UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM 10-K

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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
file number: 001-41323

 (Exact
name of registrant as specified in its charter)

 Delaware

 87-1993879

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 13355 Noel Rd, Suite 1100
 Dallas, TX

 75240

 (Address of principal executive offices)

 (Zip Code)

 Registrant's
telephone number, including area code: (972) 918-5120

 Securities
registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol

 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.

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

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

by check mark whether the registrant (1) has filed all reports required 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

by check mark whether 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

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether 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.

by check mark 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).

 Indicate by check mark whether 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.

 DOCUMENTS
INCORPORATED BY REFERENCE

 The information required by Part III of this
Report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement
relating to the Annual Meeting of Stockholders to be held in 2025, which definitive proxy statement shall be filed with the Securities
and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, 2024.

 EXPLANATORY
NOTE

 On
February 2, 2024 (the "Closing Date"), Nubia Brand International Corp., a Delaware corporation ("Nubia" and after
the Transactions described herein, the "Combined Company" or "Solidion Technology, Inc."), consummated the previously
announced business combination (the "Closing") pursuant to a Merger Agreement (as amended on August 25, 2023, the "Merger
Agreement"), by and among Nubia, Honeycomb Battery Company, an Ohio corporation ("HBC"), and Nubia Merger Sub, Inc.,
an Ohio corporation and wholly-owned subsidiary of Nubia ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged
with and into HBC (the "Merger," and the transactions contemplated by the Merger Agreement, the "Transactions"),
with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed "Solidion Technology, Inc." upon
Closing.

 Unless the context otherwise
requires, the "registrant" and the "Company" refer to Nubia prior to the Closing and to the Combined Company
and its subsidiaries following the Closing and "HBC" and "Honeycomb" refers to Honeycomb Battery Company and
its subsidiaries prior to the Closing and the business of the Combined Company and its subsidiaries following the Closing.

 The Company's common stock, par value $0.0001 per share (the
"Common Stock"), is now listed on The Nasdaq Stock Market LLC ("NASDAQ Global") under the symbol "STI".
The Company's Public Warrants to purchase Common Stock at an exercise price of $11.50 per share, previously listed under ticker
"NUBIW", were delisted from the Nasdaq and pending listing on The OTC Markets under the symbol "STIWW". The audited
financial statements for the fiscal year ended and as of December 31, 2023 included herein reflect the operations of HBC, as HBC is the
accounting acquirer and predecessor. Until the Merger, Nubia neither engaged in any operations nor generated any revenue, and based on
its business activities, Nubia was a "shell company" as defined under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

 ANNUAL
REPORT ON FORM 10-K

 FOR
THE YEAR ENDED DECEMBER 31, 2024

 Page

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [RESERVED]

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 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
 14.

 Principal
 Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules

 Item
 16.

 Form
 10-K Summary

 i

 FORWARD
LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in
this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited
to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would"
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this report may include, for example, statements about our:

 our
 financial and business performance, including financial and business metrics;

 changes
 in our strategy, future operations, financial position, estimated revenues and losses, projected
 costs, prospects and plans;

 our
 ability to develop a high-volume manufacturing line and otherwise scale in a cost-effective
 manner;

 our
 ability to add manufacturing capacity and the costs and timing to add such capacity;

 the
 expected addressable market for our products;

 developments
 relating to our competitors and industry;

 our
 expectations regarding our ability to obtain and maintain intellectual property protection
 and not infringe on the rights of others;

 our
 future capital requirements and sources and uses of cash;

 our
 ability to obtain funding for our operations;

 our
 business, expansion plans and opportunities; and

 the
 outcome of any known and unknown litigation and regulatory proceedings.

 The
forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors."
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
laws.

 As
a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from
those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

 our
 ability to execute our business model, including scaling production and increasing the addressable
 market for our products and services;

 our
 ability to raise capital;

 the
 outcome of any legal proceedings that may be instituted against us;

 the
 ability to maintain the listing of our securities on the Nasdaq;

 the
 possibility that we may be adversely affected by other economic, business or competitive
 factors, including supply chain interruptions, and may not be able to manage other risks
 and uncertainties;

 changes
 in applicable laws or regulations;

 the
 possibility that we may be adversely affected by other economic, business, and/or competitive
 factors; and

 other
 risks and uncertainties described in this Annual Report on Form 10-K, including risk factors
 discussed in Part I, Item 1A under the Heading, "Risk Factors".

 ii

 PART
I

 ITEM
1. BUSINESS

 In
this Annual Report on Form 10-K (the "Form 10-K"), references to the "Company" and to "Solidion"
"we," "us," and "our" refer to Solidion Technology, Inc.

 Corporate
History and Background

 We were originally incorporated in Delaware on
June 14, 2021 under the name "Nubia Brand International Corp." as a special purpose acquisition company, formed for the purpose
of effecting an initial business combination with one or more target businesses. On March 14, 2022 (the "IPO Closing Date"),
we consummated our initial public offering (the "IPO"). On February 2, 2024, we consummated the previously announced business
combination (the "Closing") pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the "Merger
Agreement"), by and among Nubia, Honeycomb Battery Company, an Ohio corporation ("HBC"), and Nubia Merger Sub, Inc.,
an Ohio corporation and wholly-owned subsidiary of Nubia ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged
with and into HBC (the "Merger," and the transactions contemplated by the Merger Agreement, the "Transactions"),
with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed "Solidion Technology, Inc." upon
Closing and we became the owner, directly or indirectly, of all of the equity interests of Honeycomb Battery Company and its subsidiaries.

 Overview

 Solidion Technology, Inc. is an advanced battery
technology company focused on the development and commercialization of next-generation battery materials, components, and energy storage
solutions. Headquartered in Dallas, Texas, with research and development (R&D) and manufacturing operations in Dayton, Ohio, Solidion
is dedicated to transforming the energy storage landscape by addressing key limitations in current lithium-ion and emerging battery technologies.

 The Company specializes in high-performance silicon-rich anode materials,
solid-state battery technology, and fire-retardant electrolytes, aiming to enhance the energy density, safety, and cost-effectiveness
of lithium-ion batteries. Solidion's proprietary innovations include graphene-enabled batteries, elastomer-protected electrodes,
quasi-solid and solid-state electrolytes, and biochar-derived anode materials, providing sustainable and scalable solutions for the electric
vehicle (EV), energy storage system (ESS), and consumer electronics markets.

 Solidion holds an extensive intellectual property (IP) portfolio with
over 525 active patents (pending and granted) globally, positioning the Company as a leader in silicon anode and solid-state battery technology.
Its innovative silane-free production processes for silicon-based anode materials allow for lower manufacturing costs and improved scalability.
Additionally, its fire-retardant and polymer-based electrolytes enable safer, high-energy-density batteries compatible with existing lithium-ion
cell production infrastructure.

 A key milestone in Solidion's technological
advancements is the successful development of a high-energy cylindrical cell, which achieves an exceptional energy density of 305 Wh/kg,
significantly higher than conventional lithium-ion batteries, which typically range between 240-260 Wh/kg. This innovation not only enhances
the range and performance of EVs but also underscores Solidion's ability to deliver cutting-edge solutions for high-energy and high-power
applications.

 The Company has established strategic partnerships with leading industry
players, including Giga Solar Materials Corp. and Bluestar Materials Company, to advance the production and commercialization of silicon
oxide (SiOx) anode materials in the U.S. These collaborations, along with Solidion's ongoing engagement with EV original equipment
manufacturers (OEMs) and toll-manufacturing partners, position the Company to accelerate the adoption of its next-generation battery solutions.

 On November 14, 2024, we adopted a strategic Bitcoin
allocation policy for our Corporate Treasury. As part of this strategy, Solidion is committed to leveraging Bitcoin as a long-term store
of value. The Company will allocate excess cash from operations toward Bitcoin purchases, subject to board approval. Additionally, interest
earnings from cash held in money market accounts will be converted into Bitcoin. The Company also plans to allocate a portion of future
capital raises to Bitcoin acquisitions, demonstrating a sustained commitment to integrating Bitcoin into its financial strategy. For fiscal
year 2024, the Company did not identify excess cash from operations for Bitcoin purchases. Additionally, $13,806 generated in interest
income earnings during fiscal year 2024 have been designated for Bitcoin purchases in fiscal year 2025 as part of the ongoing treasury
strategy. The Company did not conduct any capital raise activities between the date of its announcement and the end of the reporting period
and, as a result, did not allocate any proceeds toward Bitcoin purchases. Looking ahead, during fiscal year 2025, Solidion anticipates
capital raises that will include allocation of a portion of proceeds to Bitcoin acquisitions.

 Solidion is committed to advancing battery technology through continuous
R&D efforts, expanding manufacturing capabilities, and optimizing supply chain sustainability. By integrating cutting-edge materials
and scalable production methods, Solidion aims to deliver high-performance, cost-effective, and environmentally sustainable battery solutions
that address the increasing demand for electrified mobility and renewable energy storage.

 Limitations of Current Battery Technology

 Li-Ion Batteries Lithium-ion batteries
(LIBs) are pivotal in climate change mitigation as they play a key role in electrifying the transport sector and enabling the integration
of renewables. They are widely used in portable electronics and electric vehicles due to their high potential for providing efficient
energy storage and environmental sustainability. NMC (nickel-manganese-cobalt oxides) and LFP (lithium iron phosphate) are common LIB
cathode chemistries for electric vehicle applications. Graphite is typically used as the battery anode material (BAM).

 Despite their importance, current LIB technology
has limitations:

 Anode
 Energy Density The use of graphite anodes restricts the battery's capacity because graphite
 has a low theoretical gravimetric capacity of just 372 mAh g-1. Silicon (Si) is being
 explored as an alternative anode material because it has a higher theoretical specific capacity
 of 4,200 mAh g -1. However, silicon anodes have issues including volume expansion
 during lithium insertion and extraction, unstable solid electrolyte interface (SEI) formation,
 low electrical conductivity, and poor lithium-ion diffusivity.

 CO 2
 Emissions During Production of Synthetic Graphite Anode Materials The carbon footprint
 is often underestimated due to a lack of industrial data and the use of non-representative
 process routes in modeling. A more accurate life cycle inventory reveals a substantially
 higher carbon footprint (CF) value of 42.2 t CO 2 eq./t of SG BAM, which is 2 to
 10 times greater than previously reported values. The graphitization process, which accounts
 for 46% of the total CF due to high electricity consumption, and the use of graphite crucibles,
 responsible for 28% of the CF, contribute most to the carbon footprint.

 Electrolyte
 Safety Issues Lithium-ion batteries are susceptible to thermal runaway if abusive conditions
 destabilize the electrochemical system. If certain abusive conditions break the stability
 boundaries of the electrochemical system, an LIB is more susceptible to thermal runaway (TR),
 leading to fire accidents. Traditional liquid organic carbonate-based electrolytes are flammable
 and can be highly combustible or even explosive when exposed to air. Lithium plating can
 occur in the anode, caused by electrical and thermal abuse, which can lead to dendrite formation
 and short circuits. In contrast, various types of solid-state electrolytes, comprising less
 or no volatile chemical species, are being developed for both lithium-ion and lithium-metal
 battery types. Further, solid-state electrolytes, when used as a separator, could significantly
 reduce or eliminate the lithium dendrite issues. However, solid-state electrolytes bring
 along other types of challenges to a battery designer, including a higher internal impedance
 (hence, lower power), lower anode or cathode active material proportion (hence, lower-than-expected
 energy density), and a higher manufacturing cost. The latter challenge is largely a result
 of the need to develop a new process and new equipment for producing the solid-state separator
 and for assembling the required components into a battery cell.

 Our Technology

 Graphene or elastomer enhanced silicon and
SiOx

 Solidion is leading the development
of low-cost, high-performance silicon-rich (Si-rich) anode materials, pioneering multiple approaches to enhance the efficiency, scalability,
and sustainability of next-generation lithium-ion batteries. One of Solidion's most transformative innovations is its elastomer
protection technology, which utilizes a flexible polymer to encapsulate silicon particles and protect the entire electrode. This design
effectively addresses the mechanical stresses caused by silicon expansion during charge-discharge cycles, significantly improving battery
longevity and stability. Unlike common silicon anode production methods that rely on silane gas and chemical vapor deposition (CVD) processes,
Solidion's approach is silane-free and CVD-free, utilizing low-cost metallurgical-grade or reclaimed silicon as a feedstock. This
cost-effective and environmentally friendly method makes silicon anode technology more viable for mass adoption of suitable applications.

 Solidion has also pioneered a method to produce high-capacity silicon
anodes via CVD but without the use of toxic and explosive silane gas, thereby enhancing both the safety and sustainability of battery
manufacturing. This breakthrough is part of Solidion's extensive intellectual property portfolio, which encompasses over 525 active patents.
By eliminating the need for silane gas in silicon anode production, the overall cost is expected to decrease, making the product more
competitive, market-friendly, and potentially preventing the painful silane supply chain issue. These advancements are set to benefit
a wide range of applications, including energy storage systems and electric vehicles across land, air, and sea. Beyond silicon anode innovation,
Solidion is also advancing its graphene technology platform to enhance the electrical conductivity of Si-based anode materials. Integrating
graphene into Si/C composite anodes has demonstrated a 17% increase in electrical conductivity, addressing the common challenge of poor
power capability in Si/C or SiOx anode materials. This enhancement is achieved with minimal additional cost, making it a practical and
scalable solution for improving battery performance.

 Biochar-based
 anode to reduce CO 2 emissions

is pioneering the introduction of biochar-derived anode materials to the battery industry, offering a sustainable solution to reduce
CO emissions while enhancing the battery industry value chain. Unlike conventional graphite anodes, which rely on petroleum coke
and contribute significantly to carbon emissions, biochar provides an eco-friendly alternative. By utilizing biochar as a feedstock,
atmospheric CO can be partially offset, establishing a closed-loop carbon cycle. Additionally, CO emissions per unit weight
of product are projected to be 30% lower compared to petroleum-derived graphite. Solidion has successfully demonstrated a 200 mAh battery
cell incorporating an NMC cathode and biochar-derived anode materials, achieving approximately 1,000 cycles at a 0.3C charge/discharge
rate. While further optimization is required to enhance electrochemical performance and scalability, biochar-based anodes represent a
low-carbon solution for next-generation lithium-ion batteries, accelerating the transition toward more sustainable energy storage technologies.

 Electrolytes
 (flame-retardant polymer or hybrid electrolytes for solid-state batteries)

has developed a range of fire-retardant, quasi-solid, and hybrid solid electrolytes designed for scalability and compatibility with existing
lithium-ion battery manufacturing processes and facilities. Our solvent-in-salt and solvent-in-polymer electrolytes address the common
limitations of conventional fire-retardant formulations, such as high viscosity, poor wettability, and low ionic conductivity, which
can hinder electrode infiltration, increase internal resistance, and reduce power capability. Compatibility issues with electrodes and
separators, along with narrow electrochemical stability windows, have traditionally limited the adoption of fire-retardant electrolytes
in high-voltage lithium-ion batteries.

 Solidion's FireShield electrolytes
overcome these challenges with a process-friendly formulation that enables manufacturers to integrate solid-state or quasi-solid electrolyte-based
lithium batteries without requiring significant changes to existing production lines. Unlike conventional fire-retardant electrolytes,
which typically have a viscosity exceeding 47 mPa s, Solidion's formulations achieve approximately 3.7 mPa s, an order
of magnitude lower, ensuring efficient electrode wetting. Additionally, while traditional fire-retardant electrolytes exhibit ionic conductivity
as low as 0.63 mS/cm, Solidion's electrolytes demonstrate 1.74–1.98 mS/cm, significantly enhancing charge transport and overall
battery performance.

 These electrolytes have been successfully
tested in 100 mAh pouch cells utilizing NMC811 cathodes and SiOx/graphite anodes, delivering 800–900 cycles, proving their compatibility
and long-term stability. Additionally, Solidion has developed small prototype cells with quasi-solid electrolytes, derived from our fire-retardant
formulations. These prototype cells demonstrate rate capabilities comparable to conventional carbonate-based electrolytes, while offering
superior safety performance, significantly reducing thermal runaway risks.

 Solidion's next-generation battery
technology is poised to deliver higher capacity, longer cycle life, enhanced safety, and fast-charging capability—all while minimizing
costs. With graphene- and elastomer-protected lithium-metal anodes, Solidion is driving the transition toward a quasi-solid and solid-state
battery industry, solidifying its leadership in safer, more efficient, and scalable energy storage solutions.

 Our Competitive Strengths

 Differentiated Battery Technology
Solidion stands apart in next-generation battery technology by offering silicon anodes, biochar-based anodes, and innovative electrolytes
that deliver higher energy density, lower costs, and greater sustainability than conventional solutions. Unlike most silicon anode manufacturers
that rely on silane gas and chemical vapor deposition (CVD), Solidion has developed silane-free, CVD-free production methods using low-cost
metallurgical-grade or reclaimed silicon, reducing both manufacturing costs and supply chain dependency. Our elastomer protection technology
is a breakthrough in mitigating negative effects resulted from silicon expansion—a challenge that has hindered widespread adoption
of silicon anodes. Solidion has also pioneered a silane-free CVD process to produce Si/C at a lower cost per our projection. Additionally,
our graphene-enhanced Si-based anodes provide a 17% increase in electrical conductivity, a key differentiator that improves power output
with minimal cost, addressing a common limitation in Si/C and SiOx composite anodes used by other manufacturers.

 Beyond silicon anodes, Solidion is among the few
companies pioneering biochar-derived anodes, providing a 30% lower CO footprint compared to petroleum-based graphite, aligning
with the industry's push for low-carbon battery materials. While competitors focus on graphite from fossil-fuel sources, Solidion's
biochar-based approach establishes a closed-loop carbon cycle, reducing environmental impact while maintaining high electrochemical performance.
Our 200 mAh prototype cell, integrating biochar anodes and an NMC cathode, has achieved 1,000 cycles at 0.3C, demonstrating its viability
as a scalable, sustainable alternative to conventional anodes.

