related-person transactions; and

 preparing the audit committee report that the SEC requires in Solidion's annual proxy statement.

 Compensation Committee

 The compensation committee consists of Ms. Ekberg
Tsai, Mr. Davis and Ms. Tjon, with Ms. Tjon serving as chairperson. The board of Solidion has determined that each member of the compensation
committee satisfies the requirements for independence under the rules and regulations of Nasdaq and the SEC. The compensation committee
of Solidion is responsible for, among other things:

 determining, or recommending to the board of directors for determination, the compensation of Solidion's
executive officers, including the chief executive officer;

 overseeing and setting compensation for the members of the board of directors;

 administering Solidion's equity compensation plans;

 overseeing Solidion's overall compensation policies and practices, compensation plans, and benefits
programs; and

 preparing the compensation committee report that the SEC will require in Solidion's annual proxy
statement.

 Nominating and Corporate Governance Committee

 The nominating and corporate governance committee
consists of Mr. Davis, Ms. Tjon and Ms. Ekberg Tsai, with Ms. Tjon serving as chairperson. The board of Solidion has determine that each
member of the nominating and corporate governance committee satisfies the requirements for independence under the rules and regulations
of Nasdaq and the SEC. The nominating and corporate governance committee is responsible for, among other things:

 evaluating and making recommendations regarding the composition, organization and governance of the board
of directors and its committees;

 reviewing and making recommendations with regard to Solidion's corporate governance guidelines and
compliance with laws and regulations;

 reviewing conflicts of interest of Solidion's directors and officers and proposed waivers of Solidion's
corporate governance guidelines and code of business conducts and ethics; and

 evaluating the performance of the board of directors and its committees.

 Compensation Committee Interlocks and Insider Participation

 None of Solidion's executive officers currently
serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one
or more executive officers serving as a member of the board of directors.

 Involvement in Certain Legal Proceedings

 On August 3, 2017, Jaymes W. Winters II, our Chief
Executive Officer, filed a petition for bankruptcy under Chapter 7 of the Bankruptcy Code (the "Chapter 7 Case") in the United
States Bankruptcy Court Western District of Washington (Tacoma) (the "Court") (Case No. 17-42965) to avoid a $2,480,000 judicial
lien against his personal residence obtained by Sterling Savings Bank (the "Sterling Savings Lien"), which was held by Umpqua
Bank, the successor to Sterling Savings Bank. On November 9, 2018, the Court partially granted Mr. Winters's motion to avoid the
judgment lien of Umpqua Bank and all but $160,725 of Umpqua Bank's judicial lien was avoided. On May 14, 2018, while the Chapter
7 Case was still open, Mr. Winters filed another petition for bankruptcy under Chapter 13 of the Bankruptcy Code in the United States
Bankruptcy Court Western District of Washington (Tacoma) (Case Number: 3:17-BK-42965) to further protect his rights in relation to the
Sterling Savings Lien. The Court granted a voluntary dismissal of the Chapter 13 Case on November 27, 2018. As of the date of this prospectus,
both the Chapter 7 Case and the Chapter 13 Case are closed.

 Stockholder Communications

 We do not have a formal policy regarding stockholder
communications with our Board. A shareholder who wishes to communicate with our Board may do so by directing a written request addressed
to our Chief Executive Officer, at the address appearing on the first page of this filing.

 Code of Ethics

 The Board has established a formal code of business
conduct and ethics that applies to our officers, directors and employees. Any amendment or waiver disclosed on our website will be made
available on our website to the extent required by applicable rules or regulations or listing requirements of Nasdaq. Any waiver of the
code of business conduct and ethics for our executive officers or directors must be approved by the Board, and any such waiver shall be
promptly disclosed to the stockholders.

 Insider Trading Policy

 We maintain a Policy on Insider Trading and Insider
Information that prohibits our officers, directors and employees from purchasing or selling any type of security while in possession of
material, non-public information relating to the security, whether the issuer of such security is the Company or any other company.
Additionally, no officer, director or employee shall purchase or sell any security of the Company during the period beginning on the 15 th calendar day
of the last month of each fiscal quarter of the Company and ending upon completion of the second full trading day after the public
release of earnings data for such fiscal quarter or during any other trading suspension period declared by the Company. It prohibits officers,
directors, or employees from pledging our stock as collateral to secure loans and from engaging in hedging transactions, including zero-cost collars
and forward sale contracts. It further prohibits margin purchases of our stock, short sales of our stock, and any transactions in puts,
calls or other derivative securities involving our stock.

 Availability of Corporate Governance Materials

 Stockholders may view our corporate governance
materials, including the charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee and
our Code of Business Conduct and Ethics, on our website at www.solidiontech.com under "Governance" on the "Investors"
page, and these documents are available in print to any stockholder who sends a written request to such effect to Solidion Technology,
Inc., 13355 Noel Rd, Suite 1100, Dallas, TX 75240, Attention: Corporate Secretary. Information on or accessible from our website is not
and should not be considered a part of this Registration Statement.

 Item 11. Executive Compensation

 The following table sets forth information concerning
the compensation earned for services rendered to us for the fiscal years ended December 31, 2024 and 2023 of our named executive
officers as determined in accordance with SEC rules.