 In battery safety and manufacturability, Solidion
differentiates itself with its FireShield electrolyte technology, including solvent-in-salt and solvent-in-polymer electrolytes,
designed for seamless integration into existing lithium-ion battery manufacturing lines. While many competitors require entirely new processes
and equipment for solid-state battery production, Solidion's electrolytes enable a cost-effective transition to quasi-solid and
solid-state batteries without major infrastructure changes. Additionally, our graphene- and elastomer-protected lithium-metal anode technology
is a key enabler for the widespread commercialization of lithium-metal batteries, offering both higher energy density and improved cycle
life. By integrating breakthrough materials with scalable, production-friendly solutions, Solidion is setting a new industry standard,
driving the battery sector toward safer, longer-lasting, and more environmentally responsible energy storage technologies.

 Strong intellectual property and expertise
in silicon, graphite, and safe electrolyte domains Solidion Technology boasts a robust IP portfolio of over 525 active
patents, crucial for next-generation EV batteries. As a pioneer in disruptive battery innovations, including graphene-enabled, polymer-protected,
and solid-state technologies, Solidion holds over 100 key U.S. patents for enhanced silicon materials, 35+ for fire-resistant electrolytes,
and 70+ for advanced solid-state and lithium metal batteries. This IP enables cutting-edge solutions like high-performance silicon anodes,
cobalt-free cathodes, and protected lithium metal anodes.

 Solidion Technology has a robust and expansive intellectual property
(IP) portfolio, comprising over 525 active and high-value patents, many of which are central to the next generation of electric vehicle
(EV) battery technologies. The Company is a pioneer in disruptive battery innovations, including graphene-enabled batteries, elastic polymer-protected
batteries, quasi-solid and solid-state electrolytes, as well as advanced hybrid electrolytes. Solidion's portfolio includes over 100 key
U.S. patents related to graphene- and polymer-enhanced silicon-based materials, more than 35 patents for fire-resistant electrolytes,
and over 70 patents focused on next-generation solid-state and lithium metal battery technologies. This vast IP foundation provides the
EV industry with cutting-edge solutions, such as silicon-rich anodes with superior performance-to-cost ratios, cobalt-free sulfur cathodes,
process-friendly solid-state electrolytes, and protected lithium metal anodes. Additionally, Solidion's innovations extend to advanced
current collectors that enhance battery cycle life and performance under extreme conditions. With patent expirations ranging from 2028
to 2040, Solidion's IP offers a long-term competitive advantage, with most of the patents owned outright by the Company, ensuring strategic
flexibility and ongoing leadership in the battery technology sector.

 Strategic Partnerships In November
2024, Solidion entered into strategic partnership with Taiwan-based Giga Solar Materials Corp. and Bluestar Materials Company, marking
a significant step toward the advancement of SiOx anode materials production in the United States. This collaboration aims to develop
high-quality SiOx anode solutions for lithium-ion batteries. With Bluestar's design expertise, Giga Solar's manufacturing
experience, and Solidion's cutting-edge technologies, the partnership is set to strengthen North America's lithium battery materials
supply chain, meeting the increasing demand for electric vehicle (EV) batteries and energy storage systems.

 The alliance leverages Solidion's expansive
patent portfolio and R&D capabilities to optimize SiOx anode production, which offers a fivefold increase in specific capacity over
traditional graphite. This innovation is key to enhancing battery energy density, thus improving EV range and durability. Solidion and
Giga Solar, with a combined 100 Metric Tons per Annum (MTA) capacity in Taiwan, are exploring U.S.-based manufacturing opportunities to
further their market share in the rapidly expanding EV and energy storage sectors.

 Our Products

 Anode Materials Our product portfolio includes graphite-based
anode materials, distinguished by our commitment to utilizing raw materials from sustainable sources. As part of our efforts to contribute
to the goal of net-zero greenhouse gas emissions by 2050, we are scrutinizing our entire supply chain to identify opportunities for reducing
environmental impacts. Graphite, a critical component in rechargeable batteries due to its longevity and cost-efficiency, is traditionally
derived from petroleum coke and pitch. Solidion's innovative approach introduces biochar produced from waste biomass as an alternative
feedstock. This sustainable process not only sequesters carbon but may also result in carbon-negative production. By leveraging biochar,
Solidion aims to produce anode-grade graphite with exceptional performance. By the end of 2024, Solidion's anode materials containing
biochar-derived materials have achieved a capacity of over 340 mAh/g and comparable cycle life to conventional graphite anodes, marking
a significant step towards more environmentally responsible battery manufacturing. Solidion has also developed a series of silicon and
SiOx anode materials that enable a significantly higher energy density (for example, an expected 20-30% increase in the EV driving range)
likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour ("kWh") when production in scale occurs.
The specific capacity of these products range from 1,300 to 2,800 mAh/g aiming to suit different applications including EV, energy storage
stations, drones, and consumer electronics.

 Battery Cells To rigorously validate the performance
of its innovative anode materials, Solidion is actively engaged in the development and testing of a diverse portfolio of battery cells.
By the close of 2024, Solidion, in collaboration with strategic partners, has successfully constructed and evaluated over three distinct
types of cylindrical cells, each featuring either our advanced silicon (Si) or graphite-based anodes. These cells showcase a wide range
of capabilities, with capacities spanning from 4.6 to an impressive 5.5Ah.

 Notably, our high-energy 5.5Ah 21700 cylindrical cell represents a
significant leap forward in battery technology. This cell not only achieves an exceptional energy density of 305 Wh/kg, surpassing the
typical 240-260 Wh/kg offered by established Asian manufacturers in the same high-energy category, but also delivers superior power performance.
It boasts a continuous charging and discharging capability exceeding 2C, a substantial improvement over the performance less than 1C typically
seen in competitor products. This combination of high energy density and robust power handling makes our 5.5Ah cell ideally suited for
applications demanding both sustained energy delivery and moderate to high power output, such as advanced electric vehicles and high-performance
portable electronics.

 Furthermore, Solidion is actively developing cell variants tailored
for applications requiring even higher power capabilities. These cells have already demonstrated impressive fast-charging capabilities,
exceeding 3C, enabling rapid replenishment of energy and minimizing downtime. This focus on high-power cells underscores our commitment
to addressing the diverse needs of the evolving energy storage market.

 Beyond anode advancements, Solidion is also pioneering the development
of next-generation electrolytes. As previously mentioned, we have successfully formulated fire-retardant and quasi-solid electrolytes,
demonstrating their performance through the construction of small prototype cells. These electrolytes represent a significant step towards
enhancing battery safety, a critical consideration in today's demanding applications. Looking ahead, Solidion intends to scale up production
of these electrolyte-based cells, manufacturing larger format cells in common practical sizes. This initiative will not only validate
the performance of our advanced electrolytes in real-world scenarios but also pave the way for the development of safer and more reliable
energy storage solutions. By integrating our innovative anode materials with these advanced electrolytes, Solidion is poised to deliver
a new generation of high-performance, safe, and sustainable batteries. The development of larger cells with advanced electrolytes is scheduled
to conclude in 2025.

 Our Growth Strategy

 Battery Development for Customers Solidion's core strategy
revolves around the meticulous design and rigorous testing of advanced battery cells, tailored to meet the specific needs of our customers
and the broader market. We are dedicated to developing a diverse array of cell types, encompassing both cylindrical and pouch formats,
with varying dimensions to accommodate a wide range of applications. Our approach is deeply rooted in materials innovation, leveraging
our proprietary silicon and graphite-based anodes, alongside our fire-retardant and quasi-solid electrolytes. This allows us to precisely
engineer cell performance characteristics, focusing on achieving optimal energy density, power output, and safety. Each cell design undergoes
exhaustive testing protocols, including cycle life analysis, rate capability assessments, and safety evaluations, to ensure it meets the
highest standards of performance and reliability. We are committed to pushing the boundaries of battery technology, exploring novel electrode
configurations and electrolyte formulations to unlock new levels of performance. Through close collaboration with our customers, we meticulously
refine our designs, incorporating feedback and tailoring solutions to address unique application requirements. Whether a client seeks
a high-energy cell for an extended runtime, a high-power cell for rapid discharge, or a cell with enhanced safety features, Solidion's
dedicated team of engineers and scientists is focused on delivering innovative and reliable battery solutions.

 Leverage existing global toll manufacturing capacity to produce
batteries Solidion's growth strategy is strategically designed to capitalize on existing global toll manufacturing capabilities,
enabling us to efficiently and cost-effectively meet the burgeoning demand for our advanced battery cells. Recognizing the critical need
to provide customers with sample cells in larger, application-relevant formats, we are leveraging partnerships with established manufacturing
facilities worldwide, including those within the United States. While Solidion's current infrastructure for cell fabrication focuses on
research and development, these collaborative relationships allow us to rapidly scale production and deliver customized cell prototypes
without significant capital expenditure. By partnering with experienced toll manufacturers, we gain access to established production lines,
quality control systems, and logistical expertise, ensuring consistent product quality and timely delivery. This approach not only facilitates
the efficient production of sample cells for customer evaluation but also provides a robust pathway for Solidion to explore and penetrate
the broader battery cell market. As we receive customer orders, we will continue to collaborate with our global network of toll manufacturing
partners, ensuring seamless and scalable production. This strategic approach allows us to embrace the inherent low-cost advantages of
toll manufacturing at mass-production scales, optimizing our operational efficiency and enabling us to offer competitive pricing. Furthermore,
this model allows Solidion to remain agile, adapting quickly to market fluctuations and customer demands without the constraints of owning
and operating large-scale manufacturing facilities. By fostering strong relationships with our toll manufacturing partners, we are building
a resilient and adaptable supply chain, positioning Solidion for sustained growth and success in the rapidly evolving battery industry.

 Partnership Development and Expansion Solidion remains committed
to strengthening its strategic partnerships with Giga Solar and Bluestar to advance the development and commercialization of SiOx anode
materials and innovative production processes. By leveraging the combined expertise and resources of these partnerships, Solidion aims
to optimize manufacturing efficiency and accelerate market adoption. Additionally, the Company intends to collaborate closely with EV
OEMs and toll-manufacturing partners to develop and scale the production of advanced battery materials and cells. The long-term objective
is to integrate these next-generation energy storage solutions into EVs, drones, and other high-performance applications, supporting
the broader transition to sustainable transportation and energy systems.

 Advancing Battery Technologies Solidion is dedicated
to advancing battery technologies to maintain its leadership in the dynamic energy storage sector. We understand that significant progress
demands a comprehensive strategy, encompassing both material and cell-level innovations. Our persistent research efforts concentrate on
refining and optimizing essential components, including anodes, cathodes, and electrolytes, to create integrated systems that achieve
exceptional performance. We strive to seamlessly incorporate these advancements into battery cells designed to meet the diverse and evolving
needs of our customers across various applications. Utilizing our extensive expertise, Solidion is committed to developing future products
that not only feature cutting-edge technology but also emphasize manufacturability, ensuring efficient scalability and cost-effectiveness.
To reinforce our position as a technological pioneer, we sustain a substantial investment in research and development, focusing on pivotal
areas such as cell chemistry and architecture, next-generation battery materials, and advanced manufacturing techniques. This continuous
investment enables us to expand and strengthen our intellectual property portfolio, securing our ability to deliver transformative battery
solutions that address the energy storage demands of the future.

 Expanding our end markets and applications Solidion's
strategy for growth includes a deliberate expansion of our end markets and applications. While our core focus remains on strengthening
our battery material production capabilities, we recognize the significant opportunity presented by the cell business. By leveraging
our established partnerships with global toll manufacturers, we plan to integrate our advanced material products and technologies into
a diverse range of battery cells, tailored to meet the specific requirements of various end users. This strategic move allows us to extend
our reach beyond material supply and directly address the needs of growing markets. Our target applications include, but are not limited
to, EV vehicles, where foreign manufacturers are seeking U.S. partnerships to mitigate potential tariffs, production of silicon-based
alloys, where domestic sourcing requirements demand U.S. entity control, consumer electronics, where demand for high-performance, compact
batteries is increasing, residential energy storage systems, which require reliable and long-lasting solutions, and the rapidly expanding
drone market, where lightweight, high-energy-density cells are crucial. By diversifying our offerings and entering these dynamic sectors,
Solidion aims to solidify its position as a comprehensive provider of innovative energy storage solutions.

 Our Research and Development

 Solidion is continuously advancing energy storage technologies, refining
innovations for commercial applications while expanding research and development initiatives. Our focus is on enhancing key performance
characteristics and broadening the applications of our battery technologies, including anode materials, electrolytes, and next-generation
energy storage solutions beyond lithium-ion. Our ongoing R&D efforts include:

 Advancing Material Structures and Manufacturing Processes:
We are refining biochar-based, silicon-based, and SiOx-based anode materials by optimizing their structure and composition. Efforts include
surface modifications, such as graphene and elastomer coatings, and production process enhancements. A key focus is the development of
a silane-free production process for Si/C materials, which has the potential to significantly reduce manufacturing costs.

 Enhancing Battery Life: We are working on a range of
electrolyte additives and binders designed to improve the cycle life of silicon-based battery cells while maintaining critical performance
characteristics, such as energy density.

 Increasing Energy Density and Power Capability: We are
actively exploring alternative cell designs and cathode materials to enhance energy storage capacity and power output.

 Developing Larger Cell Form Factors: Currently, we produce
5Ah 21700 cylindrical cells and pouch cells up to approximately 1Ah. As we expand our customer base, we are developing larger-format batteries
to support broader energy storage applications, including electric vehicles, drones, and consumer electronics. We also are working on
building larger cells that incorporate our fire-retardant and quasi-solid electrolytes to provide safer battery cells to the market.

 Supply

 Solidion plans to become a supplier of solid-state
cells (for the EV, energy storage systems and portable electronics markets) and certain battery components/materials (for example,
graphite-, Si oxide-, and Si-rich anode materials and electrolytes) to select customers or strategic partners.

 Our business is not raw-material-limited. As an
example, 100,000 tons of graphite requires about 400,000 tons of biomass, which is just 0.015% of the total available source of 2,700 million
tons available per year. 900 million tons of forest residues and wood processing residues combined are available, and an additional
1,800 million tons of biomass feedstock are available from the following species: distillers grains, orchard waste, almond shells,
mixed paper, corn waste, saw dust, switch-grass, cane bagasse, wheat straw, timber, acacia wood waste, fruit bunch, cassava waste and
palm kernel shell.

 We plan to begin with the toll manufacturing/joint
venture ("TM/JV") model for commercializing the solid-state battery technologies. At a later stage, we may consider building
our own facilities for producing certain specialty cells (such as bipolar or high-voltage cells) responsive to market demands. We expect
the TM/JV partners to acquire silicon-rich anode materials and electrolyte formulations from us as part of the TM/JV agreement. We will
also supply both graphite-dominant and silicon-rich anode materials to customers that choose to use liquid electrolytes in their lithium-ion
cells.

 Intellectual Property

 Solidion has a portfolio of over 525 high-value
active patents. This portfolio contains many key patents for next generation EV batteries. Solidion is the inventor of graphene-enabled
batteries, elastic polymer-protected batteries, quasi-solid electrolytes, elastomeric solid-state electrolytes, advanced polymer/inorganic
hybrid electrolytes, and numerous other disruptive battery technologies. This massive intellectual portfolio provides the EV industry
with what we believe to be several key enabling battery technologies, such as silicon-rich anode having the highest performance/cost ratio,
the highest-capacity sulfur cathode materials (free of cobalt, nickel and manganese), the most process-friendly solid-state electrolytes,
protected lithium metal anode, fast chargeability, aluminum-ion cells and sodium-ion cells. Solidion holds more than 100 key U.S. patents
on graphene- or polymer-enhanced silicon-based materials. It holds more than 35 key U.S. patents on fire-resistant electrolytes for
lithium batteries. It holds more than 70 U.S. patents on key technologies for next-generation all-solid state or lithium metal batteries.
It also holds advanced current collector patents; these technologies are capable of extending cycle life and improving operating temperatures
and voltages. The year of expiration of these key U.S. patents generally ranges from as early as 2028 to as late as 2040. Most of the
intellectual property to be utilized by Solidion is intellectual property that is owned by Solidion (having been transferred from G3 to
Solidion via the Patent Assignment, dated as of February 8, 2023 (the "Patent Assignment")). Solidion licenses a relatively
small number of patents relating to graphene and graphite production from G3 pursuant to the Supply and License Agreement, under which
there are no significant limitations. These patent rights are licensed on an irrevocable, non-exclusive, royalty-free basis.

 The strong IP portfolio enables Solidion to become a market and technology
leader in the battery space for decades to come.

 Competition

 We compete directly and indirectly with current
battery manufacturers and with an increasing number of companies that are developing new battery technologies and chemistries to address
the growing market for electrified mobility solutions. The EV battery industry is fast-growing and highly competitive. We primarily compete
with other silicon anode materials companies globally, such as Sila Nanotechnologies Inc., Group 14 Technologies, Inc., Enovix Corporation,
Enevate Corporation, Nexeon Ltd., Storedot Ltd., BTR New Energy Material Ltd., Shanshan Corporation, and Berzelius. Some competitors produce
silicon anode materials via CVD, which is believed to be expensive and challenging to scale up, and require explosive gaseous raw materials.
In contrast, our patented technologies are expected to allow us to produce highly scalable low-cost silicon-rich products that could be
compatible with solid-state and liquid-state electrolytes and have greater energy density and lower cost per kilowatt hour.

 We also compete with graphite anode materials
companies globally, such as BTR New Energy Material Ltd., Shanshan Corporation, Kaijin New Energy Technology Co. Ltd., Zichen New Materials
Technology Co., Ltd., XFH Technology Co., Ltd., Zhongke Shinzoom Technology Co., Ltd., POSCO Future M Co., Ltd., Resonac Holdings Corporation,
Mitsubishi Chemical Corporation, Sinuo Industrial Development Co., NOVONIX Limited, Anovion Technologies, etc. While the competitors produce
synthetic graphite by using petroleum coke as a raw material, Solidion's products contain biochar-derived anode materials which
offset CO 2 from the atmosphere and reduce the overall CO 2 emissions considering raw materials.

 Additionally, Solidion may be perceived to compete with certain other
solid-state or lithium metal battery companies, such as QuantumScape, Solid Power and SES. However, we view these companies as potential
strategic partners, not competitors. For instance, Solidion has complementary IP that can help each of these companies accelerate the
commercialization of their lithium metal batteries (for example, by providing graphene/elastomer-protected Li metal anode technologies).
Our lithium metal protection technologies are capable of addressing certain known issues associated with rigid inorganic solid electrolytes,
such as large electrode/electrode interfacial impedance and the typically high stack-holding pressure. Solidion's solid state batteries
are expected to be produced at scale and cost-effectively using current lithium-ion cell production process and equipment, thus enabling
fast time-to-market compared to all-solid-state batteries. This versatile platform technology could potentially transform the lithium-ion
battery industry into producers of safe, solid-state batteries for EV, ESS, consumer electronics, and other power storage applications.
As Solidion plans to extend its business to battery cells, Solidion competes with leading tier-one battery manufacturers, including Amperex
Technology Limited (ATL), Contemporary Amperex Technology Co., Limited (CATL), LG Chem Ltd., Murata Manufacturing Co., Ltd., Panasonic
Industry Co., Ltd., and Samsung SDI Co., Ltd. These companies possess significant financial resources, well-established supply chains,
and strong relationships with automotive and electronics manufacturers.

 Human

 We believe that our success is driven by our team
of technology innovators and experienced business leaders. We seek to hire and develop employees who are dedicated to our strategic mission.
As of December 31, 2024, we employed 28 full time employees.

 We
are committed to maintaining equitable compensation programs including equity participation. We offer market-competitive salaries and
strong equity compensation aimed at attracting and retaining team members capable of making exceptional contributions to our success.
Our compensation decisions are guided by the external market, role criticality, and the contributions of each team member.

 Facilities

 Our
corporate headquarters are located at 13355 Noel Rd., Suite 1100, Dallas, Texas, and our telephone number is (972) 918-5120.

 Our
Research and development and manufacturing operations are located in Dayton, Ohio, where we own a building of approximately 27,646 square
feet and lease a building of approximately 7,097 square feet.

 For more information, please visit www.solidiontech.com
or contact Investor Relations.

 Government
Regulation and Compliance

 There
are government regulations pertaining to battery safety, transportation of batteries, use of batteries in vehicles, factory safety and
disposal of hazardous materials. We will ultimately have to comply with these regulations to sell our battery products into market.

 For
example, we expect to become subject to federal and state environmental laws and regulations regarding the handling and disposal of hazardous
substances and solid waste, to include electronic waste and battery cells. These laws regulate the generation, storage, treatment, transportation,
and disposal of solid and hazardous waste and may impose strict, joint and several liability for the investigation and remediation of
areas where hazardous substances may have been released or disposed. In the course of ordinary operations, we, through third parties
and contractors, might in the future handle hazardous substances within the meaning of the Comprehensive Environmental Response, Compensation,
and Liability Act ("CERCLA") and similar state statutes and, as a result, may be jointly and severally liable for all or
part of the costs required to clean up sites at which these hazardous substances have been released into the environment. We might also
become subject to the strict requirements of the Resource Conservation and Recovery Act ("RCRA") and comparable state statutes
for the generation or disposal of solid waste, which may include hazardous waste.

expects to use existing factories to produce solid-state batteries. The Occupational Safety and Health Act ("OSHA"), and
comparable laws in other jurisdictions, regulate the protection of the health and safety of workers in such factories. In addition, the
OSHA hazard communication standard requires that information be maintained about any hazardous materials used or produced in operations
and that this information be provided to employees, state and local government authorities, and the public.

 The
use, storage and disposal of battery packs is regulated under federal law. We expect any batteries we produce will be required to conform
to mandatory regulations governing the transport of "dangerous goods" that may present a risk in transportation, which includes
lithium-ion batteries, and are subject to regulations issued by the Pipeline and Hazardous Materials Safety Administration ("PHMSA").
These regulations are based on the UN Recommendations on the Safe Transport of Dangerous Goods Model Regulations and related UN Manual
Tests and Criteria. The regulations vary by mode of transportation when these items are shipped, such as by ocean vessel, rail, truck
or air.

 We
expect that the EVs that would use our battery technology would be subject to numerous regulatory requirements established by the National
Highway Traffic Safety Administration ("NHTSA"), including applicable U.S. federal motor vehicle safety standards ("FMVSS").
EV manufacturers must self-certify that the vehicles meet or are exempt from all applicable FMVSSs before a vehicle can be imported into
or sold in the U.S. There are numerous FMVSSs that we expect would apply to vehicles that would use our battery technology. Examples
of these requirements include:

 Electric
 Vehicle Safety — limitations on electrolyte spillage, battery retention and avoidance
 of electric shock following specified crash tests;

 Crash
 Tests for High-Voltage System Integrity — preventing electric shock from high voltage
 systems and fires that result from fuel spillage during and after motor vehicle crashes.

 These
standards and regulations cover various aspects of battery safety, including electrical safety, mechanical safety, thermal safety, and
environmental safety. They are developed by organizations such as the Society of Automotive Engineers (also known as SAE), Underwriters
Laboratories ("UL"), and regulatory bodies such as NHTSA to ensure that batteries used in EVs meet specific safety requirements
before being installed in a vehicle. There are significant similarities among these standards; different EV makers require the battery
suppliers to follow different standards. We will work with UL and select EV makers to determine the required tests and to obtain the
necessary safety certifications.

 The
United States Advanced Battery Consortium (also known as USABC) provides the Battery Abuse Testing Manual for Electric and Hybrid Vehicle
Applications, which defines abuse tests for rechargeable energy storage systems ("RESSs") used in electric vehicle applications.
These tests evaluate the response of RESS technologies to conditions or events that are outside of normal use. The manual recommends
tests such as controlled crush, penetration, thermal ramp, overcharge, and external short circuit tests across the cell, module, and
pack levels (except for thermal ramp testing at the pack level due to practical limitations). We plan to conduct internal safety tests
at the cell levels, including nail penetration, overcharging, and over-discharging at elevated temperatures, during the final research
and development and prototyping stages. For the remaining safety tests at the cell level, we will rely on third parties, such as UL,
for safety certification purposes. We will also collaborate with EV manufacturers to perform safety tests at the module and pack levels.

 The
timeline for conducting safety tests on batteries for EVs will vary depending on factors such as the battery type, required testing standards,
and the availability of testing facilities. Typically, it takes several weeks to months to complete all the necessary safety tests at
each level. Additionally, if any issues or failures are identified during the testing process, additional time may be required to address
these issues and retest the battery.

 For more information, see "Risk Factors — Risks Related
to Legal and Regulatory Compliance" discussing regulations and regulatory risks related to product liability, tax, employment, export
controls, trade, data collection, privacy, environmental, health and safety, anti-corruption and anti-bribery compliance.

 Legal
Proceedings

 There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacity as such.

 ITEM 1A.
RISK FACTORS

 Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks and uncertainties
described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related
notes thereto included elsewhere in this Annual Report on Form 10-K. Our business, financial condition, results of operations or prospects
could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of
the risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. In that
event, the market price of our securities could decline, and you could lose part or all of your investment.

 Risks
Related to Solidion's Business and Operations

 Risks
Related to Development and Commercialization

 If
our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected.

 Our
batteries may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls
and design changes. Our batteries are inherently complex and incorporate technology and components that have not been used for certain
applications and that may contain defects and errors, particularly when first introduced to such applications. Although our batteries
undergo quality control testing prior to release for shipment, there can be no assurance that we will be able to detect and fix all defects
prior to shipment, and nonconformances, defects or errors could occur or be present in batteries that we release for shipment to customers.
If our batteries fail to perform as expected, our customers may delay deliveries, our customer may terminate orders or we may initiate
product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition,
prospects and results of operations.

 Our
battery architecture is different from our peers' and may behave differently in customer use applications, certain applications
of which we have not yet evaluated. This could limit our ability to deliver to certain applications. In addition, our historical data
on the performance and reliability of our batteries is limited, and therefore our batteries could fail unexpectedly in the field resulting
in significant warranty costs or brand damage in the market. Further, the structure of our battery is different from traditional lithium-ion
batteries and therefore our batteries could be susceptible to different and unknown failure modes leading our batteries to fail and cause
a safety event in the field. Such an event could result in the failure of our end customers' product as well as the loss of life
or property, resulting in severe financial penalties for us, including the loss of revenue, cancelation of supply contracts and the inability
to win new business due to reputational damage in the market. In addition, consistent with industry norms, we would anticipate that when
we enter into agreements to supply our battery products to end product manufacturers, that the terms of these agreements may require
us to bear certain costs relating to recalls and replacements of end products when such recalls and replacements are due to defects of
our battery products that are incorporated in such end products.

 OEMs
may elect to pursue other battery cell technologies, which likely would impair our revenue generating ability.

 OEMs
are motivated to develop and commercialize improved battery cell technologies. To that end, OEMs partners have invested, and are likely
to continue to invest in the future, in their own development efforts and, in certain cases, in joint development agreements with our
current and future competitors. If other technology is developed more rapidly than our high-capacity anode and high-energy solid-state
battery technology, or if such competing technologies are determined to be more efficient or effective than our high-capacity anode
and high-energy solid-state battery technology, our partners may elect to adopt and install a competitor's technology or products
over ours, which could materially impact our business, financial results, and prospects.

 We
have only conducted preliminary safety testing on our high-capacity anode and high-energy solid-state battery technology, and our technology
will require additional and extensive safety testing prior to being installed in electric vehicles.

 To
achieve acceptance by automotive OEMs, our anticipated commercial-sized our high-capacity anode and high-energy solid-state
battery technology will have to undergo extensive safety testing. We cannot assure you such tests will be successful, and we may identify
different or new safety issues in our development or the commercial cells that have not been present in our prototype cells. If we have
to make design changes to address any safety issues, we may have to delay or suspend commercialization, which could materially damage
our business, prospects, financial condition, operating results and brand.

 We
rely on complex equipment for our operations, and production involves a significant degree of risk and uncertainty in terms of operational
performance and costs.

 We
rely heavily on complex equipment for our operations and the production of our high-capacity anode and high-energy solid-state battery
technology. The work required to integrate this equipment into the production of our high-capacity anode and high-energy solid-state
battery technology is time intensive and requires us to work closely with the equipment providers to ensure that it works properly with
our proprietary technology. This integration involves a degree of uncertainty and risk and may result in the delay in the scaling up
of production or result in additional cost to our high-capacity anode and high-energy solid-state battery technology.

 Our
current manufacturing facilities require, and we expect our future manufacturing facilities will require, large-scale machinery and equipment.
Such machinery and equipment may unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be
available when needed. In addition, because this equipment has historically not been used to build our high-capacity anode
and high-energy solid-state batteries, the operational performance and costs associated with this equipment is difficult to predict and
may be influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components
of our products in a timely manner and at prices and volumes acceptable to us, environmental hazards and associated costs of remediation,
difficulty or delays in obtaining governmental permits, damages or defects in systems, industrial accidents, fires, seismic activity
and other natural disasters.

 Problems
with our manufacturing equipment could result in the personal injury to or death of workers, the loss of production equipment, damage
to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production. In addition, in some cases operational
problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities. Any of
these operational problems, or a combination of them could have a material adverse effect on our business, results of operations, cash
flows, financial condition or prospects.

 We
may obtain licenses on technology that has not been commercialized or has been commercialized only to a limited extent, and the success
of our business may be adversely affected if such technology does not perform as expected.

 From
time to time, we may license from third parties technologies that have not been commercialized or which have been commercialized only
to a limited extent. These technologies may not perform as expected within our high-capacity anode and high-energy solid-state batteries
and related products. If the cost, performance characteristics, manufacturing process or other specifications of these licensed technologies
fall short of our targets, our projected sales, costs, time to market, competitive advantage, future product pricing and potential operating
margins may be adversely affected.

 Substantial
increases in the prices for our raw materials and components, some of which are obtained from a limited number of sources where demand
may exceed supply, could materially and adversely affect our business.

 We
rely on third-party suppliers for components and equipment necessary to develop our high-capacity anode and high-energy solid-state
battery technology. We face risks relating to the availability of these materials and components, including that we will be subject to
demand shortages and supply chain challenges and generally may not have sufficient purchasing power to eliminate the risk of price increases
for the raw materials and tools we need. To the extent that we are unable to enter into commercial agreements with our current suppliers
or our replacement suppliers on favorable terms, or these suppliers experience difficulties meeting our requirements, the development
and commercial progression of our high-capacity anode and high-energy solid-state battery technology and related technologies may
be delayed.

 Separately,
we may become subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices. We may
be required to incur substantial costs to comply with these requirements, which may include locating new suppliers if certain issues
are discovered. We may not be able to find any new suppliers for certain raw materials or components required for our operations, or
such suppliers may be unwilling or unable to provide us with products.

 Any
disruption in the supply of components, equipment or materials could temporarily disrupt research and development activities or production
of our high-capacity anode and high-energy solid-state battery technology until an alternative supplier is able to supply the required
material. Changes in business conditions, unforeseen circumstances, governmental changes, and other factors beyond our control or which
we do not presently anticipate, could also affect our suppliers' ability to deliver components or equipment to us on a timely basis.
Any of the foregoing could materially and adversely affect our results of operations, financial condition and prospects.

 Currency
fluctuations, trade barriers, tariffs or shortages and other general economic or political conditions may limit our ability to obtain
key components or equipment for our high-capacity anode and high-energy solid-state battery technology or significantly increase
freight charges, raw material costs and other expenses associated with our business, which could further materially and adversely affect
our results of operations, financial condition and prospects.

 We
may be unable to adequately control the costs associated with our operations and the components necessary to build our high-capacity
anode and high-energy solid-state batteries, and, if we are unable to control these costs and achieve cost advantages in our production
of our high-capacity anode and high-energy solid-state batteries at scale, our business will be adversely affected.

 We
require significant capital to develop our high-capacity anode and high-energy solid-state battery technology and expect to incur
significant expenses, including those relating to research and development, raw material procurement, leases, sales and distribution
as we build our brand and market our technologies, and general and administrative costs as we scale our operations. Our ability to become
profitable in the future will not only depend on our ability to successfully develop and market our high-capacity anode and high-energy
solid-state battery technology, but also to control our costs. If we are unable to efficiently design, appropriately price, sell and
distribute our high-capacity anode and high-energy solid-state battery technology, our anticipated margins, profitability and prospects
would be materially and adversely affected.

 If
we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed.

 Our
success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, and our operations
may be severely disrupted if we lost their services. As we build our brand and become more well known, there is increased risk that competitors
or other companies will seek to hire our personnel. Our success also depends on our continuing ability to identify, hire, attract, train
and develop other highly qualified personnel. Competition for these employees can be intense, and our ability to hire, attract and retain
them depends on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified
personnel in the future, and our failure to do so could seriously harm our business and prospects.

 In
addition, we are highly dependent on the services of our senior technical and management personnel, including our executive officers,
who would be difficult to replace. Further, our Executive Chairman and Chief Science Officer will continue to be employed by G3 following
the closing of the business combination, and his time and attention may be diverted from Solidion's business, which may have an
impact on our business. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating
existing personnel, we may be unable to grow effectively and our business, financial condition, results of operations and prospects could
be adversely affected.

 Our
insurance coverage may not be adequate to protect us from all business risks.

 We
may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God, and other claims
against us, for which we may have no insurance coverage. As a general matter, the policies that we do have may include significant deductibles,
and we cannot be certain that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that
is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could adversely affect our financial condition
and operating results. Furthermore, although we plan to obtain and maintain insurance for damage to our property and the disruption of
our business, this insurance may be challenging to obtain and maintain on terms acceptable to us and may not be sufficient to cover all
of our potential losses.

 Our
facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events, including
fire and explosions.

 We
currently conduct our operations in two facilities in Dayton, Ohio. Our current and future development and manufacturing facilities or
operations could be adversely affected by events outside of our control, such as natural disasters, wars, health pandemics and epidemics
such as potential virus pandemics, and other calamities. We cannot assure you that any backup systems will be adequate
to protect us from the effects of fire, explosions, floods, cyber-attacks (including ransomware attacks), typhoons, earthquakes, power
loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events
may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the
loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to conduct our research and
development activities as and on the timeline currently contemplated.

 Risks
Related to Industry and Market Trends

 The
battery cell market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing
and maintaining confidence in our long-term business prospects among current and future partners and customers.

 The
battery cell market in which we compete continues to evolve and is highly competitive. To date, we have focused our efforts on our high-capacity
anode and high-energy solid-state battery technology, a promising alternative to conventional lithium-ion battery cell technology.
However, lithium-ion battery cell technology has been widely adopted and our current competitors have, and future competitors
may have, greater resources than we do and may also be able to devote greater resources to the development of their current and future
technologies. These competitors also may have greater access to customers and may be able to establish cooperative or strategic relationships
amongst themselves or with third parties that may further enhance their resources and competitive positioning. In addition, traditional lithium-ion battery
cell manufacturers may continue to reduce cost and expand supply of conventional batteries and, therefore, reduce the prospects for our
business or negatively impact the ability for us to sell our products at a market-competitive price and yet at sufficient margins.

 Many
automotive OEMs are researching and investing in solid-state battery cell efforts and, in some cases, in battery cell development and
production. We do not have exclusive relationships with any OEM to provide their future battery cell technologies, and it is possible
that the investments made by these OEMs might result in technological advances earlier than, or superior in certain respect to, the high-capacity
anode and high-energy solid-state battery technology we are developing. There are a number of companies seeking to develop alternative
approaches to high-capacity anodes and solid-state battery cells. We expect competition in battery cell technology and electric vehicles
to intensify due to increased demand for these vehicles and a regulatory push for electric vehicles, continuing globalization, and consolidation
in the worldwide automotive industry. As new companies and larger, existing vehicle and battery cell manufacturers enter the high-capacity
anode and solid-state battery cell space, we may lose any perceived or actual technological advantage we may have in the marketplace
and suffer a decline in our position in the market.