 Summary Compensation Table

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

($)

 Stock Awards

 ($)

 Option Awards

 ($)

 Non-Equity Incentive Plan Compensation

 ($)

 Total

($)

 Dr. Bor Jang

 Board Chairman and Chief Service Officer

 2024
 2023

 140,000

 200,000

 -

 -

 -

 -

 140,000 200,000

 Jaymes Winters

 Chief Executive Officer

 2024
 2023

 300,000
 n/a

 40,000

 -

-

 -

-

 -

-

 340,000

 Songhai Chai

Chief Technology Officer

 2024
 2023

 130,000

 130,000

 -

-

 -

-

 -

-

 -

-

 130,000 130,000

 Vlad Prantsevich

 Chief Financial Officer

 2024
 2023

 225,000
 n/a

 40,000

-

 -

 -

 -

 265,000

 n/a

 Narrative Disclosure to Summary Compensation
Table

 Our compensation committee has historically determined
the compensation of our named executive officers. Our compensation committee typically reviews and discusses management's proposed
compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and
its discretion, the compensation committee then approves the compensation of each executive officer after discussions without members
of management present.

 Base Salary

 Base salaries for our named executive officers
are initially established through arm's-length negotiations at the time of the executive officer's hiring, taking into
account such executive officer's qualifications, experience, the scope of his or her responsibilities and competitive market compensation
paid by other companies for similar positions within the industry and geography. Annual base salaries are intended to provide a fixed
component of compensation to our named executive officers, reflecting their skill sets, experience, roles and responsibilities. Base salaries
are reviewed, determined, and approved periodically, typically in connection with our annual performance review process, and adjusted
from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

 Annual Performance-Based Compensation

 In addition to base salaries, our named executive
officers are eligible to receive annual performance-based bonuses, which are designed to provide appropriate incentives to our executive
officers to achieve annual performance goals and to reward them for achievement towards these goals. Performance based milestones are
approved by the board at the beginning of the year and executive officers are assessed against these performance-based milestones
subsequent to year end.

 Executive Compensation Arrangements

 Mr. Winters and Mr. Prantsevich

 We entered into employment agreements (the "Executive
Employment Agreements") with Jaymes Winters and Vlad Prantsevich, effective as of the Closing Date (the "Start Date").
Mr. Winters' Executive Employment Agreement provides for an initial base salary of $300,000, and Mr. Prantsevich's
Executive Employment Agreement provides for an initial base salary of $225,000. Both Executive Employment Agreements include an employment
term that expires on the sixth anniversary of the Start Date (the "Initial Term"). The Initial Term is automatically extended
thereafter from year to year, unless terminated in accordance with the terms of the agreement (with any extension beyond the Initial Term
referred to as a "Renewal Term"). The Executive Employment Agreements may be terminated by either party at any time and for
any reason upon 30 days' notice, subject to the severance obligations described below.

 The Executive Employment Agreements provide that
each executive is eligible to receive (i) two transition bonuses in the amount of $20,000 each, (ii) an annual incentive bonus, determined
by the Company on a discretionary basis in an amount up to 80% of annual base salary, and (iii) an additional bonus based on certain stock
price targets for the Company. The Executive Employment Agreements also provide that each executive shall be entitled to certain cash
incentive payments in connection with the Company achieving certain capital raise targets within 18 months of the Closing.

 The Executive Employment Agreements provide that
each executive is eligible to receive a cash bonus in the event of an Applicable Sale of the Company (as defined in the Executive Employment
Agreements), which sale bonus shall equal 2.5% of the Equity Value of the Company (as defined in the Executive Employment Agreements).

 Mr. Winters' Executive Employment Agreement
provides that he shall be issued warrants to purchase at least 600,000 shares of the Company's common stock and shall be granted
200,000 shares of unrestricted stock in an initial grant, and annually thereafter an additional 200,000 shares of restricted
stock. Mr. Prantsevich's Executive Employment Agreement provides that he shall be issued warrants to purchase at least 200,000 shares
of the Company's common stock and shall be granted 100,000 shares of unrestricted stock in an initial grant, and annually thereafter
an additional 100,000 shares of restricted stock.

 The Executive Employment Agreements also provide
that if either executive is terminated for any reason, the executive shall receive the following: (i) Executive's Base Salary through
and including the effective date of termination; (ii) payment for accrued unused vacation time, subject to the Company's then current
vacation policy; (iii) payment of any vested benefit; (iv) payment of Executive's Incentive Bonus for the prior Fiscal Year, to
the extent such Incentive Bonus had not yet been paid as of the Termination Date; (iv) payment of a prorated Incentive Bonus based on
the number of days Executive was employed during the Fiscal Year, which shall be paid within sixty (60) days of the end of the Fiscal
Year; and (v) payment for unreimbursed business expenses.