 Furthermore,
the battery cell industry also competes with other emerging or evolving technologies, such as natural gas, advanced diesel and hydrogen-based
fuel cell powered vehicles. Developments in alternative technologies or improvements in batteries technology made by competitors may
materially adversely affect the sales, pricing and gross margins of our products. As technologies change, we will attempt to upgrade
or adapt our products to continue to provide products with the latest technology. However, our products may become obsolete, or our research
and development efforts may not be sufficient to adapt to changes in or to create the necessary technology to effectively compete. If
we are unable to keep up with competitive developments, including if such technologies achieve lower prices or enjoy greater policy support
than the lithium-ion battery cell industry, our competitive position and growth prospects may be harmed. Similarly, if we fail
to accurately predict and ensure that our high-capacity anode and high-energy solid-state battery technology can address customers'
changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from our high-capacity
anode and high-energy solid-state battery technology, our business will be harmed.

 We
must continue to commit significant resources to develop our high-capacity anode and high-energy solid-state battery technology
in order to establish a competitive position, and these commitments must be made without knowing whether our investments will result
in products potential customers will accept. There is no assurance we will successfully identify new customer requirements, develop and
bring our high-capacity anode and high-energy solid-state battery technology to market on a timely basis, or that products and technologies
developed by others will not render our high-capacity anode and high-energy solid-state battery technology obsolete or noncompetitive,
any of which would adversely affect our business and operating results.

 We
expect that automotive OEMs and top tier battery cell suppliers will be less likely to license our high-capacity anode and high-energy
solid-state battery technology if they are not convinced that our business will succeed in the long term. Similarly, suppliers and other
third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced
that our business will succeed in the long term. Accordingly, in order to build and maintain our business, we must instill and maintain
confidence among current and future partners, customers, suppliers, analysts, ratings agencies and other parties in our long-term financial
viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that
are largely outside of our control, such as:

 our
 limited operating history;

 market
 unfamiliarity with our products;

 delays
 in or impediments to completing or achieving our research and development goals;

 unexpected
 costs that automotive OEM and top tier cell partners may be required to incur to scale manufacturing,
 delivery and service operations to meet demand for electric vehicles containing our technologies
 or products;

 competition
 and uncertainty regarding the future of electric vehicles;

 the
 development and adoption of competing technologies that are less expensive and/or more effective
 than our products; and

 our
 eventual production and sales performance compared with market expectations.

 Our
future growth and success are dependent upon consumers' willingness to adopt electric vehicles.

 Our
growth and future demand for our products is highly dependent upon the adoption by consumers of alternative fuel vehicles in general
and electric vehicles in particular. The market for new energy vehicles is still rapidly evolving, characterized by rapidly changing
technologies, competitive pricing and factors, evolving government regulation and industry standards, and changing consumer demands and
behaviors. If the market for electric vehicles in general does not develop as expected, or develops more slowly than expected, our business,
prospects, financial condition and operating results could be harmed.

 The unavailability, reduction or elimination of, or uncertainty
regarding, government and economic incentives or subsidies available to us, end-users or OEMs could have a material adverse effect on
our business, financial condition, operating results and prospects.

 The availability of government incentives and subsidies available to
end-users and OEMs is an important factor considered by customers when purchasing EVs, and growth in the battery market will depend in
part on the availability and amounts of these subsidies and incentives for EVs. Currently, government programs, including in China and
Europe, favor the purchase of EVs, including through disincentives that discourage the use of gasoline-powered vehicles. In the United
States, the Inflation Reduction Act provides tax credits for the purchase of electric vehicles, and many U.S. states have banned the sale
of new gas-powered vehicles by 2035. Other states may follow. Given the current political climate in the United States, the future of
these incentives and subsidies for end-users and OEMs remains uncertain, including with respect to federal programs. Since taking office,
President Trump and certain Republican members of Congress have criticized the Inflation Reduction Act and clean energy initiatives, and
President Trump has stated that he supports revising current federal agency rules that incentivize the EV market and ending state emissions
waivers that limit gas-powered vehicle sales. If government laws or programs incentivizing the growth of the EV market are reduced or
eliminated, or the available benefits are exhausted earlier than anticipated, demand for EVs may decrease and our anticipated sales of
EV battery products could be adversely affected, which may adversely affect our business, financial condition, operating results and prospects.
Any reduction or elimination of government and economic incentives or subsidies may result in the diminished competitiveness of the alternative
fuel vehicle industry generally.

 We
may not succeed in attracting customers during the development stage or for high volume commercial production, and our future growth
and success depend on our ability to attract customers.

 We
may not succeed in attracting customers during our development stage or for high volume commercial production. Customers may be wary
of unproven products or not be inclined to work with less established businesses. In addition, if we are unable to attract new customers
in need of high-volume commercial production of our products, our business will be harmed.

 Automotive
OEMs are often large enterprises. Therefore, our future success will depend on our or our partners' ability to effectively sell
our products to such large customers. Sales to these end-customers involve risks that may not be present (or that are present
to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i) increased purchasing power
and leverage held by large customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated
risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase our products.

 Automotive
OEMs that are large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. In addition,
product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative,
processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality
and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions
that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to
business conducted with these potential customers.

 We
may not be able to accurately estimate the future supply and demand for our high-capacity anode and high-energy solid-state battery
technology, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail
to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.

 It
is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that
may emerge and affect our business. We anticipate being required to provide forecasts of our demand to our current and future suppliers
prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the
demand for our high-capacity anode and high-energy solid-state battery technology or our ability to develop, manufacture, and deliver
such products, or our profitability in the future. If we overestimate our requirements, our suppliers may have excess inventory, which
indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt
manufacturing of our products and result in delays in shipments and revenues. In addition, lead times for materials and components that
our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component
at a given time. If we fail to order sufficient quantities of product components in a timely manner, the delivery of our high-capacity
anode and high-energy solid-state battery technology to our potential customers could be delayed, which would harm our business, financial
condition and operating results.

 Risks
Related to Limited Operating History

 Our
business model has yet to be tested and any failure to commercialize our strategic plans would have an adverse effect on our operating
results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

 Investors should be aware of the difficulties normally
encountered by a new enterprise, many of which are beyond our control, including substantial risks and expenses in the course of establishing
or entering new markets, organizing operations and undertaking marketing activities. The likelihood of our success must be considered
in light of these risks, expenses, complications, delays and the competitive environment in which we operate. There is, therefore, nothing
at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significant
revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently experienced
by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties
or delays in connection with our growth. In addition, as a result of the capital requirements of our business, we can be expected to
continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures. Any investment in our
Company is therefore highly speculative and could result in the loss of your entire investment.

 It
is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may
emerge and affect our business. In the event that actual results differ from our estimates or we adjust our estimates in future periods,
our operating results, prospects and financial position could be materially affected. The projected financial information appearing elsewhere
in these materials was prepared by management and reflects current estimates of future performance. The projected results depend on the
successful implementation of management's growth strategies and are based on assumptions and events over which we have only partial
or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections
are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes.

 We
are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the
foreseeable future.

 We incurred a net loss of approximately $5.3
million for the year ended December 31, 2023 and approximately $25.9 million for the year ended December 31, 2024. We believe that we
will continue to incur operating and net losses each quarter until the time significant production of our high-capacity anode and
high-energy solid-state battery technology begins.

 We
expect the rate at which we will incur losses to be significantly higher in future periods as we, among other things, continue to incur
significant expenses in connection with the design, development and manufacturing of our high-capacity anode and high-energy solid-state
battery technology; expand our research and development activities; invest in additional research and development and manufacturing capabilities;
build up inventories of raw materials and other components; commence sales and marketing activities; develop our distribution infrastructure;
and increase our general and administrative functions to support our growing operations. We may find that these efforts are more expensive
than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.

 Our
history of recurring losses and anticipated expenditures raise substantial doubts about our ability to continue as a going concern. Our
ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.

 We
have incurred operating losses to-date and it is possible we will never generate profit. Our ability to continue as a going concern depends
on generating cash from operations, and the potential of obtaining additional debt or equity financing. There can be no assurance that
we will be successful in these efforts. The financial statements include in this Annual Report do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result
from the outcome of these uncertainties related to our ability to operate on a going concern basis.

 If
we are unable to raise sufficient capital when needed, our business, financial condition and results of operations will be materially
and adversely affected, and we will need to significantly modify our operational plans to continue as a going concern. If we are unable
to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution
could be significantly lower than the values reflected in our financial statements. Our lack of cash resources and our potential inability
to continue as a going concern may materially adversely affect our share price and our ability to raise new capital or to enter into
critical contractual relations with third parties due to concerns about our ability to meet our contractual obligations.

 We
may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or
at all. There is substantial doubt as to our ability to continue as a going concern.

 We
may need additional capital before we commence generating revenues, and it may not be available on acceptable terms, if at all. For example,
our capital budget assumes, among other things, that our development timeline progresses as planned and our corresponding expenditures
are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein.

 In
addition, as discussed above, we have experienced recurring losses from operations and negative cash flows from operations that raise
substantial doubt about our ability to continue as a going concern, which has also been cited in our independent auditors' reports.
Our ability to continue as a going concern depends on generating cash from operations, and the potential of obtaining additional debt
or equity financing; however, there can be no assurance we will be successful in these efforts.

 More
specifically, we expect our capital expenditures and working capital requirements to increase materially in the near future, as we accelerate
our research and development efforts and scale up production operations with our partners. As we approach commercialization, we expect
our operating expenses will increase substantially on account of increased headcount and other general and administrative expenses necessary
to support a rapidly growing company.

 As
a result, we may need to access the debt and equity capital markets to obtain additional financing in the future. However, these sources
of financing may not be available on acceptable terms, or at all. Our ability to obtain additional financing will be subject to a number
of factors, including:

 market
 conditions;

 the
 level of success we have experienced with our research and development programs;

 our
 operating performance;

 investor
 sentiment; and

 our
 ability to incur additional debt in compliance with any agreements governing our then-outstanding
 debt.

 These
factors may make the timing, amount, terms or conditions of additional financings unattractive to us. If we raise additional funds by
issuing equity, equity-linked or debt securities, those securities may have rights, references or privileges senior to the rights of
our currently issued and outstanding equity or debt, and our existing stockholders may experience dilution. If we are unable to generate
sufficient funds from operations or raise additional capital, we may be forced to take actions to reduce our capital or operating expenditures,
including by not seeking potential acquisition opportunities, eliminating redundancies, or reducing or delaying our production facility
expansions, which may adversely affect our business, operating results, financial condition and prospects.

 We
may have potential business conflicts of interest with G3 with respect to our past and ongoing relationships. We may not be able to resolve
any potential conflicts, and, even if we do so, the resolution may be less favorable to us than if we were dealing with an unaffiliated
party.

 Conflicts
of interest may arise with G3 in a number of areas relating to our past and ongoing relationships, including labor, tax, employee benefit,
indemnification and other matters arising from the Restructuring; intellectual property matters, including the Patent Assignment (as
defined above); and employee recruiting and retention, including matters related to the dual employment arrangement of our Executive
Chairman and Chief Science Officer with Solidion and G3. In addition, certain of our directors and employees may have actual or potential
conflicts of interest because of their financial interests in G3. Because of their current or former positions with G3, certain of our
executive officers and directors, including our Executive Chairman and Chief Science Officer, own equity interests in G3. Continuing
ownership of equity interests in G3 could create, or appear to create, potential conflicts of interest if Solidion and G3 face decisions
that could have implications for both Solidion and G3.

 If
we fail to effectively manage our future growth, we may not be able to market and license the technology and know-how to manufacture
or sell our high-capacity anode and high-energy solid-state battery technology successfully.

 We intend
to expand our operations significantly, with a view toward accelerating our research and development activities and positioning our Company
for potential commercialization of our technologies. In connection with these efforts, we anticipate hiring, retaining and training personnel,
acquiring and installing equipment to support the commercialization process of our products, and implementing administrative infrastructure,
systems and processes. That said, our management team will have considerable discretion in the application of the funds available to
us following completion of the business combination. We may use these funds for purposes that do not yield a significant return or any
return at all for our stockholders. In addition, pending their use, we may invest the cash held at closing of the business combination
in a manner that does not produce income or that loses value. If we cannot manage our growth effectively, including by controlling our
expenditures for these initiatives to the greatest extent possible, our business could be harmed.

 Most
of our management does not have experience in operating a public company.

 Most
of our executive officers do not have experience in the management of a publicly traded company. Our management team may not successfully
or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations
under federal securities laws. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in
the policies, practices or internal controls over financial reporting required of public companies in the United States. As a result,
we may be required to pay higher outside legal, accounting or consulting costs than our competitors, and our management team members
may have to devote a higher proportion of their time to issues relating to compliance with the laws applicable to public companies, both
of which might put us at a disadvantage relative to competitors.

 We
may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance
of our technologies and our business, revenues and prospects.

 Our
business and prospects depend on our ability to develop, maintain and strengthen our brand. If we are not able to establish, maintain
and strengthen our brand, we may lose the opportunity to build a critical mass of customers. The automobile industry is intensely competitive,
and we may not be successful in building, maintaining and strengthening our brand. Our current and potential competitors, including many
battery cell manufacturers and automotive OEMs around the world, have greater name recognition, broader customer relationships and substantially
greater marketing resources than we do. If we do not develop and maintain a strong brand, our business, prospects, financial condition
and operating results will be materially and adversely impacted.

 Risks
Related to Intellectual Property

 We
rely heavily on owned intellectual property, which includes patent rights, trade secrets, copyright, trademarks, and know-how. If
we are unable to protect and maintain access to these intellectual property rights, our business and competitive position would be harmed.

 We
may not be able to prevent unauthorized use of our owned intellectual property, which could harm our business and competitive position.
We rely on a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the
United States and other jurisdictions, as well as contractual protections, to establish, maintain and enforce rights and competitive
advantage in our proprietary technologies. Despite our efforts to protect our proprietary rights, third parties, including our business
partners, may attempt to copy or otherwise obtain and use our intellectual property without our consent or may decline to license necessary
intellectual property rights from us on terms favorable to our business. Monitoring unauthorized use of our intellectual property is
difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be sufficient. Any enforcement efforts
we undertake, including litigation, could require involvement of the licensor, be time-consuming and expensive, and could divert management's
attention, all of which could harm our business, results of operations and financial condition. In addition, existing intellectual property
laws and contractual remedies may afford less protection than needed to safeguard our proprietary technologies.

 Patent,
copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual
property rights to the same extent as the United States. Therefore, our intellectual property rights may not be as strong or as
easily enforced outside of the United States and efforts to protect against the unauthorized use of our intellectual property rights,
technology and other proprietary rights may be impossible outside of the United States. Failure to adequately protect our owned
intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting
in the loss of some of our competitive advantage, a decrease in our revenue and reputational harm caused by inferior products offered
by third parties, which would adversely affect our business, prospects, financial condition and operating results.

 Our
patent applications may not result in issued patents, which would result in the disclosures in those applications being available to
the public. Also, our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material
adverse effect on our ability to prevent others from interfering with commercialization of our products.

 Our
patent portfolio includes many patent applications. Our patent applications may not result in issued patents, which may have a material
adverse effect on our ability to prevent others from commercially exploiting products similar to our products to our disadvantage. The
status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot
be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may
be issued to us will afford protection against competitors with similar technology. Numerous patents and pending patent applications
owned by others exist in the fields in which we have developed and are developing our technology, any number of which could be considered
prior art and prevent us from obtaining a patent. Any of our future or existing patents or pending patent applications may also be challenged
by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries
may be subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign
patent applications related to issued U.S. patents will be issued.

 We
have not performed exhaustive searches or analyses of the intellectual property landscape of the battery industry; therefore, we are
unable to guarantee that our technology, or its ultimate integration into electric vehicle battery packs, does not infringe intellectual
property rights of third parties. We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming
and could cause us to incur substantial costs.

 Companies,
organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary
rights that would prevent, limit or interfere with our ability to make, use, develop, sell, license, lease or market our products or
technologies, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from third
parties relating to whether we are infringing their intellectual property rights and/or seek court declarations that they do not infringe
upon our intellectual property rights. Companies holding patents or other intellectual property rights relating to batteries may bring
suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined
to have infringed upon a third party's intellectual property rights, we may be required to do one or more of the following:

 cease
 selling, leasing, incorporating or using products that incorporate the challenged intellectual
 property;

 pay
 substantial damages;

 materially
 alter our research and development activities and proposed production processes;

 obtain
 a license from the holder of the infringed intellectual property right, which may not be
 available on reasonable terms or at all; or

 redesign
 our battery cells at significant expense.

 In
the event of a successful claim of infringement against us and our failure or inability to obtain a license to continue to use the technology
on reasonable terms, our business, prospects, operating results and financial condition could be materially adversely affected. In addition,
any litigation or claims, whether or not well-founded, could result in substantial costs, negative publicity, reputational harm and diversion
of resources and management's attention.

 Risks
Related to Finance and Accounting

 Our
expectations and targets regarding the times when we will achieve various technical, pre-production and production-level performance
objectives depend in large part upon assumptions, estimates, measurements, testing, analyses and data developed and performed by us,
which if incorrect or flawed, could have a material adverse effect on our actual operating results and performance.