 The Executive Employment Agreements further provide
that if either executive is terminated by the Company without Cause (as defined in the Executive Employment Agreements), by the Company
by Notice of Non-Renewal, or by Executive pursuant to Good Reason (as defined in the Executive Employment Agreements), in addition to
the payments set forth above, and provided the executive execute a release in the form attached to the Executive Employment Agreement,
the executive shall be entitled to receive severance benefits that consist of: (i) 12 months of Executive's Base Salary immediately
prior to the termination date, in the form of salary continuation; (ii) an amount equal to the Incentive Bonus paid for the previous Fiscal
Year; (iii) a lump-sum cash amount equal to the First Transition Bonus (as defined above) to the extent the First Transition Bonus
has not yet been paid to Executive; and (iv) 12 months of benefits continuation, or the Company will pay or reimburse Executive for
the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was then an active employee
of the Company.

 Each executive is also subject to confidentiality
and assignment of intellectual property provisions and certain restrictive covenants, including non-disparagement and twelve months
post-employment non-competition and non-solicitation of employees and customer provisions.

 Through December 31, 2024, the Company paid
Mr. Winters and Mr. Prantsevich $236,923 and $187,692, respectively, in salary and bonus compensation.

 Dr. Jang and Dr. Chai

 On February 10, 2025 (the "Signing Date"),
the Company entered into employment agreements with each of Dr. Jang (the "Jang Employment Agreement") and Dr. Chai (the "Chai
Employment Agreement" and, together with the Jang Employment Agreement, the "Employment Agreements"). The Compensation
Committee of the Board (the "Compensation Committee"), which is made up entirely of independent directors in accordance with
Nasdaq listing rules, approved the Company's entry into the Employment Agreements.

 The Jang Employment Agreement provides for a starting
annual base salary of $200,900 and an annual incentive opportunity discretionary bonus with a target set at 40% of base salary, and such
bonus may be paid in cash, shares of stock, or a combination, although at least twenty-five percent must be paid in cash. Under the Jang
Employment Agreement, the parties acknowledge that Dr. Jang, with the Company's consent, is employed in an executive capacity by
Global Graphene Group, Inc. ("G3") and also serves on G3's board of directors. Dr. Jang represents and warrants that
he will devote approximately seventy percent (70%) of his business time and efforts to the performance of duties assigned to him under
the Jang Employment Agreement. Dr. Jang agrees he will not engage in any other paid work, other than his simultaneous employment by G3,
unless he notifies the Board or its designee in advance of his intent to engage in other paid work and receives the express written consent
of the Board or its designee to do so. G3 beneficially owns approximately 51.4% of the outstanding shares of common stock of the Company
as of the date of this filing.

 The Chai Employment Agreement provides for a starting
annual base salary of $225,000 and an annual incentive opportunity discretionary bonus with a target set at 40% of base salary, and such
bonus may be paid in cash, shares of stock, or a combination, although at least twenty-five percent must be paid in cash.

 The Employment Agreements provide for an initial
term of two years commencing on the Closing Date, subject to annual renewal for additional, successive one-year terms. The Employment
Agreements provide for a one-time transition bonus to Dr. Jang and Dr. Chai in the amount of $63,935.89 and $99,041.10, respectively,
less applicable withholdings and deductions, paid in a lump sum on the Signing Date.

 The Employment Agreements generally provide for
(i) the initial one-time grants to Dr. Jang and Dr. Chai of at-the-money warrants to purchase at least 400,000 and 200,000, respectively,
shares of the Company's common stock with an expiration on the fifth anniversary of the Closing Date; (ii) the initial one-time
grants of 200,000 and 100,000, respectively, shares of unrestricted stock ("Unrestricted Stock"); and (iii) annually thereafter,
the grant of 200,000 and 100,000 shares of restricted stock ("Restricted Stock") of the Company each year. The awards (i)
will be subject to vesting on three equal installments on each of the first three anniversaries of the Closing Date, (ii) will be made
pursuant to the terms and conditions of the Company's 2023 Long-Term Incentive Plan (the "Plan") and (iii) will be evidenced
by an award agreement between the Company and the Executive, pursuant to the terms of the Plan.

 The Employment Agreements generally provide for
the right to receive or participate in all employee benefit programs and perquisites established from time to time by the Company on a
basis that is no less favorable than such programs and perquisites are provided by the Company to the Company's other senior executives.

 The Employment Agreements further provide that
if either executive is terminated for any reason, the executive shall receive the following: (i) Executive's Base Salary through
and including the effective date of termination; (ii) payment for accrued unused vacation time, subject to the Company's then current
vacation policy; (iii) payment of any vested benefit; (iv) payment of Executive's discretionary bonus for the prior fiscal year,
to the extent not yet paid as of the termination date; (v) payment of a prorated discretionary bonus based on the number of days employed
during the fiscal year, which shall be paid within sixty (60) days of the end of the Fiscal Year; and (vi) payment for unreimbursed business
expenses.

 The Employment Agreements further provide that
if either executive is terminated by the Company without Cause (as defined in the Employment Agreements), by the Company by notice of
non-renewal, or by the executive for Good Reason (as defined in the Employment Agreements), in addition to the payments set forth above,
and provided the executive execute a release in the form attached to the Employment Agreements, the executive will be entitled to receive
severance benefits that consist of: (i) 12 months of base salary immediately prior to the termination date, in the form of salary continuation;
and (ii) 12 months of health insurance benefits continuation, or the Company will pay or reimburse Executive for the portion of the COBRA
premium that is equal to the insurance premium the Company would pay if the executive were then an active employee of the Company.

 Each executive is also subject to confidentiality
and assignment of intellectual property provisions and certain restrictive covenants, including non-disparagement and twelve months post-employment
non-competition and non-solicitation of employees and customer provisions.

 Through December 31, 2024, the Company paid
Dr. Jang and Dr. Chai $140,000 and $130,000, respectively, in salary and bonus compensation.

 Non-Employee Director Compensation

 For fiscal year
2024, Solidion did not provide cash compensation to its non-employee directors, however all of the directors are reimbursed for
their reasonable out-of-pocket expenses related to their services as a member of the Solidion board of directors. For fiscal
year 2024, Solidion provided $5,000 of cash compensation to its non-employee directors. We intend to approve and implement a
non-employee director compensation policy.

 Summary of the Incentive
Plan

 In connection with the
Business Combination, we adopted the Solidion Technology, Inc. 2023 Equity Incentive Plan. The summary is qualified in its entirety by
reference to the complete text of the incentive plan.

 Eligibility

 Solidion's employees,
consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards under the incentive plan.
Following the closing, Solidion has approximately 35 employees and five non-employee directors who may be eligible to receive awards under
the incentive plan.

 Award Types

 The incentive plan provides
for the grant of incentive stock options ("ISOs") to employees and for the grant of non-statutory stock options ("NSOs"),
stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to
employees, directors and consultants.

 Share Reserve

 The number of shares
of common stock initially reserved for issuance under the incentive plan will be 9,500,000. Shares subject to stock awards granted under
the incentive plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will
not reduce the number of shares available for issuance under the incentive plan. The incentive plan also includes an evergreen provision
that provides for an automatic annual increase to the number of shares of common stock available for issuance under the incentive plan
on the first day of each fiscal year beginning with the 2024 fiscal year, equal to the least of (i) 9,500,000 shares of common stock,
(ii) 5% of the total number of shares of common stock outstanding as of the last day of our immediately preceding fiscal year, or (iii)
such lesser amount determined by the plan administrator.

 Plan Administration

 The board of directors
of Solidion, or a duly authorized committee thereof, will have the authority to administer the incentive plan. The board of directors
of Solidion may also delegate to one or more officers the authority to (i) designate employees other than officers to receive specified
stock awards and (ii) determine the number of shares to be subject to such stock awards. Subject to the terms of the incentive plan, the
plan administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock
awards, if any, the number of shares subject to each stock award, the fair market value of a share, the vesting schedule applicable to
the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock
award and the terms and conditions of the award agreements for use under the incentive plan. The plan administrator has the power to modify
outstanding awards under the incentive plan. Subject to the terms of the incentive plan, the plan administrator also has the authority
to reprice any outstanding option or stock award, cancel and re-grant any outstanding option or stock award in exchange for new stock
awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles,
with the consent of any materially adversely affected participant.

 Stock Options

 ISOs and NSOs are granted
under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options,
within the terms and conditions of the incentive plan, provided that the exercise price of a stock option generally cannot be less than
100% of the fair market value of a share of common stock on the date of grant (however, a stock option may be granted with an exercise
or strike price lower than 100% of the fair market value on the date of grant of such award if such award is granted pursuant to an assumption
of or substitution for another option pursuant to a corporate transaction, as such term is defined in the incentive plan, and in a manner
consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code). Options granted under the incentive plan vest
at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator determines the term
of stock options granted under the incentive plan, up to a maximum of ten years. Unless the terms of an optionholder's stock option
agreement provide otherwise, if an optionholder's service relationship ceases for any reason other than cause, the optionholder
may generally exercise any vested options for a period of three (3) months following the cessation of service, but only within three (3)
months following such termination, unless another period of time is provided in the applicable award agreement or other agreement, subject
to the limitations in the incentive plan. The option term may be extended in the event that the exercise of the option following such
a termination of service is prohibited by applicable securities laws or Solidion's insider trading policy. Options generally terminate
immediately upon the termination of an optionholder's service for cause. In no event may an option be exercised beyond the expiration
of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by
the plan administrator and may include (i) cash, check, bank draft, or money order, (ii) a broker-assisted cashless exercise, (iii) the
tender of shares of common stock previously owned by the optionholder, (iv) a net exercise of the option if it is an NSO and (v) other
legal consideration approved by the plan administrator.

 Tax Limitations
on ISOs

 The aggregate fair market
value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first time by an optionholder
during any calendar year under all stock plans maintained by Solidion may not exceed $100,000. Options or portions thereof that exceed
such limit generally will be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to
own stock possessing more than 10% of Solidion's total combined voting power or that of any of Solidion's affiliates unless
(1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2)
the option is not exercisable after the expiration of five years from the date of grant.

 Restricted Stock
Awards

 Restricted stock awards
are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration
for cash, check, bank draft or money order, past services, or any other form of legal consideration that may be acceptable to the plan
administrator and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards,
including vesting and forfeiture terms. Except as provided otherwise in the applicable award agreement, if a participant's service
relationship ends for any reason, Solidion may receive through a forfeiture condition or a repurchase right any or all of the shares held
by the participant under his or her restricted stock award that have not vested as of the date the participant terminates service.