 Our
expectations and targets regarding the times when we will achieve various technical, pre-production and production objectives
reflect our current expectations and estimates. Whether we will achieve these objectives when we expect depends on a number of factors,
many of which are outside our control, including, but not limited to:

 success
 and timing of our development activity and ability to develop our high-capacity anode
 and high-energy solid-state batteries that achieves our desired performance metrics and achieves
 the requisite automotive industry validations before our competitors;

 unanticipated
 technical or manufacturing challenges or delays;

 technological
 developments relating to lithium-ion, lithium-metal all-solid-state or
 other batteries that could adversely affect the commercial potential of our technologies;

 the
 extent of consumer acceptance of electric vehicles generally, and those deploying our products,
 in particular;

 competition,
 including from established and future competitors in the battery cell industry or from competing
 technologies such as hydrogen fuel cells that may be used to power electric vehicles;

 whether
 we can obtain sufficient capital when required to sustain and grow our business, including
 through the acquisition and installation of equipment to support the commercialization process
 of our products and the operation and maintenance of our facilities;

 our
 ability to manage our growth;

 whether
 we can manage relationships with key suppliers and the availability of the raw materials
 we need to procure from them;

 our
 ability to retain existing key management, integrate recent hires and attract, retain and
 motivate qualified personnel; and

 the
 overall strength and stability of domestic and international economies.

 Unfavorable
changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our ability to
achieve our objectives when planned and our business, results of operations and financial results.

 Incorrect
estimates or assumptions by management in connection with the preparation of our financial statements could adversely affect our reported
assets, liabilities, income, revenue or expenses.

 The
preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect
the reported amounts of assets, liabilities, income, revenue or expenses during the reporting periods. Incorrect estimates and assumptions
by management could adversely affect our reported amounts of assets, liabilities, income, revenue and expenses during the reporting periods.
If we make incorrect assumptions or estimates, our reported financial results may be over or understated, which could materially and
adversely affect our business, financial condition and results of operations.

 Our
disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

 We
are subject to certain reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably
assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated
to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We
believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override
of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due
to error or fraud may occur and not be detected.

 We have identified five material weaknesses
in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience
additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we
may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence
in us and, as a result, the value of our common stock.

 Prior to the Closing of our business combination, we were a private
company with limited accounting personnel and other resources with which to address our internal control over financial reporting. In
connection with the audits of our consolidated financial statements as of December 31, 2023 and 2024, and for the years ended December
31, 2022, 2023 and 2024, we identified five material weaknesses in our internal control over financial reporting: control environment,
risk assessment, control activities, information and communication and monitoring. For more information, see "Item 9A. Controls
and Procedures—Management's Report on Internal Control Over Financial Reporting—Material Weaknesses."

 We cannot assure you that additional significant deficiencies or material
weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement
required new or improved controls, or to implement our remediation plans or any difficulties we encounter in our implementation thereof,
could result in additional significant deficiencies or material weaknesses or result in material misstatements in our financial statements.
If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting
firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, lenders and investors may
lose confidence in the accuracy and completeness of our financial reports and we may face restricted access to various sources of financing
in the future.

 These material weaknesses, if not remediated, could result in misstatements
of accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that
would not be prevented or detected.

 Our management anticipates that our internal control over financial
reporting will not be effective until the above material weaknesses are remediated. If our remediation of these material weaknesses is
not effective, or we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal
control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected, we may be
unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the Nasdaq listing
requirements, investors may lose confidence in our financial reporting, and the price of our common stock may decline as a result. As
further discussed in "Item 9A, Controls and Procedures—Remediation Plans and Status," we have implemented a remediation
plan and, while progress has been made to remediate the material weaknesses, they will not be considered remediated until the applicable
remedial processes and procedures have been in place for a sufficient period of time and management has concluded, through testing, that
associated controls are effective. Therefore, while we expect to have remediated the material weaknesses well in advance of December 31,
2025, there is no guarantee that our remediation plan will be successful or that our remediation efforts will be completed prior to the
audit of our 2025 financial statements.

 We
 have incurred and will incur significant increased expenses and administrative burdens as
 a public company, which could have an adverse effect on our business, financial condition
 and results of operations.

 We face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private
company prior to our merger with Nubia. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and
regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and
the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (United States)
("PCAOB") and the securities exchanges, impose additional reporting and other obligations on public companies. The development
and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company
in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base
and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

 Compliance
with public company requirements has increased and will continue to increase costs and make certain activities more time-consuming.
A number of those requirements require us to carry out activities we have not done previously. For example, we have created new
Board committees and adopted new internal controls and disclosure controls and procedures. In addition, we have incurred and will
incur expenses associated with SEC reporting requirements. Furthermore, if any issues in complying with those requirements are
identified (for example, if the auditors identify additional material weaknesses or significant deficiencies in the internal control
over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could
adversely affect our reputation or investor perceptions of it. It will also be more expensive to obtain director and officer
liability insurance. The additional reporting and other obligations imposed by these rules and regulations have increased and will
increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These
increased costs have required us and will require us to spend money that could otherwise be used on our research and development
programs and to achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes
in governance and reporting requirements, which could further increase costs.

 The
unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business,
prospects, financial condition and operating results.

 We
currently, and expect to continue to, benefit from certain government subsidies and economic incentives including tax credits, rebates
and other incentives that support the development and adoption of clean energy technology. We cannot assure you that these subsidies
and incentive programs will be available to us at the same or comparable levels in the future. Any reduction, elimination or discriminatory
application of government subsidies and economic incentives because of policy changes, or the reduced need for such subsidies and incentives
due to the perceived success of clean and renewable energy products or other reasons, may require us to seek additional financing, which
may not be obtainable on commercially attractive terms or at all, and may result in the diminished competitiveness of the battery cell
industry generally or our high-capacity anode and high-energy solid-state battery technology in particular. Any change in the level
of subsidies and incentives from which we benefit could materially and adversely affect our business, prospects, financial condition
and operating results.

 Risks
Related to Legal and Regulatory Compliance

 We
are subject to regulations regarding the storage and handling of various products. We may become subject to product liability claims,
which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

 We
may become subject to product liability claims which could harm our business, prospects, operating results, and financial condition.
We face inherent risk of exposure to claims in the event our high-capacity anode and high-energy solid-state battery technology
does not perform as expected or malfunction resulting in personal injury or death. Our risks in this area are particularly pronounced
given our high-capacity anode and high-energy solid-state battery technology is still in the development stage and have not yet
been commercially tested or mass produced. A successful product liability claim against us could require us to pay a substantial monetary
award. Moreover, a product liability claim could generate substantial negative publicity about our technology and business and inhibit
or prevent commercialization of our high-capacity anode and high-energy solid-state battery technology and future product candidates,
which would have a material adverse effect on our brand, business, prospects and operating results. Any insurance coverage might not
be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our
coverage, or outside of our coverage, may have a material adverse effect on our reputation, business and financial condition. We may
not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed,
particularly if we do face liability for our products and are forced to make a claim under then-existing policies.

 From
time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse
impact on our profitability and consolidated financial position.

 We
may be involved in a variety of litigation, other claims, suits, regulatory actions or government investigations and inquiries and commercial
or contractual disputes that, from time to time, are significant. In addition, from time to time, we may also be involved in legal proceedings
and investigations arising in the normal course of business including, without limitation, commercial or contractual disputes, including
warranty claims and other disputes with potential customers, former employees and suppliers, intellectual property matters, personal
injury claims, environmental issues, tax matters, and employment matters. It is difficult to predict the outcome or ultimate financial
exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Such claims
may also negatively affect our reputation.

 We
are subject to substantial regulation, and unfavorable changes to, or failure by us to comply with, these regulations could substantially
harm our business and operating results.

 The
sale of electric vehicles, and motor vehicles in general, is subject to substantial regulation under international, federal, state and
local laws, including export control laws and other international trade regulations, which are continuously evolving as technology develops
and becomes more widely adopted. We anticipate that our high-capacity anode and high-energy solid-state battery technology also
would be subject to these regulations, and we expect to incur significant costs in complying with these regulations.

 The
U.S. government has made and continues to make significant changes in U.S. trade policy and has taken certain actions that
could negatively impact U.S. trade, including imposing tariffs on certain goods imported into the United States, increasing
scrutiny on foreign direct investment, and modifying export control laws applicable to certain technologies. In retaliation, other countries
have implemented, and continue to evaluate, imposing additional trade controls on a wide range of American products and companies. The
U.S. or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere
with our ability to source and procure the raw materials we need for our research and development activities and, in the future, to sell
products in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions and further escalation
of trade tensions between the United States and its trading partners could result in a global economic slowdown and long-term changes
to global trade. Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes could
be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes.

 To
the extent the laws change, our products may not comply with applicable international, federal, state or local laws, which would have
an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent
compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely
affected.

 Internationally,
there may be laws in jurisdictions we have not yet entered or laws we are unaware of in jurisdictions we have entered that may restrict
our sales or other business practices. The laws in this area can be complex, difficult to interpret and may change over time. Continued
regulatory limitations and other obstacles that may interfere with our ability to commercialize our products could have a negative and
material impact on our business, prospects, financial condition and results of operations.

 Our
technology and our website, systems, and data we maintain may be subject to intentional disruption, security breaches and other security
incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability
and adversely impact our reputation and future sales. We may be required to expend significant resources to continue to modify or enhance
our protective measures to detect, investigate and remediate vulnerabilities to security breaches and incidents. Any actual or alleged
failure to comply with applicable cybersecurity or data privacy legislation or regulation could have a material adverse effect on our
business, reputation, results of operations or financial condition.

 We
expect to face significant challenges with respect to information security and maintaining the security and integrity of our systems
and other systems used in our business, as well as with respect to the data stored on or processed by these systems. We also anticipate
receiving and storing confidential business information of our partners and customers. Advances in technology, an increased level of
sophistication and expertise of hackers, and new discoveries in the field of cryptography can result in a compromise or breach of the
systems used in our business or of security measures used in our business to protect confidential information, personal information,
and other data. We may be a target for attacks designed to disrupt our operations or to attempt to gain access to our systems or to data
that we possess, including proprietary information that we obtain from our partners pursuant to our agreements with them. We also are
at risk for interruptions, outages and breaches of our and our outsourced service providers' operational systems and security systems,
our integrated software and technology, and data that we or our third-party service providers process or possess. These may be caused
by, among other causes, physical theft, viruses, or other malicious code, denial or degradation of service attacks, ransomware, social
engineering schemes, and insider theft or misuse. The security risks we and our outsourced service providers face could also be elevated
in connection with the Russian invasion of Ukraine, as we and our outsourced service providers are vulnerable to a heightened risk of
cyberattacks from or affiliated with nation-state actors, including retaliatory attacks from Chinese or Russian actors against U.S.-based
companies.

 The
availability and effectiveness of our technology and our ability to conduct our business and operations depend on the continued operation
of information technology and communications systems, some of which we have yet to develop or otherwise obtain the ability to use. Systems
we currently use or may use in the future in conducting our business, including data centers and other information technology systems,
will be vulnerable to damage or interruption. Such systems could also be subject to break-ins, sabotage and intentional acts
of vandalism, as well as disruptions and security breaches and security incidents as a result of non-technical issues, including
intentional or inadvertent acts or omissions by employees, service providers, or others. We currently use, and may use in the future,
outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system
disruption risks as us. Our ability to monitor our outsourced service providers' security measures is limited, and, in any event,
third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure,
loss, alteration, or destruction of personal, confidential, or other data, including data relating to individuals. Some of the systems
used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security
incidents or other disruptions to any data centers or other systems used in our business could result in lengthy interruptions in our
service and may adversely affect our reputation, business, financial condition, prospects and results of operations.

 Significant
capital and other resources may be required in efforts to protect against information security breaches, security incidents, and system
disruptions, or to alleviate problems caused by actual or suspected information security breaches and other data security incidents and
system disruptions. The resources required may increase over time as the methods used by hackers and others engaged in online criminal
activities and otherwise seeking to obtain unauthorized access to systems or data, and to disrupt systems, are increasingly sophisticated
and constantly evolving. In particular, ransomware attacks have become more prevalent in the industrial sector, which could materially
and adversely affect our ability to operate and may result in significant expense.

 In
addition, we may face increased compliance burdens regarding such requirements with regulators and customers regarding our battery products
and also incur additional costs for oversight and monitoring of our supply chain. These additional compliance and logistical burdens
are attenuated through our international partnerships. We also cannot be certain that these systems, networks, and other infrastructure
or technology upon which we rely, including those of our third-party suppliers or service providers, will be effectively implemented,
maintained or expanded as planned, or will be free from bugs, defects, errors, vulnerabilities, viruses, ransomware, or other malicious
code. We may be required to expend significant resources to make corrections or to remediate issues that are identified or to find alternative
sources.

 Any
failure or perceived failure by us or our service providers to prevent information security breaches or other security incidents or system
disruptions, or any compromise of security that results in or is perceived or reported to result in unauthorized access to, or loss,
theft, alteration, release or transfer of, our information, or any personal information, confidential information, or other data could
result in loss or theft of proprietary or sensitive data and intellectual property, could harm our reputation and competitive position
and could expose us to legal claims, regulatory investigations and proceedings, and fines, penalties, and other liability. Any such actual
or perceived security breach, security incident or disruption could also divert the efforts of our technical and management personnel
and could require us to incur significant costs and operational consequences in connection with investigating, remediating, eliminating
and putting in place additional tools, devices, policies, and other measures designed to prevent actual or perceived security breaches
and other incidents and system disruptions. Moreover, we could be required or otherwise find it appropriate to expend significant capital
and other resources to respond to, notify third parties of, and otherwise address the incident or breach and its root cause, and most
jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving
certain types of data.

 Further,
we cannot assure that any limitations of liability provisions in our current or future contracts that may be applicable would be enforceable
or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security
breach or other security-related matter. We also cannot be sure that our existing insurance coverage will continue to be available on
acceptable terms or will be available in sufficient amounts to cover claims related to a security breach or incident, or that the insurer
will not deny coverage as to any future claim. The successful assertion of claims against us that exceed available insurance coverage,
or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements,
could have a material adverse effect on our business, including our reputation, financial condition, and results of operations.

 Additionally,
laws, regulations, and other actual and potential obligations relating to privacy, data hosting and other processing of data, data protection,
and data security are evolving rapidly, and we expect to potentially be subject to new laws and regulations, or new interpretations of
laws and regulations, in the future in various jurisdictions. These laws, regulations, and other obligations, and changes in their interpretation,
could require us to modify our operations and practices, restrict our activities, and increase our costs. Further, these laws, regulations,
and other obligations are complex and evolving rapidly, and we cannot provide assurance that we will not be subject to claims, allegations,
or other proceedings related to actual or alleged obligations relating to privacy, data protection, or data security. It is possible
that these laws, regulations, and other obligations may be inconsistent with one another or be interpreted or asserted to be inconsistent
with our business or practices. We anticipate needing to dedicate substantial resources to comply with laws, regulations, and other obligations
relating to privacy and data security in order to comply. Any failure or alleged or perceived failure to comply with any applicable laws,
regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations
and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against
us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a
negative impact on our business, financial condition, prospects and results of operations.

 We
are subject to various existing and future environmental health and safety laws, which may result in increased compliance costs or additional
operating costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations
that could adversely impact our financial results or operations.

 Our Company and our operations, as well as our contractors, suppliers,
and customers, are subject to numerous federal, state, local and foreign environmental laws and regulations governing, among other things,
the generation, storage, transportation, and disposal of hazardous substances and wastes. We are also subject to a variety of product
stewardship and manufacturer responsibility laws and regulations, primarily relating to the collection, reuse and recycling of electronic
waste, as well as regulations regarding the hazardous material contents of electronic product components and product packaging, and non-hazardous wastes.
We or others in our supply chain may be required to obtain permits and comply with procedures that impose various restrictions and operations
that could have adverse effects on our operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operations
requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may
adversely impact our business. There are also significant capital, operating and other costs associated with compliance with these environmental
laws and regulations.

 Environmental
and health and safety laws and regulations are subject to change and may become more stringent in the future, such as through new regulations
enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented
under existing law. The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may
have material effects on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations
thereof, could cause additional expenditures, restrictions, and delays in connection with our operations as well as our other future
projects, or may require us to manufacture with alternative technologies and materials.

 Our manufacturing
process creates regulated air emissions which are typically managed within established permit limits by available emissions control technology.
Should permitted limits or other requirements change in the future, the Company may be required to install additional, more costly control
technology. If we were to violate any such permit or related permit conditions, we may incur significant fines and penalties.

 We
rely on third parties to ensure compliance with certain environmental laws, including those relating to the disposal of wastes. Any failure
to properly handle or dispose of wastes, regardless of whether such failure is ours or our contractors, may result in liability under
environmental laws, as well as liability for any impacts to human health or natural resources. The costs of liability with respect to
contamination could have a material adverse effect on our business, financial condition, or results of operations. Additionally, we may
not be able to secure contracts with third parties and contractors to continue their key supply chain and disposal services for our business,
which may result in increased costs for compliance with environmental laws and regulations.

 Our
research and development activities expose our employees to potential occupational hazards such as, but not limited to, the presence
of hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing
equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm
employees. Employees may be exposed to toxic hydrogen sulfide as a result of the components we use being exposed to moisture. If released
in an uncontrolled manner, this hydrogen sulfide can create hazardous working conditions. Consequences may include litigation, fines,
increased insurance premiums, mandates to temporarily halt production, workers' compensation claims, or other actions that impact
our brand, finances, or ability to operate.

 Some
of our operations involve the manufacture and/or handling of a variety of explosive and flammable materials. We might experience incidents
such as leaks and ruptures, explosions, fires, transportation accidents involving our chemical products, chemical spills and other discharges
or releases of toxic or hazardous substances or gases and environmental hazards in the future or that these incidents will not result
in production delays or otherwise have a material adverse effect on our business, financial condition or results of operations, for which
we may not be adequately insured.