 Restricted Stock
Unit Awards

 Restricted stock units
are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock units may be granted in consideration
for any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted
stock unit may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator,
or in any other form of consideration set forth in the restricted stock unit agreement. Additionally, dividend equivalents may be credited
in respect of shares covered by a restricted stock unit. Except as otherwise provided in the applicable award agreement, restricted stock
units that have not vested will be forfeited once the participant's continuous service ends for any reason.

 Stock Appreciation
Rights

 Stock appreciation rights
are granted under stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the purchase
price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of common stock
on the date of grant (however, a stock appreciation right may be granted with an exercise or strike price lower than 100% of the fair
market value on the date of grant of such award if such award is granted pursuant to an assumption of or substitution for another option
pursuant to a corporate transaction, as such term is defined in the incentive plan, and in a manner consistent with the provisions of
Sections 409A). A stock appreciation right granted under the incentive plan vests at the rate specified in the stock appreciation right
agreement as determined by the plan administrator.

 Performance Awards

 The incentive plan permits
the grant of performance-based stock and cash awards. The plan administrator may structure awards so that the shares of common stock,
cash, or other property will be issued or paid only following the achievement of certain pre-established performance goals during a designated
performance period. The performance criteria that will be used to establish such performance goals may be based on any measure of performance
selected by the plan administrator. The performance goals may be based on a company-wide basis, with respect to one or more business units,
divisions, affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies
or the performance of one or more relevant indices. Unless specified otherwise (i) in the award agreement at the time the award is granted
or (ii) in such other document setting forth the performance goals at the time the goals are established, the plan administrator will
appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring
and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting
principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are
"unusual" in nature or occur "infrequently" as determined under generally accepted accounting principles; (6)
to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by Solidion achieved performance
objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any
change in the outstanding shares of common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization,
merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to shareholders
other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under Solidion's
bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to expense under
generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to
be recorded under generally accepted accounting principles. In addition, the plan administrator retains the discretion to reduce or eliminate
the compensation or economic benefit due upon attainment of the performance goals. Partial achievement of the specified criteria may result
in the payment or vesting corresponding to the degree of achievement as specified in the applicable award agreement or the written terms
of a performance cash award. The performance goals may differ from participant to participant and from award to award.

 Other Stock Awards

 The plan administrator
may grant other awards based in whole or in part by reference to common stock. The plan administrator will set the number of shares under
the stock award and all other terms and conditions of such awards.

 Non-Employee Director
Compensation Limit

 The aggregate value of
all compensation granted or paid by Solidion to any individual for service as a non-employee director with respect to any calendar year
(such period, the "annual period"), including stock awards and cash fees paid by Solidion to such non-employee director, will
not exceed (i) $500,000 in total value or (ii) in the event such non-employee director is first appointed or elected to the board of directors
of Solidion during such annual period, $750,000 in total value. For purposes of these limitations, the value of any such stock awards
is calculated based on the grant date fair value of such stock awards for financial reporting purposes.

 Changes to Capital
Structure

 In the event there is
a specified type of change in Solidion's capital structure, such as a merger, consolidation, reorganization, recapitalization, reincorporation,
stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, appropriate
adjustments will be made to (i) the class(es) and maximum number of shares of common stock subject to the incentive plan and the maximum
number of shares by which the share reserve may annually increase; (ii) the class(es) and maximum number of shares that may be issued
pursuant to the exercise of ISOs; and (iii) the class(es) and number of securities and exercise price, strike price or purchase price
of common stock subject to outstanding awards.

 Corporate Transactions

 The following applies
to stock awards under the incentive plan in the event of a corporate transaction, as defined in the incentive plan, unless otherwise provided
in a participant's stock award agreement or other written agreement with Solidion or unless otherwise expressly provided by the
plan administrator at the time of grant. In the event of a corporate transaction, any stock awards outstanding under the incentive plan
may be assumed, continued or substituted by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase
rights held by Solidion with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or
acquiring corporation (or its parent company) does not assume, continue or substitute such stock awards, then with respect to any such
stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the transaction,
or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior
to the effective time of the transaction (contingent upon the effectiveness of the transaction), and such stock awards will terminate
for no consideration if not exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase
rights held by Solidion with respect to such stock awards will lapse (contingent upon the effectiveness of the transaction). With respect
to performance awards with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or
by the plan administrator, the award will accelerate at 100% of target. If the surviving or acquiring corporation (or its parent company)
does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held by persons other than
current participants, such awards will terminate for no consideration if not exercised (if applicable) prior to the effective time of
the transaction, except that any reacquisition or repurchase rights held by Solidion with respect to such stock awards will not terminate
and may continue to be exercised notwithstanding the transaction. The plan administrator is not obligated to treat all stock awards or
portions of stock awards in the same manner and is not obligated to take the same actions with respect to all participants. In the event
a stock award will terminate if not exercised prior to the effective time of a transaction, the plan administrator may provide, in its
sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value,
at the effective time, to the excess (if any) of (1) the value of the property the participant would have received upon the exercise of
the stock award over (2) any exercise price payable by such holder in connection with such exercise.

 Change in Control

 In the event of a change
in control, as defined under the incentive plan, awards granted under the incentive plan will not receive automatic acceleration of vesting
and exercisability, although this treatment may be provided for in an award agreement.