 We
are or will be subject to anti-corruption and anti-bribery and anti-money laundering and similar laws, and non-compliance with
such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal
expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

 We
are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and possibly
other anti-bribery and anti-corruption laws and anti-money laundering laws in various jurisdictions in which we conduct, or in the future
may conduct, activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted
broadly to generally prohibit us and our officers, directors, employees, business partners agents, representatives and third-party intermediaries
from corruptly offering, promising, authorizing or providing, directly or indirectly anything of value to recipients in the public or
private sector.

 We
may leverage third parties to sell our battery products and conduct our business abroad. We, our officers, directors, employees, business
partners agents, representatives and third-party intermediaries may have direct or indirect interactions with officials and employees
of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of
these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize such
activities. We cannot assure you that all of our officers, directors, employees, business partners agents, representatives and third-party
intermediaries will not take actions in violation of applicable law, for which we may be ultimately held responsible. As our international
activities and sales expand, our risks under these laws may increase.

 These
laws also require companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets
and to maintain a system of adequate internal accounting controls and compliance procedures designed to prevent any such actions. While
we have certain policies and procedures to address compliance with such laws, we cannot assure you that none of our officers, directors,
employees, business partners agents, representatives and third-party intermediaries will take actions in violation of our policies and
applicable law, for which we may be ultimately held responsible.

 Any
allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could subject
us to whistleblower complaints, adverse media coverage, investigations, settlements, prosecutions, enforcement actions, fines, damages,
loss of export privileges, and severe administrative, civil and criminal sanctions, suspension or debarment from government contracts,
collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our reputation, business,
financial condition, prospects and results of operations. Responding to any investigation or action will likely result in a materially
significant diversion of management's attention and resources and significant defense costs and other professional fees.

 Recent
and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products, which could
have a material adverse effect on our business, financial condition and results of operations.

 The
U.S. government has and continues to make significant changes in U.S. trade policy and has taken certain actions that could
negatively impact U.S. trade, including imposing tariffs on certain goods imported into the United States. In retaliation,
China has implemented, and continues to evaluate imposing additional tariffs on a wide range of American products. There is also a concern
that the imposition of additional tariffs by the United States could result in the adoption of tariffs by other countries as well,
leading to a global trade war. More specifically, the U.S. government has from time to time imposed significant tariffs on certain
product categories imported from China. Such tariffs, if expanded to other categories, could have a significant impact on our business,
particularly the importation of parts of our batteries and certain production equipment that are manufactured in China. If we attempt
to renegotiate prices with suppliers or diversify our supply chain in response to tariffs, such efforts may not yield immediate results
or may be ineffective. We might also consider increasing prices to the end consumer; however, this could reduce the competitiveness of
our products and adversely affect net sales. If we fail to manage these dynamics successfully, gross margins and profitability could
be adversely affected. As of the date of this report, tariffs have not had a material impact on our business, but increased tariffs or
trade restrictions implemented by the United States or other countries in connection with a global trade war could have a material
adverse effect on our business, financial condition and results of operations. We cannot predict what actions may ultimately be taken
with respect to tariffs or trade relations between the United States and China or other countries, what products may be subject
to such actions, or what actions may be taken by the other countries in retaliation. Any further deterioration in the relations between
the United States and China could exacerbate these actions and other governmental intervention. For example, a future event that
created additional U.S.-China tensions could potentially increase the risks associated with the business and operations of U.S.-based
technology companies in China.

 The
U.S. or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere
with our ability to sell products in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions
and further escalation of trade tensions between the United States and its trading partners, especially China, could result in a
global economic slowdown and long-term changes to global trade, including retaliatory trade restrictions that restrict our ability to
operate in China. Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes would
be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes.

 Risks
Related to Ownership of Our Common Stock

 A
significant portion of Solidion's Common Stock is restricted from immediate resale, but may be sold into the market in the future
pursuant to registration rights granted to the holders thereof. The exercise of such rights could cause the market price of Solidion's
Common Stock to drop significantly, even if our business is doing well.

 The
market price of shares of Solidion's Common Stock could decline as a result of substantial sales of common stock, particularly
by our significant stockholders, a large number of shares of common stock becoming available for sale or the perception in the market
that holders of a large number of shares intend to sell their shares.

 G3 and certain other stockholders of Solidion entered into a registration rights agreement (the "Registration Rights
Agreement") with Solidion. An aggregate of 78,616,000 shares of Common Stock will be entitled to registration pursuant to the Registration
Rights Agreement, which consist of 3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division
of Benchmark Investments, LLC, 5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the
Sponsor, and 69,800,000 shares of stock issued to the HBC Shareholders as Merger Consideration. Up to an additional 22,500,000 shares
of common stock may be entitled to registration under the Registration Rights Agreement in the event that the Earnout Shares vest in
accordance with the terms of the Merger Agreement. At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor
may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Each of G3 and the
Sponsor are entitled to exercise two demand registrations under the Registration Rights Agreement. If at any time following the Closing,
Solidion proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered
an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration
rights and "piggy-back" registration rights under the Registration Rights Agreement are subject to certain requirements and
customary conditions.

 In addition, the maximum number of shares of common stock underlying
the Series C Warrants and Series D Warrants would be an aggregate of approximately 123,076,923 shares and 49,320,990 shares, respectively,
and the Company has included these shares in a shelf registration statement on Form S-1 that has not yet been declared effective.

 As
such, sales of a substantial number of shares of Solidion's Common Stock in the public market could occur at any time. These sales,
or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of
Solidion's Common Stock.

is a "controlled company" within the meaning of Nasdaq listing standards and, as a result, qualifies for, and may rely on,
exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders
of companies that are subject to such requirements.

 Because
G3 holds approximately 85.3% of the voting power of Solidion, Solidion qualifies as a "controlled company" within the meaning
of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held
by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance
requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we
have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended
to the board by independent directors. We do not plan to rely upon the "controlled company" exemptions.

 However,
Solidion may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so.
Solidion may rely on the corporate governance exemptions only so long as we qualify as a controlled company. To the extent we rely on
any of these exemption, our public shareholders will not have the same protections afforded to shareholders of companies that are subject
to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our public shares.

 We
may issue additional shares of Solidion's Common Stock or other equity securities without your approval, which would dilute your
ownership interests and may depress the market price of your shares.

 We
may issue additional shares of Solidion's Common Stock or other equity securities of equal or senior rank in the future in connection
with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan, without stockholder
approval, in a number of circumstances.

 Our
issuance of additional shares of Solidion's Common Stock or other equity securities of equal or senior rank could have the following
effects:

 your
 proportionate ownership interest in Solidion will decrease;

 the
 relative voting strength of each previously outstanding share of common stock may be diminished;
 or

 the
 market price of our shares of Solidion stock may decline.

 A
market for Solidion's securities may not continue, which would adversely affect the liquidity and price of Solidion's securities.

 The
price of Solidion's securities may fluctuate significantly due to general market and economic conditions. An active trading market
for Solidion's securities may not be sustained. In addition, the price of Solidion's securities can vary due to general economic
conditions and forecasts, Solidion's general business condition and the release of Solidion's financial reports. Additionally,
if Solidion's securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer
automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of Solidion's
securities may be more limited than if Solidion was quoted or listed on Nasdaq or another national securities exchange. You may be unable
to sell your securities unless a market can be established or sustained.

 There
can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless.

 The
exercise price for our Public Warrants is $11.50 per share. There can be no assurance that the Public Warrants will be in the money prior
to their expiration and, as such, the warrants may expire worthless. The terms of Public Warrants may be amended in a manner that may
be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us,
dated March 10, 2022, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding Public Warrants to
make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in
a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. Our
ability to amend the terms of the Public Warrants with the consent of a majority of the then-outstanding Public Warrants is unlimited.
Examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the
exercise period or decrease the number of shares of Solidion Common Stock purchasable upon exercise of a Public Warrant.

may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of
warrants.

 We
have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of
$0.01 per Warrant, provided that the last sale price of Solidion Common Stock equals or exceeds $18.00 per share (as adjusted for share
splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty
(30) trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain
other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering
the Solidion Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Solidion Common
Stock is available throughout the thirty (30-) day redemption period, except if the warrants may be exercised on a cashless basis
and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we
may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws. Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise
price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market
price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the
outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants.

 If
securities or industry analysts do not publish or cease publishing research or reports about Solidion, its business, or its market, or
if they change their recommendations regarding Solidion's Common Stock adversely, then the price and trading volume of Solidion's
Common Stock could decline.

 The
trading market for Solidion's Common Stock is influenced by the research and reports that industry or securities analysts may publish
about us, Solidion's business and operations, Solidion's market, or Solidion's competitors. Securities and industry
analysts do not currently, and may never, publish research on Solidion. If no securities or industry analysts commence coverage of Solidion,
Solidion's stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover Solidion change
their recommendation regarding Solidion's stock adversely, or provide more favorable relative recommendations about Solidion's
competitors, the price of Solidion's Common Stock would likely decline. If any analyst who may cover Solidion were to cease coverage
of Solidion or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause Solidion's
stock price or trading volume to decline.

 Changes
in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect Solidion's business,
investments and results of operations.

will be subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, Solidion
will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable
laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and
application may also change from time to time and those changes could have a material adverse effect on Solidion's business, investments
and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could
have a material adverse effect on Solidion's business and results of operations.

 The
JOBS Act permits "emerging growth companies" like us to take advantage of certain exemptions from various reporting requirements
applicable to other public companies that are not emerging growth companies.

 We
currently qualify as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified
by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable
to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including:
(i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404
of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements;
and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement. As a result,
our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the
earliest of (i) the last day of the fiscal year: (a) following March 15, 2027, the fifth anniversary of our IPO;
(b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large
accelerated filer, which means the market value of Solidion's common stock that is held by non-affiliates exceeds $700 million
as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion
in non-convertible debt during the prior three-year period.

 In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying
with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging
growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected
to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an
emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.

 We
cannot predict if investors will find Solidion's common stock less attractive because we rely on these exemptions. If some investors
find Solidion's common stock less attractive as a result, there may be a less active trading market for Solidion's common
stock and our stock price may be more volatile.

 ITEM 1B.
UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C.
CYBERSECURITY

 Cybersecurity
Risk Management

 Our management oversees the assessment and management of cybersecurity
threats and regularly considers cybersecurity risks in the context of other material risks to the Company. In the event of any reportable
cybersecurity incident, our management shall promptly notify our board of directors, including determining the necessary actions such
as disclosure, mitigation, or other appropriate responses. We obtain input, as appropriate, for our cybersecurity risk management program
on the security industry and threat trends from external experts. During the reporting period, we have not experienced any material cybersecurity
incidents, which would require disclosure.

 In the course of our business operations, we collect,
store, and process data, including information related to our employees, partners, collaborators, and vendors. To effectively manage cybersecurity
risks, we have established a range of policies and procedures designed to prevent, detect, and respond to potential threats. Our Chief
Executive Officer manages our external IT and cybersecurity experts. Under the CEO's direction, we work with trusted third-party
information technology "IT" professionals who employ a variety of software tools to ensure the security of our systems. Additionally,
we rely on reputable cybersecurity software vendors to further enhance our protection.

 The Company takes steps to manage cybersecurity risks by identifying,
assessing, and addressing potential threats to our data and systems, ensuring our security measures are effective. We continuously monitor
for cybersecurity risks using automated tools, test for potential threats, and maintain standards, policies, and procedures to guide our
security practices. We use a variety of security tools across our systems, require multifactor authentication for access to critical systems,
and enforce access control policies to help protect the data within those systems.

 We consult with outside counsel as appropriate, including on materiality
analysis and disclosure matters, and our senior management makes the final materiality determinations and disclosure and other compliance
decisions. Our management apprises our independent public accounting firm of matters and any relevant developments.

 Our business strategy, results of operations and financial condition
have not been materially affected by risks from cybersecurity threats, but we cannot provide assurance that they will not be materially
affected in the future by such risks or any future material incidents. For more information on our cybersecurity related risks, see Item
1A Risk Factors of this Annual Report on Form 10-K.

 Governance

 The Audit Committee has oversight responsibility
for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement,
and related effects on financial and other risks, and it reports any findings and recommendations, as appropriate, to the full Board
for consideration.

 ITEM 2.
PROPERTIES

 We
maintain our corporate headquarters located at 13355 Noel Rd., Suite 1100, Dallas, Texas, and our telephone number is (972) 918-5120.

 We
maintain our research and development and manufacturing operations located in Dayton, Ohio, where we own a building of approximately
27,646 square feet and lease a building of approximately 7,097 square feet.

 ITEM 3.
LEGAL PROCEEDINGS

 From
time to time, a public company can become involved in litigation or other legal proceedings. We are not currently a party to any litigation
or legal proceedings that are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an
adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

 ITEM 4.
MINE SAFETY DISCLOSURES

 None.

 PART
II

 ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our
Common Stock have traded on the Nasdaq Global Market, or Nasdaq, under the symbol "STI" on February 5, 2024. Prior to that
date, Nubia's Class A Common Stock and Public Warrants were listed on the Nasdaq Global under the symbols "NUBI" and "NUBIW"
respectively.

 Holders
of Record

 As of April 14, 2025, there were 27 holders of
record of our common stock. The actual number of stockholders of our common stock is greater than this number of record holders and includes
stockholders who are beneficial owners but whose shares of common stock are held in street name by banks, brokers and other nominees.

 Dividends

 We
 have not declared or paid any dividends, or authorized or made any distribution upon or with
 respect to any class or series of our capital stock. We currently intend to retain all available
 funds and any future earnings for use in the operation of our business and do not anticipate
 paying any dividends on our capital stock in the foreseeable future. Any future determination
 to declare dividends will be made at the discretion of our board of directors, subject to
 applicable laws, and will depend on our financial condition, operating results, capital requirements,
 general business conditions and other factors that our board of directors may deem relevant.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 None.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM 6.
[RESERVED]

 None.

 ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 References in this
report (the "Annual Report") to "we," "us" or the "Company" refer to Solidion Technology,
Inc. References to our "management" or our "management team" refer to our officers and directors. The following
discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.

 Cautionary
Note Regarding Forward-Looking Statements

 This Annual Report on Form 10-K includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based
these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or
contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

 Overview

Technology, Inc. is a Dallas, TX, USA-based advanced battery technology company focused on the development and commercialization of battery
materials, components, cells, and selected module/pack technologies. Solidion holds a portfolio of over 550 patents, covering innovations
such as high-capacity, non-silane gas and graphene-enabled silicon anodes, biomass-based graphite, advanced lithium-sulfur and lithium-metal
technologies. 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.

 History

 Honeycomb
Battery Company Merger

 On
February 2, 2024, Nubia Brand International Corp., a Delaware corporation ("Nubia" and after the Transactions described herein,
"Solidion" or "Solidion Technology, Inc."), consummated a merger (the "Closing") pursuant to a Merger
Agreement, dated February 16, 2023 (as amended on August 25, 2023, the "Merger Agreement"), by and among Nubia, Honeycomb
Battery Company, an Ohio corporation ("HBC"), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary
of Nubia ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the "Merger,"
and the transactions contemplated by the Merger Agreement, the "Transactions"), with HBC surviving such merger as a wholly
owned subsidiary of Nubia, which was renamed "Solidion Technology, Inc." upon Closing.

 We
received net proceeds from the Merger totaling $17,555. The Company is applying the proceeds from the Merger toward its corporate growth
strategy related to the commercialization of our battery technology and the scaling of its manufacturing operations.

Financings

 On March 13, 2024, Solidion entered into a private
placement transaction (the "March Private Placement"), pursuant to a Securities Purchase Agreement (the "March Subscription
Agreement") with certain institutional investors (the "Purchasers") for aggregate gross proceeds of $3,850,000, before
deducting fees to the placement agent and other expenses payable by the Company in connection with the March Private Placement. The net
proceeds from the March Private Placement were used for working capital and general corporate purposes. The March Private Placement closed
on March 15, 2024.

 As part of the March Private Placement, the Company
issued an aggregate of 5,133,332 units and pre-funded units (collectively, the "Units") at a purchase price of $0.75 per unit
(less $0.0001 per pre-funded unit). Each Unit consists of (i) one share of Solidion Common Stock, (ii) two Series A warrants ("Series
A Warrants") each to purchase one share of Common Stock, and (iii) one Series B warrant ("Series B Warrants") to purchase
such number of shares of Common Stock as determined on the reset date, and in accordance with the terms therein.

 The reset period ended
on July 2, 2024 (the "Reset Date"), with the lowest 10-day VWAP on June 28, 2024, being $0.4347. Consequently, the reset price
was established at $0.3478. As a result, the Series A Warrants and Series B Warrants held by investors were reset to 22,141,701 shares
and 5,749,598 shares, respectively. As of December 31, 2024, investors had exercised 13,742,879 Series A Warrants and 5,749,598 Series
B Warrants, resulting in the issuance of 19,492,477 common shares. As of December 31, 2024, 8,398,822 Series A Warrants and no Series
B Warrants remained outstanding.

 On August 30, 2024, the Company entered into a
private placement transaction (the "August Private Placement"), pursuant to a Securities Purchase Agreement (the "August
Subscription Agreement") with certain institutional investors (the "Purchasers") for aggregate gross proceeds of $4,000,000,
before deducting fees to the placement agent and other expenses payable by the Company in connection with the August Private Placement.
The Company intends to use the net proceeds from the August Private Placement for working capital and general corporate purposes.

 As part of the August Private Placement, the
Company issued an aggregate of 12,217,468 units and pre-funded units (collectively, the "Units") at a purchase price of $0.3274
per unit. Each Unit consists of (i) one share of common stock, par value $0.0001 per share of the Company (the "Common Stock")
(or one pre-funded warrant to purchase one share of Common Stock (the "Pre-Funded Warrant")), (ii) two Series C warrants
each to purchase one share of Common Stock (the "Series C Warrant") and (iii) one Series D warrant to purchase such number
of shares of Common Stock as determined on the Reset Date (as defined in Note 10) and in accordance with the terms therein (the "Series
D Warrant" and together with the Pre-Funded Warrant and the Series C Warrant, the "Warrants").