 Plan Amendment
or Termination

 The board of directors
of Solidion will have the authority to amend, suspend, or terminate the incentive plan, provided that such action does not materially
impair the existing rights of any participant without such participant's written consent. No ISOs may be granted after the tenth
anniversary of the date the Nubia Board adopts the incentive plan.

 Certain U.S. Federal
Income Tax Aspects of Awards Under the Incentive Plan

 This is a brief summary
of the federal income tax aspects of awards that may be made under the incentive plan based on existing U.S. federal income tax laws.
This summary provides only the basic tax rules. Except as otherwise specifically set forth below, it does not describe a number of special
tax rules, including the alternative minimum tax and various elections that may be applicable under certain circumstances. It also does
not reflect provisions of the income tax laws of any municipality, state or foreign country in which a holder may reside, nor does it
reflect the tax consequences of a holder's death. The tax consequences of awards under the incentive plan depend upon the type of
award.

 Incentive Stock
Options

 The recipient of an ISO
generally will not be taxed upon grant of the option. Federal income taxes are generally imposed only when the shares of Solidion's
Common Stock from exercised ISOs are disposed of, by sale or otherwise (although the excess of the fair market value of the common stock
on the date of exercise over the exercise price is a tax preference for alternative minimum tax purposes, which could result in an alternative
minimum tax liability). If the ISO recipient does not sell or dispose of the shares of Solidion's Common Stock until more than one
year after the receipt of the shares (i.e., exercise of the ISO) and two years after the option was granted (i.e., the minimum required
time), then, upon sale or disposition of the shares, the difference between the exercise price and the fair market value of the shares
of Solidion's Common Stock as of the date of exercise will be treated as a long-term capital gain, and not ordinary income. If a
recipient fails to hold the shares for the minimum required time the recipient will recognize ordinary income in the year of disposition
generally in an amount equal to any excess of the fair market value of the common stock purchased on the date of exercise (or, if less,
the amount realized on disposition of the shares) over the exercise price paid for the shares. Any further gain (or loss) realized by
the recipient generally will be taxed as short-term or long-term gain (or loss) depending on the holding period. Solidion, subject to
Section 162(m) of the Code, generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is
recognized by the option recipient.

 Non-statutory Stock
Options

 The recipient of an NSO
generally will not be taxed upon the grant of the option. Federal income taxes are generally due from a recipient of NSOs when the options
are exercised. The excess of the fair market value of the common stock purchased on such date over the exercise price of the option is
taxed as ordinary income. Thereafter, the tax basis for the acquired shares is equal to the amount paid for the shares plus the amount
of ordinary income recognized by the recipient. Solidion, subject to Section 162(m) of the Code, generally will be entitled to a tax deduction
at the same time and in the same amount as ordinary income is recognized by the option recipient by reason of the exercise of the option.
Any gain that the recipient realizes when he or she later sells or disposes of the acquired shares will be short-term or long-term capital
gain, depending on how long the shares were held.

 Restricted Stock
Awards

 Recipients who receive
awards of restricted shares subject to a vesting requirement (i.e., the restricted shares are nontransferable and is subject to a substantial
risk of forfeiture) generally will recognize ordinary income at the time vesting occurs in an amount equal to the fair market value of
the shares at that time minus the amount, if any, paid for the shares. However, a recipient who receives restricted shares subject to
a vesting requirement (i.e., the restricted shares are nontransferable and is subject to a substantial risk of forfeiture) may, within
30 days of the date the shares are granted, elect in accordance with Section 83(b) of the Code to recognize ordinary compensation income
at the time of transfer of the shares rather than upon the vesting dates. Solidion, subject to Section 162(m) of the Code, generally will
be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient.

 Restricted Stock Unit
Awards

 Recipients will not recognize
income, and the Company will not be allowed a tax deduction, at the time of a restricted stock unit award is granted. Recipients who receive
restricted stock unit awards generally will recognize ordinary income when they receive shares upon settlement of the awards in an amount
equal to the fair market value of the shares at that time (less any amount the recipients paid for the stock or property). Solidion, subject
to Section 162(m) of the Code, generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income
is recognized by the recipient.

 Stock Appreciation
Rights

 Recipients who receive
stock appreciation rights generally will recognize ordinary income upon exercise in an amount equal to the excess of the fair market value
of the underlying shares of common stock on the exercise date over the exercise price. Solidion, subject to Section 162(m) of the Code,
generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient.

 Deductions

 Section 162(m) of the
Code may limit Solidion's ability to take a tax deduction with respect to awards made to recipients that are covered employees to
the extent that the compensation to such recipient for a taxable year exceeds $1,000,000.

 Section 409A of
the Code

 The incentive plan permits
the grant of various types of incentive awards, which may or may not be exempt from Section 409A of the Code. If an award is subject to
Section 409A of the Code, and if the requirements of Section 409A of the Code are not met, the taxable events as described above could
apply earlier than described, and could result in the imposition of additional taxes and penalties.

 Tax Withholding

 The Company Group has
the right to deduct or withhold, or require a participant to remit to the Company Group, an amount sufficient to satisfy federal, state,
and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other
taxable event arising as a result of the incentive plan.

 Incentive Plan Benefits

 Grants of awards under
the incentive plan are subject to the discretion of the plan administrator. Therefore, it is not possible to determine the future benefits
that will be received by participants under the incentive plan.

 Item 12. Security Ownership of Certain Beneficial Owners and Management

 Securities Authorized for Issuance Under Equity
Compensation Plans

 The following table sets forth additional information
as of December 31, 2024 with respect with respect to securities that may be issued under our equity compensation plans:

 Plan Category

 Number of
 securities to be
 issued upon
 exercise of
 outstanding
 options, warrants
 and rights
 (a)

 Weighted-
 average
 exercise
 price of
 outstanding
 options,
 warrants and
 rights

 Number of
 securities
 remaining
 available for
 future issuance
 under equity
 compensation
 plans (excluding
 securities
 reflected in
 column (a))

 Equity compensation plans not approved by security holders

 —

 $
 —

 —

 Equity compensation plans approved by security holders

 —

 —

 9,500,000

 Total

 —

 $
 —

 9,500,000

 Security Ownership of Certain Beneficial Owners
and Management

 The following table sets forth certain information
with respect to beneficial ownership of our common stock as of April 1, 2025, by:

 each person known to be the beneficial owner of 5% or more
of our outstanding common stock;

 each executive officer;

 each director; and

 all of the executive officers and directors as a group.

 Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more
than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed
to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant
or vesting of an RSU) within 60 days of the date as of which the information is provided. In computing the percentage ownership of
any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition
rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the
person's actual voting power at any particular date.

 The information set forth in the table below is
based on 135,845,569 shares of our common stock issued and outstanding on April 1, 2025.

 To our knowledge, except as indicated in the footnotes
to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power
with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address of each beneficial
owner listed below is 13355 Noel Rd, Suite 1100, Dallas, TX 75240.

 Name of Beneficial Owner (1)

 Amount And
 Nature of Beneficial
 Ownership

 Percentage of
 Class

 More than 5% Beneficial Owners

 Global Graphene Group, Inc. (2)

 68,055,000

 50.1
 %

 Meteora Capital, LLC (3)

 15,371,010

 11.3
 %

 Names Executive Officers and Directors

 Dr. Bor Jang

 —

 —
 %

 Jaymes Winters

 —

 —
 %

 Vlad Prantsevich

 —

 —
 %

 Karin-Joyce (KJ) Tjon

 —

 —
 %

 John Davis

 —

 —
 %

 Cynthia Ekberg Tsai

 —

 —
 %

 Dr. Songhai Chai

 —

 —
 %

 All executive officers and directors as a group (10 persons)

 —

 —
 %

 *
 Denotes beneficial ownership
of less than 1% of our outstanding shares of common stock.

 (1)
 Unless otherwise noted, the
business address of each of the following entities or individuals listed under the headings "Executive Officers and Directors"
and "More than Five Percent Holders" is c/o Solidion Technology, Inc., 13355 Noel Rd, Suite 1100, Dallas, TX 75240.

 (2)
 Based on a Schedule 13D filed
by Global Graphene Group, Inc. ("G3") on February 6, 2024. G3 is managed by a board of directors consisting of Dr. Jang,
Dr. Zhamu, Henry Wang, Max Wu, Wei Hsu, Edson Chang, and Hyun Yeo. Any action by G3 with respect to the shares of Solidion, including
voting and dispositive decisions, requires a majority vote of the members of the board of managers of G3. Under the so-called "rule
of three," because voting and dispositive decisions are made by a majority of G3's directors, none of the directors is deemed
to be a beneficial owner of shares of Solidion, even those in which any director holds a pecuniary interest. The business address for G3 is 1240 McCook Ave., Dayton, Ohio 45404.

 (3)
 Based on a Schedule 13G/A filed
on February 14, 2025, such schedule was filed by (i) Meteora Capital, LLC, a Delaware limited liability company ("Meteora Capital")
held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the "Meteora Funds");
and (ii) Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the common stock held by the Meteora Funds.
The filing of the statement should not be construed as an admission that any of the such reporting persons is, for the purposes of Section
13 of the Securities Act, the beneficial owner of the common stock reported herein. The business address for Meteora Capital is 1200 N Federal Hwy, #200, Boca Raton, FL 33432.

 Item 13. Certain Relationships and Related Transactions, and Director
Independence

 Certain Relationships and Related Transactions

 In addition to the compensation
arrangements, including employment, termination of employment and change in control arrangements, with Solidion's directors and
executive officers, including those discussed in the sections entitled "Executive Compensation" and "Director Compensation,"
the following sets forth transactions and series of similar transactions, since January 1, 2023, in which Solidion participated or
will participate, in which (i) the amounts involved exceeded or will exceed $120,000, and (ii) any of Solidion's then
directors, executive officers, or holders of more than 5% of its capital stock at the time of such transaction, or any member of the immediate
family of the foregoing persons, had or will have a direct or indirect material interest.

 The following summarizes
the terms of certain material agreements Solidion entered into with G3 in connection with the closing of the Business Combination pursuant
to the Merger Agreement. Each such summary is qualified in its entirety by reference to the relevant agreement, the forms of which will
be filed as annexes to the proxy statement.