 The Company accounts for the outstanding Series A, Series B, Series
C, and Series D warrants issued in connection with the March and August 2024 private placement financings (the "PIPE Warrants")
as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification
criteria under ASC 815-40.

 Components
of Results of Operations

 Revenue

 The
Company is focused on commercializing and manufacturing battery materials and next-generation battery cells. Historically, and during
the periods presented, we have generated minimal revenue from product samples. We do not expect to begin generating significant revenue
until we complete the commercialization process and build out manufacturing capacity. Future capacity may come from joint ventures with
strategic partners, sourcing third-party manufacturing from our network, or pursuing mergers and acquisitions.

 Operating
Expenses

 Research
and Development

 Research
and development expenses consist primarily of personnel expenses, including salaries, benefits, third party technology validation testing,
equipment, engineering, maintenance of facilities, data analysis, and materials.

 Selling,
general and, administrative

 Selling,
general and administrative expenses primarily consist of personnel expenses, including salaries, benefits, and stock-based compensation
related to executive management, finance, legal, and human resource functions. Other costs include business development, contractor and
professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, such rent, office supplies
and information technology costs.

 Other
Income (Loss)

 Change
in fair value of Derivative Liabilities

 Change
in fair value of Derivative Liabilities consists of fluctuations in the fair value of an agreement between the Company and investors
facilitating future purchases of the Company's stock by the Investor based on a Monte Carlo simulation model.

 Interest
Income

 Interest
income is derived from the Company's operating cash account, which is periodically invested in short-term money market funds.

 Interest
Expense

 Interest
expense consists primarily of the interest on the Company's short-term notes and D&O insurance premium financing arrangement.

 Results
of Operations

 This data
should be read in conjunction with Solidion's financial statements and accompanying notes. These results of operations are not necessarily
indicative of future performance.

 Summary of Statements of Operations for
the Years Ended December 31, 2024 and 2023

 Years Ended

 2024

 2023

 Net sales

 $
 -

 $
 6,944

 Cost of goods sold

 -

 -

 Operating expenses

 13,299,537

 5,329,623

 Total other income (loss)

 (12,629,466
)

 (1,945
)

 $
 (25,929,003
)

 $
 (5,324,624
)

 Operating Expenses

 Operating
expenses increased by $7,969,914 for the year ended December 31, 2024. This increase was
primarily driven by third party validation testing of our proprietary silicon anode, professional fees, stock-based compensation, insurance,
and other administrative costs associated with the Company operating as a public entity as of February 2, 2024.

 Other Income (loss)

 Other loss increased by $12,627,521 for the year
ended December 31, 2024. This increase was largely driven by a gain of $18,011,100 due to a change in the fair value of derivative liabilities
related to the Forward Purchase Agreement, and warrants related to the March and August private placement financing. This was offset by
a loss of $30,281,475 from the issuance of common stock and warrants related to the convertible note and private placement financing activity.

 Summary of Cash Flows for the Years Ended
December 31, 2024 and 2023

 Years Ended

 2024

 2023

 Net cash provided by (used in):

 Operating Activities

 $
 (7,377,807
)

 $
 (4,068,302
)

 Investing Activities

 (246,074
)

 (376,150
)

 Financing Activities

 10,976,833

 3,823,657

 Net increase (decrease) in cash

 $
 3,352,952

 $
 (620,795
)

 Net Cash
used in Operating Activities

 For the year ended December 31, 2024, cash used
in operating activities was $7,377,807. This primarily resulted from a net loss of $25,929,003, which included non-cash gains and losses,
driven by a gain of $18,011,100 due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement
and private placement warrants, and a loss of $30,281,475 from the issuance of common stock and warrants related to the convertible note
and private placement financing activity. These non-cash losses were added back to reconcile net loss to net cash used in operating activities,
as part non-cash adjustments that also included depreciation and amortization, stock-based compensation and equity compensation expense
for services, totaling $17,266,959. Additionally, changes in operating assets and liabilities provided $1,284,237 of cash from operating
activities, driven primarily by a $1,344,669 increase in accounts payable and accrued expenses. The increase in accounts payable and accrued
expenses was mainly due to higher accrual expense associated with the Company operating as a public entity as of February 2, 2024.

 For the year ended December 31, 2023, cash used in operating activities
was $4,068,302. This primarily resulted from a net loss of $5,324,624, which included non-cash losses, depreciation and amortization,
totaling $552,855 Additionally, changes in operating assets and liabilities provided $703,467 of cash from operating activities, driven
primarily by a $872,485 increase amounts due to related parties.

 Net
Cash used in Investing Activities

 For the year ended December 31, 2024, the Company used cash of $246,074
in investing activities consisting of capitalized patent costs.

 For the year ended December 31, 2023, the Company used cash of $376,150
in investing activities consisting of capitalized patent costs.

 Net Cash
provided by Financing Activities

 For the year ended December 31, 2024, the Company
generated cash of $10,976,833 from financing activities. This primarily resulted from proceeds from private placement financing, and warrant
exercises of $7,850,000 and $4,259,241, respectively. These increases were offset by repayment of short-term notes and related party advances
of $1,389,146 and $1,026,091, respectively.

 For the year ended December 31, 2023, the Company generated cash of
$3,823,657 from financing activities, consisting of capital contributions by G3.

 Going
Concern Considerations, Liquidity and Capital Resources

 Since
Solidion's inception, the Company has experienced recurring net losses and has generated minimal sales. This raises substantial
doubt about the Company's ability to continue as a going concern. Management's ability to fund our operations and capital
expenditures depends on our ability to raise additional external capital. This is subject to our future operating performance and general
economic, financial, competitive, legislative, regulatory, and other conditions, some of which are beyond our control. We are currently
engaged in discussions with various financing counterparties to secure sufficient capital to meet our business needs for the foreseeable
future. The Company plans to finance its operations with proceeds from the sale of equity securities, government grants and loans, or
debt; however, there is no assurance that management's plans to obtain additional debt, grants or equity financing will be successfully
implemented or implemented on terms favorable to the Company.

 As of December 31, 2024, we had an accumulated
deficit of $115,880,509. Additionally, $1,400,717 in NUBI transaction costs incurred at the Closing Date in connection with the Merger
remain outstanding and are due within the next twelve months. For the year ended December 31, 2024, we
incurred losses from operations totaling $25,929,003 and net cash used in operating activities of $7,377,807. We expect to continue to
incur such losses for at least the next twelve (12) months.

 Critical
Accounting Estimates

 We
prepare our financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make
estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance
sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material
differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our
estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances
and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

 We consider an accounting
estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the
time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or
use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition
or results of operations. There are items within our financial statement that require estimation but are not deemed critical, as defined
above. We have identified the following as our critical accounting estimate as of and for the year ended December 31, 2024:

 Forward
Purchase Agreement

 The Company accounts for the forward purchase agreement as either equity-classified
or liability-classified instruments based on an assessment of the Forward Purchase Agreement ("FPA") specific terms and applicable
authoritative guidance in FASB ASC 480 "Distinguishing Liabilities from Equity" ("ASC 480"), and FASB ASC 815,
"Derivatives and Hedging" ("ASC 815"). The assessment considers whether the FPA is a freestanding financial instrument
pursuant to ASC 480, meets the definition of a liability pursuant to ASC 480, and whether the FPA meets all of the requirements for equity
classification under ASC 815, including whether the FPA is indexed to the Company's own common shares and whether the FPA holders
could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other conditions
for equity classification. This assessment is conducted at the time of FPA issuance and as of each subsequent quarterly period end date
while the FPA is outstanding.

 For issued or modified FPA that meet all of the criteria for equity
classification, the FPA is required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or
modified FPAs that do not meet all of the criteria for equity classification, the FPA are required to be recorded at their initial fair
value on the date of issuance, and each balance sheet date thereafter. The Company accounts for outstanding FPA as liability-classified
instrument.

 The fair value of the FPA is Level 3. The determination
of the fair value requires significant estimates and judgments. Please see Note 14 – Fair Value Measurements to the financial statements
for the significant assumptions and estimates.

 Changes
in the significant assumptions and estimates could materially impact the valuation and the amounts recorded in the financial statements.

 Recently Adopted Accounting Standards

 In November
2023, the FASB issued Accounting Standards Update (ASU) 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures," to enhance disclosures for significant segment expenses for all public entities required to report segment information
in accordance with ASC 280. The standard did not change the definition of a segment, the method for determining segments or the criteria
for aggregating operating segments into reportable segments. The amendments are effective for fiscal years beginning after December 15,
2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption is required for all prior periods
presented in the financial statements. The Company adopted the amendment effective January 1, 2024 for annual reporting purposes. The
adoption did not have a material impact to the Company's financial statements or disclosures.

 Recently
Issued Accounting Standards

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax
information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09
is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company's management does
not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

 In November 2024, the FASB issued ASU 2024-03,
"Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses" to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense
captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal
years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will
have on its consolidated financial statements and related disclosures.

 ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a smaller reporting company, we are not required to make disclosures under this Item.

 ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Our
financial statements and the notes thereto begin on page F-1 of this Annual Report.

 ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A.
CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Based on an evaluation of our disclosure controls
and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not
effective as of December 31, 2024, because of certain material weaknesses in our internal control over financial reporting, as further
described below.

 Notwithstanding these material weaknesses, our
management concluded that our consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material
respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with accounting
principles generally accepted in the United States ("U.S. GAAP").

 Management's Report on Internal Control
Over Financial Reporting

 The management of Solidion Technology, Inc.is
responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of Solidion's internal control over financial reporting as of December 31, 2024. In
making this assessment, we used the criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation under these criteria,
management determined, based upon the existence of the material weaknesses described below, that we did not maintain effective internal
control over financial reporting as of December 31, 2024.

 Material Weaknesses

 A material weakness is a deficiency or combination
of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.

 Management identified deficiencies in the principles
associated with the control environment, risk assessment, control activities, information & communication, and monitoring components
of internal control, based on the criteria established by the COSO framework, that constitute material weaknesses, either individually
or in the aggregate as described below.

 Control Environment: Solidion does not
maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including
those related to complex and/or non-routine transactions. Additionally, Solidion did not implement sufficient segregation of duties within
its financial reporting function in order to demonstrate independence and proper oversight. This material weakness contributed to the additional
material weaknesses further described below.

 Risk Assessment: Solidion did not design
and implement an effective risk assessment based on the criteria established in the COSO framework. A material weakness, either individually
or in the aggregate, was identified pertaining to (i) identifying, assessing, and communicating appropriate objectives; (ii) identifying
and analyzing risks to achieve these objectives; and (iii) implementing an effective risk assessment to identify and assess changes in
the business if such changes were to occur.

 Control Activities: Solidion did not effectively
design and implement control activities to support the operating effectiveness of controls to prevent and detect potential material errors
based on the criteria established in the COSO framework. As a result, the following control deficiencies constitute material weaknesses,
individually or in the aggregate: (i) ineffective controls related to the review and approval of journal entries and reconciliations,
and (ii) a lack of appropriate accounting policies and procedures.

 Information and Communication: We identified
control deficiencies that constitute material weaknesses, either individually or in the aggregate, related to (i) internal communication
of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control;
and (ii) communicating relevant information to external parties timely.

 Monitoring: Solidion did not maintain effective
monitoring activities to determine whether the components of internal control over financial reporting were present and functioning based
on the criteria established in the COSO framework.

 Remediation Plans and Status

 We are committed to maintaining a strong internal
control environment and implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are
remediated as soon as practicable. We plan to engage a third party to assist in our remediation efforts. We will design and implement
a risk assessment process and establish processes and controls to support an effective control environment. These actions are intended
to enable Solidion to enhance our monitoring of our internal controls over financial reporting as well as enhance required communication.
In addition, we will design and implement controls to address material weaknesses in control activities including the proper review and
approval of journal entries and reconciliations.

 As Solidion continues to evaluate its internal
controls, it may take additional remediation actions. The material weaknesses will be considered remediated when Solidion's management
designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing,
that these controls are effective. Solidion's management will monitor the effectiveness of its remediation plans and will make changes
management determines to be appropriate.

 Changes in Internal Control over Financial
Reporting

 Except for the identification of the material weaknesses described
above, there were no changes during the quarter ended December 31, 2024, in our internal control over financial reporting that materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B.
OTHER INFORMATION

 None.

 ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Information
about our executive officers is contained in the section titled "Executive Officers" in Part I of this Annual Report.

 The other information required by this Item will
be included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions "Director Nominees,"
"Continuing Members of the Board of Directors," "Additional Information Concerning the Board of Directors of the Company,"
Committees of the Board of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance," which will be
filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference
in this Annual Report.

 ITEM
11. EXECUTIVE COMPENSATION

 The information required by this Item will be
included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions "Executive Compensation"
and "Director Remuneration," which will be filed with the SEC no later than 120 days after the close of the fiscal year ended
December 31, 2024 and is incorporated by reference in this Annual Report.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The information required by this Item will be
included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the caption "Security Ownership of Certain
Beneficial Owners and Management" and "Securities Authorized for Issuance under Equity Compensation Plans," which will
be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference
in this Annual Report.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The information required by this Item will be
included in our Proxy Statement for the 2025 Annual General Meeting of Stockholders under the captions "Certain Relationships and
Related Party Transactions" and "Director Independence," which will be filed with the SEC no later than 120 days after
the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this Annual Report.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Public Accounting
Fees

 The firms of Deloitte
& Touche LLP ("Deloitte") and GBQ Partners ("GBQ") act as our independent registered public accounting firms.
The following is a summary of fees billed by Deloitte and GBQ for services rendered.

 Audit Fees. For
the years ended December 31, 2024, and 2023, fees for our independent registered public accounting firms were approximately $775,985 and
$98,500, respectively, for audit services performed by Deloitte and GBQ in connection with the audit of our financial statements included
in this Annual Report on Form 10-K.

 Audit-Related Fees. For
the years ended December 31, 2024 and 2023, Deloitte and GBQ did not render audit-related services.

 Tax Fees. For the years ended December 31, 2024 and 2023, Deloitte
and GBQ did not render tax compliance, tax advice and tax planning services.

 All Other Fees. For the year ended December
31, 2024 and 2023, there were no fees billed for products and services provided by Deloitte and GBQ other than those set forth above.

 PART
IV

 ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)
Financial Statements:

 (1)
 The
 financial statements required to be included in this Annual Report on Form 10-K are
 included in Item 8 therein.

 (2)
 All
 supplemental schedules have been omitted since the information is either included in the
 financial statements or the notes thereto or they are not required or are not applicable.

 (3)
 See
 attached Exhibit Index of this Annual Report on Form 10-K

 TABLE
OF CONTENTS

 Page

 Reports of Independent Registered Public Accounting Firm (PCAOB Firm # 34)

 Reports of Independent Registered Public Accounting Firm (PCAOB Firm #1808)

 Consolidated and Combined Financial Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity (Deficit)

 Statements of Cash Flows

 Notes to Consolidated and Combined Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the shareholders
and the Board of Directors of Solidion Technology, Inc.

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated and combined balance
sheet of Solidion Technology, Inc. and subsidiaries (the "Company") as of December 31, 2024, the related consolidated and combined
statements of operations, changes in stockholders' (deficit) equity, and cash flows, for the year ended December 31, 2024, and the
related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash
flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America
("US GAAP").

 Substantial Doubt About the Entity's Ability
to Continue as a Going Concern

 The accompanying financial statements for the year ended December 31,
2024 have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has experienced recurring net losses and net cash used in operating activities, has generated minimal sales, is not in compliance
with Nasdaq listing rules, and has stated that substantial doubt exists about its ability to continue as going concern. Management's
evaluation of the events and conditions and management's plans regarding these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect
to this matter.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ Deloitte & Touche LLP

 Dayton, Ohio

 We have served as the Company's auditor since 2024.

 F- 2

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and the Board of Directors of

 Solidion Technology, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying combined carved-out
balance sheet of the Battery Group of Global Graphene Group, Inc. (the "Company") as of December 31, 2023 and the related combined
carved-out statements of operations, parent's net equity and cash flows for the year then ended (collectively referred to as the "financial
statements"). In our opinion, the carved-out financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.