 Contribution Agreement. HBC
and G3 entered into the Contribution Agreement pursuant to which, among other things, G3 will contribute and transfer to HBC all its right,
title and interest in, to and under certain battery-related assets and HBC will assume certain related liabilities, as more specifically
set forth thereunder. The parties intend that such contribution will qualify as a transaction described in Section 351(a) of
the Code and the Treasury Regulations promulgated thereunder. The Contribution Agreement is attached hereto as exhibit 10.14.

 Supply and License
Agreement. HBC and G3 entered into the Supply and License Agreement pursuant to which, among other things,
G3 will sell to and supply from time to time HBC certain graphene and graphite products and G3 will provide to HBC a non-exclusive license
to certain G3 patents, technology and know-how relating to graphene production to make and have made graphene materials for HBC's
own needs, as more specifically set forth thereunder. The Supply and License Agreement is attached hereto as exhibit 10.15.

 Shared Services
Agreement. HBC and G3 entered into the Shared Services Agreement pursuant to which, among other things,
G3 will continue to provide Solidion with certain operational and other support services, including assigning certain employees to work
for Solidion to provide support to Solidion's operations and sending its employees to Solidion on a short-term basis to provide
support, and sharing the use of certain equipment, administrative office space, production space, laboratory space and loading space.
In exchange for receipt of such services and uses, the Shared Services Agreement contemplates that the parties will pay fees to each other,
as more specifically set forth thereunder. The Shared Services Agreement is attached hereto as exhibit 10.16.

 In addition, the following
related party transactions have occurred since January 1, 2023.

 Executive Officer
and Director Compensation Arrangements

 See " Executive
Compensation " for information regarding compensation arrangements with the executive officers and directors of Solidion, which
include, among other things, employment, termination of employment and change in control arrangements, stock awards and certain other
benefits.

 Director and Executive Officer Indemnification

 Solidion's organizational
documents provide, and Solidion's second amended and restated certificate of incorporation and amended and restated Bylaws will
provide, for indemnification for its directors and executive officers to the fullest extent permitted by law. Following the business combination,
Solidion is expected to enter into indemnification agreements with each director and executive officer of Solidion. Such agreements provide,
and such Solidion agreements will provide, among other things, the officers and directors of Solidion with contractual rights to indemnification,
expense advancement and reimbursement, to the fullest extent permitted by law, including to the extent they serve at Solidion's
request as directors, officers, employees or other agents of any other affiliated entity, to the fullest extent permitted by law.

 Indemnification
Agreements

 We have entered into
indemnification agreements with each of our directors and executive officers. The indemnification agreements, our articles of incorporation
and our Bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations,
our Bylaws also require us to advance expenses incurred by our directors and officers.

 Review, Approval and
Ratification of Related Party Transactions

 It is the Company's
policy that all related party transactions must be approved by directors independent of the parties involved. All of the transactions
described above were approved and ratified by the independent members of our Board. In connection with the approval of the transactions
described above, our Board took into account several factors, including their fiduciary duties to the Company, the relationships of the
related parties described above to the Company, the material facts underlying each transaction, the anticipated benefits to the Company
and related costs associated with such benefits, whether comparable products or services were available, and the terms we could receive
from an unrelated third party.

 Conflicts Related
to Other Business Activities

 The persons serving as
our officers and directors have existing responsibilities and, in the future, may have additional responsibilities, to provide management
and services to other entities in addition to us. As a result, conflicts of interest between us and the other activities of those persons
may occur from time to time.

 We will attempt to resolve
any such conflicts of interest in our favor. Our officers and directors are accountable to our shareholders and us as fiduciaries, which
requires that such officers and directors exercise good faith and integrity in handling our affairs. A shareholder may be able to institute
legal action on our behalf or on behalf of that shareholder and all other similarly situated shareholders to recover damages or for other
relief in cases of the resolution of conflicts in any manner prejudicial to us.

 Director Independence

 We have determined that
each of the directors on the board of directors of Solidion other than Dr. Jang and Mr. Winters qualify as an independent director,
as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules.

 Meetings of The Board and Its Committees

 The Board met 6 times during the fiscal year ended December
31, 2024. The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee met 5 times, zero times and zero times, respectively, during the fiscal year ended December 31, 2024. Each director attended 75% or more of the
aggregate number of meetings of the Board and of the committees on which he or she served, held during the portion of the fiscal year
ended December 31, 2024 for which he or she was a director or committee member.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (b) Index to Exhibits

 The exhibits required to be filed by Item 15 are
set forth in, and filed with or incorporated by reference in, the "Index to Exhibits" of the Original Form 10-K. The "Index
to Exhibits" to this Amendment sets forth the additional exhibits required to be filed with this Amendment.

 Exhibit

 Number

 Description

 31.3 *

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.4 *

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 101)

 *

 Filed herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

 DATE: April 30, 2025

 SOLIDION TECHNOLOGY, INC.

 By:

 /s/ Jaymes Winters

 Name:

 Jaymes Winters

 Title:

 Chief Executive Officer

(Principal Executive Officer)

 0001881551 true FY

 0001881551

 2024-01-01
 2024-12-31

 0001881551

 2024-06-30

 0001881551

 2025-04-01