 Continuation as a Going Concern

 The accompanying combined carved-out
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Summary of Significant
Accounting Policies note to the financial statements, the Company has experienced recurring losses from operations and negative cash flows
from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are also described in the notes to the financial statements. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ GBQ Partners LLC

 We served as the Company's auditor from 2022 to 2024

 Columbus, Ohio

 April 15, 2024

 F- 3

 CONSOLIDATED AND COMBINED BALANCE
SHEETS

 2024

 2023

 ASSETS

 Current Assets:

 Cash

 $
 3,353,732

 $

 Accounts receivable

 2,164

 Other receivable

 302,500

 187,500

 Inventory

 24,430

 22,730

 Prepaid expenses

 206,784

 44,892

 Total Current Assets

 3,888,445

 258,066

 Property and Equipment, net of depreciation

 2,094,536

 2,319,152

 Patents, net of amortization

 1,972,830

 1,852,649

 Total Assets

 $
 7,955,811

 $
 4,429,867

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 2,135,586

 $
 144,923

 Income taxes payable

 6,369

 -

 Excise tax payable

 909,871

 -

 Derivative liabilities

 25,272,650

 -

 Due to related party

 87,873

 872,485

 Convertible notes

 527,500

 -

 Short-term notes payable

 1,917,962

 -

 Total Liabilities

 30,857,811

 1,017,408

 Commitments and contingencies (Note 7)

 Stockholders' Equity (Deficit):

 Preferred stock, $ 0.0001 par value; 2,000,000 shares authorized; none issued and outstanding

 -

 -

 Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 131,697,982 and 69,800,000 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

 13,169

 6,980

 Additional paid-in capital

 93,045,581

)

 -

 Accumulated deficit

 ( 115,880,509
)

)

 Total Stockholders' Equity (Deficit)

 ( 22,902,000
)

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 7,955,811

 $
 4,429,867

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

 Year Ended

 2024

 2023

 Net sales

 $
 -

 $
 6,944

 Cost of goods sold

 -

 -

 Gross profit

 -

 6,944

 Operating Expenses

 Research and development

 2,375,163

 3,023,435

 Selling, general and administrative

 10,924,374

 2,306,188

 Total operating expenses

 13,299,537

 5,329,623

 Operating loss

 ( 13,299,537
)

 ( 5,322,679
)

 Other Income (Expense)

 18,011,100

 -

 ( 30,281,475
)

 -

 Interest income

 13,806

 -

 Interest expense

 ( 366,963
)

 -

 Other (expense)

 ( 5,934
)

 ( 1,945
)

 Total other income (expense)

 ( 12,629,466
)

 ( 1,945
)

 Net (loss) income before provision for income taxes

)

)

 Provision for income taxes

 -

 -

 Net Income (loss)

 $
)

 $
)

 Weighted average number of shares of common stock outstanding – basic and diluted

 99,683,113

 Basic and diluted net income (loss) per share of common stock

 $
 ( 0.26
)

 $
 ( 0.08
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

Consolidated AND COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERs' (DEFICIT) EQUITY

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER
31, 2023

 Additional

 Stock

 Stockholders'

 Common Stock

 Paid-in

 Accumulated

 Subscription

 Shares

 Amount

 Deficit

 Receivable

 (Deficit)

 Balance at December 31, 2022

 —

 $
 —

 $
 26,104,308

 $
 ( 20,120,882
)

 —

 $
 5,983,426

 Retroactive application of recapitalization to December 31, 2022

 6,980

 ( 6,980
)

 —

 —

 —

 Adjusted beginning balance

 6,980

 26,097,328

 ( 20,120,882
)

 —

 5,983,426

 Contributions and net transfers with related parties

 —

 —

 2,753,657

 —

 —

 2,753,657

 —

 —

 —

)

 —

)

 Balance at December 31, 2023

 $
 6,980

 $

 $
)

 —

 $

 Capital contributions from related party

 —

 —

 487,273

 —

 —

 487,273

 Issuance of common stock upon consummation of the Merger

 6,004,741

 ( 27,888,519
)

 —

 —

 ( 27,887,919
)

 Conversion of convertible notes into common stock upon consummation of the Merger

 5,962,325

 3,174,404

 —

 —

 3,175,000

 —

 —

 —

 —

)

)

 Earnout Arrangement

 —

 —

 63,600,000

 ( 63,600,000
)

 —

 —

 Contingent consideration

 —

 —

 906,000

 ( 906,000
)

 —

 —

 —

 —

 2,805,678

 —

 —

 2,805,678

 Private Placements

 17,350,800

 1,735

 12,930,262

 —

 —

 12,931,997

 Issuance costs in connection with the Private Placements

 —

 —

 ( 419,499
)

 —

 —

 ( 419,499
)

 Shares issued from exercise of Series A Warrants

 13,742,879

 1,375

 4,255,907

 —

 —

 4,257,282

 Shares issued from exercise of Series B Warrants

 5,749,598

 1,384

 —

 —

 1,959

 Issuance of common stock for Forward Purchase Agreement

 9,543,002

 ( 954
)

 —

 —

 —

 Issuance of common stock for Forward Purchase Agreement Compensation

 2,850,000

 1,025,715

 —

 —

 1,026,000

 Stock-based compensation to consultant

 —

 —

 700,000

 —

 —

 700,000

 Shares issued to consultant

 694,637

 249,931

 —

 —

 250,000

 Stock-based compensation

 —

 —

 2,367,014

 —

 —

 2,367,014

 —

 —

 —

)

 —

)

 Balance at December 31, 2024

 131,697,982

 $
 13,169

 $
 93,045,581

 $
 ( 115,880,509
)

 $
)

 $
 ( 22,902,000
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

 For the
 Year Ended

 2024

 2023

 Cash Flows From Operating Activities:

 $
)

 $
)

 Adjustments to reconcile net income (loss) to net cash used in operating activities:

 Depreciation and amortization

 350,509

 552,855

 Stock based compensation

 2,367,014

 —

 Equity compensation expense

 1,976,000

 —

 Non-cash interest expense

 303,061

 —

 ( 18,011,100
)

 —

 30,281,475

 —

 Changes in operating assets and liabilities:

 Accounts receivable

 1,165

 ( 1,127
)

 Other receivable

 —

 ( 187,500
)

 Inventory

 ( 1,700
)

 —

 Prepaid expenses

 3,515

 ( 12,168
)

 Accounts payable and accrued expenses

 1,344,669

 31,777

 Income taxes payable

 ( 82,898
)

 —

 Excise taxes

 19,486

 —

 Due to related party

 —

 872,485

 Net Cash Used In Operating Activities

 ( 7,377,807
)

 ( 4,068,302
)

 Cash Flows From Investing Activities:

 Capitalized patent costs

 ( 246,074
)

 ( 376,150
)

 Net Cash Used In Investing Activities

 ( 246,074
)

 ( 376,150
)

 Cash Flows From Financing Activities:

 Capital contributions from Global Graphene Group

 487,273

 3,823,657

 Cash received from NUBI Trust

 25,160,047

 —

 Discount payment related to Non Redemption Agreement

 ( 13,937,997
)

 —

 Payment for reimbursement of consideration shares related to the Forward Purchase Agreement payment

 ( 2,193,800
)

 —

 Reimbursement for Recycled Shares related to Forward Purchase Agreement

)

 —

 Transaction expenses in connection with the Merger

 ( 8,948,009
)

 —

 Inflow from Merger

 17,555

 —

 Proceeds from convertible notes

 527,500

 —

 Proceeds from short-term notes

 670,000

 —

 Repayment of short-term notes

 ( 1,389,146
)

 —

 Proceeds from issuance of common stock and warrants in connection with Private Placement

 7,850,000

 —

 Proceeds from issuance of common stock from exercise of warrants

 4,259,241

 —

 Issuance costs in connection with Private Placement

 ( 419,499
)

 —

 Repayment of related party payable

 ( 1,026,091
)

 —

 Net Cash Provided By Financing Activities

 10,976,833

 3,823,657

 Net change in cash

 3,352,952

 ( 620,795
)

 Cash at beginning of period

 621,575

 Cash at end of period

 $
 3,353,732

 $

 Supplemental disclosure

 Cash paid for interest

 $
 169,911

 $
 —

 Cash paid for federal income taxes

 $
 89,959

 $
 —

 Supplemental disclosure of non-cash financing activities:

 Issuance of Common Stock upon the closing of the Merger

 $
 4,993

 $
 —

 Capitalized interest to principal balance of short-term note payable

 $
 24,061

 $
 —

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 7

 NOTES TO CONSOLIDATED AND COMBINED
FINANCIAL STATEMENTS

 NOTE 1
— DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

 Solidion Technology, Inc (the "Company", "Solidion"
or "Solidion Technology"), formerly known as Nubia Brand International Corp. prior to February 2, 2024, was incorporated in
Delaware on June 14, 2021 and is an advanced battery technology company focused on the development and commercialization of next-generation
battery materials, components, and energy storage solutions. Headquartered in Dallas, Texas, with research and development (R&D) and
manufacturing operations in Dayton, Ohio, Solidion.

 On February 2, 2024, Nubia Brand International
Corp., a Delaware corporation ("Nubia" and after the Transactions described herein, the "Company", "Solidion"
or "Solidion Technology, Inc."), consummated the merger (the "Closing") pursuant to a Merger Agreement, dated
February 16, 2023 (as amended on August 25, 2023, the "Merger Agreement"), by and among Nubia, Honeycomb Battery Company,
an Ohio corporation ("HBC"), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia ("Merger
Sub"). HBC was formerly the energy solutions division of Global Graphene Group, Inc. ("G3"). Pursuant to the Merger
Agreement, Merger Sub merged with and into HBC (the "Merger," and the transactions contemplated by the Merger Agreement, the
"Transactions"), with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed "Solidion Technology,
Inc." upon Closing.

 In
accordance with the Merger Agreement the Company issued to the HBC stockholders aggregate consideration of 70,000,000 shares of Solidion's
common stock, minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties related to the G3 Tax
Lien (the "Closing Merger Consideration Shares") at the effective time of the Merger Agreement (the "Effective Time"),
plus up to an additional 22,500,000 shares of Solidion's common stock (the "Earnout Shares") upon the occurrence
of the following events (or earlier upon a change of control of Solidion but subject to (and only to the extent that) the valuation of
Solidion's common stock implied by such change of control transaction meeting the respective volume weighted average price ("VWAP"),
as defined in the Merger Agreement, thresholds set forth below) (the "Earnout Arrangement"):

 (i)
 5,000,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is thirty (30) days following the closing date of the Transactions (the "Closing Date") until the second anniversary of the Closing Date, the VWAP of the shares of Solidion's Class A common stock is greater than or equal to $12.50 per share (subject to any adjustment pursuant to the Merger Agreement);

 (ii)
 7,500,000
 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period
 from and after the date that is one hundred eighty (180) days following the Closing Date
 until the date that is forty-two (42) months following the Closing Date, the VWAP of the
 shares of Solidion's Class A common stock is greater than or equal to $15.00 per share
 (subject to any adjustment pursuant to the Merger Agreement); and

 (iii)
 10,000,000
 Earnout Shares if over any ten (10) trading days within any thirty (30) trading day period
 from and after the date that is one hundred eighty (180) days following the Closing Date
 until the fourth anniversary of the Closing Date, the VWAP of the shares of Solidion's
 Class A common stock is greater than or equal to $25.00 per share (subject to any adjustment
 pursuant to the Merger Agreement).

 If,
prior to the expiration of the earn out periods set forth in (i)-(iii) above, there occurs any transaction resulting in a change in control,
and the corresponding valuation of Solidion's Class A common stock, calculated inclusive of the Earnout Shares to be issued under
the Earnout Arrangement, is greater than or equal to the amount set forth in (i)-(iii), as applicable, then, immediately prior to the
consummation of such change in control, the event set forth in (i)-(iii), as applicable, if not previously satisfied, shall be deemed
to have occurred, subject to the terms provided in the Merger Agreement.

 As of December 31, 2024, none of the Earnout Shares
had been earned by G3.

 F- 8

 The Merger was accounted for as a common control
transaction with respect to HBC which is akin to a reverse recapitalization. This conclusion was based on the fact that G3 had a controlling
financial interest in HBC prior to the Merger and has a controlling financial interest in Solidion (which includes HBC as a wholly owned
subsidiary). Net assets of Nubia were stated at their historical carrying amounts with no goodwill or intangible assets recognized in
accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Merger with respect
to HBC was not treated as a change in control due primarily to G3 receiving the controlling voting stake in Solidion and G3's ability
to nominate a majority of the board of directors of Solidion. Under the guidance in ASC 805 for transactions between entities under common
control, the assets and liabilities of HBC and Nubia are recognized at their carrying amounts on the date of the Merger.

 Under a reverse recapitalization, Nubia was treated as the "acquired"
company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of HBC issuing
stock for the net liabilities of Nubia, accompanied by a recapitalization.

 Going
Concern

 The
Company's financial statements have been prepared under the assumption that the Company will continue as a going concern, which
contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the foreseeable future.

 Since the Company's inception, it has experienced
recurring net losses and net cash used in operating activities and has generated minimal sales. For the year ended December 31, 2024,
the Company recorded a net loss of $ 25,929,003, which included a gain of $ 18,011,100 due to the change in the fair value of derivative
liabilities and a $ 30,281,475 loss due to the issuance of common stock and warrants, net cash used in operating activities of $ 7,377,807
and as of December 31, 2024, had cash and cash equivalents of $ 3,353,732. For the year ended December 31, 2023, the Company recorded a
net loss of $ 5,324,624 and net cash used in operating activities of $ 4,068,302. The Company expects to continue to incur net losses and
net cash used in operating activities in accordance with its operating plan and expects that expenditures will increase significantly
in connection with its ongoing activities. As of the balance sheet date and up to the date that the financial statements were issued,
the Company does not have availability under any debt agreements. Given the Company's projected operating requirements and its existing
cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations and meet its obligations through
one year following the date that the financial statements were issued. In addition, the Company has received a notice from the Nasdaq
related to their failure to maintain the minimum bid price requirement of $ 1 per share. The Company is not currently in compliance with
the Nasdaq listing rules and if the Company does not regain compliance, the common stock of the Company could be delisted from the Nasdaq
exchange. If the Company's common stock is delisted, it may affect the Company's ability to obtain financing, trade or sell
shares of their common stock, and/or forecasted operations could be negatively impacted in an amount that the Company cannot currently
quantify. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern.

 As
an early-stage growth company, the Company's ability to access capital is critical. The Company plans to finance its operations
with proceeds from the sale of equity securities or debt; however, there is no assurance that management's plans to obtain additional
debt or equity financing will be successfully implemented or implemented on terms favorable to the Company.

 The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Risks
and Uncertainties

 The
Company's current business activities consist of development and commercialization of battery materials, components, cells, and
selected module/pack technologies. The Company faces inherent risks associated with its operations, such as the ongoing development of
its technology, marketing, and distribution channels, as well as the enhancement of its supply chain and manufacturing capabilities.
Additionally, the need to recruit additional management and key personnel is vital. The success of the Company's development initiatives
and the achievement of profitability hinge on various factors, including its ability to enter potential markets and secure sustainable
financing in the future.

 The
Company's future results of operations involve a number of risks and uncertainties. Factors that could affect the Company's
future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological
change, competition from substitute products and larger companies, protection of proprietary technology, ability to maintain distributor
relationships and dependence on key individuals.

 F- 9

 NOTE 2 — CORRECTION OF ERRORS IN PREVIOUSLY
REPORTED CONSOLIDATED FINANCIAL STATEMENTS

 Subsequent
to the issuance of the interim financial information as of and for the period ended September 30, 2024, the Company identified an error
related to the accounting for issuance costs associated with convertible notes. Specifically, approximately $ 2.8 million of non-cash,
non-operating stock-based expense related to bonus shares was inadvertently omitted and not reflected in the financial statements for
the first quarter of 2024. See Note 11 Convertible Notes for more details.

 As a result,
the Company has revised its previously issued financial statements for the first, second, and third quarters of 2024 to reflect the correction
of this material error, recording the issuance cost in issuance of Common stock and warrants within non-operating losses. The revision
had no impact on total shareholders' equity or cash flows, but it did increase net loss and increase additional paid-in capital
in the affected periods.

 The revised
quarterly financial information is included in this Annual Report on Form 10-K in the tables that follow. The audited annual financial
statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position
and results of operations for the periods presented. The restatements will be reflected in the comparative financial statements included
in future filings of our 2024 unaudited condensed consolidated and combined financial statements within our Quarterly Reports on Form
10-Q.

of the restatement on the condensed consolidated and combined balance sheet as of March 31, 2024 is as follows:

 March 31, 2024

 Stockholder's Equity (Deficit):

 Preferred stock, $ 0.0001 par value; 2,000,000 shares authorized; none issued and outstanding

 -

 -

 -

 Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 86,900,398 issued and outstanding

 8,689

 -

 8,689

 Additional paid-in capital

 79,158,563

 81,928,282

)

 -

)

 Accumulated deficit

 ( 119,717,769
)

)

 ( 122,487,488
)

 Total Stockholder's Equity

 ( 40,630,758
)

 -

 ( 40,630,758
)

of the restatement on the condensed consolidated and combined balance sheet as of June 30, 2024 is as follows:

 June 30, 2024

 Stockholder's Equity (Deficit):

 Preferred stock, $ 0.0001 par value; 2,000,000 shares authorized; none issued and outstanding

 -

 -

 -

 Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 87,100,341 issued and outstanding

 8,709

 -

 8,709

 Additional paid-in capital

 79,610,239

 82,379,958

)

 -

)

 Accumulated deficit

 ( 97,699,353
)

)

 ( 100,469,072
)

 Total Stockholder's Equity

 ( 18,160,646
)

 -

 ( 18,160,646
)

of the restatement on the condensed consolidated and combined balance sheet as of September 30, 2024 is as follows:

 September 30, 2024

 Stockholder's Equity (Deficit):

 Preferred stock, $ 0.0001 par value; 2,000,000 shares authorized; none issued and outstanding

 -

 -

 -

 Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 117,340,914 issued and outstanding

 11,733

 -

 11,733

 Additional paid-in capital

 85,617,896

 88,387,615

)

 -

)

 Accumulated deficit

 ( 104,336,032
)

)

 ( 107,105,751
)

 Total Stockholder's Equity

 ( 18,786,644
)

 -

 ( 18,786,644
)

 F- 10

of the restatement on the condensed consolidated and combined statements of operations for the three months ended March 31, 2024, six
months ended June 30, 2024 and nine months ended September 30, 2024 is as follows:

 March 31, 2024

 OTHER INCOME (EXPENSE)

 ( 8,182,500
)

 -

 ( 8,182,500
)

 Issuance of Common Stock and Warrants

 ( 17,820,998
)

)

 ( 20,590,717
)

 Interest income

 -

 Interest expense

 ( 3,739
)

 -

 ( 3,739
)

 Other income (expense)

 ( 1
)

 -

 ( 1
)

 Total other expense

 ( 26,006,927
)

)

 ( 28,776,646
)

 Net loss before income tax provision

)

)

)

 Income tax provision

 -

 -

 -

)

)

)

 Weighted average shares outstanding, basic and diluted

 78,198,418

 1,054,018

 79,252,436

 Basic and diluted net loss per share and diluted

 ( 0.38
)

 ( 0.03
)

 ( 0.41
)

 June 30, 2024

 OTHER INCOME (EXPENSE)

 16,784,200

 -

 16,784,200

 Issuance of Common Stock and Warrants

 ( 17,820,998
)

)

 ( 20,590,717
)

 Interest income

 -

 Interest expense

 ( 22,923
)

 -

 ( 22,923
)

 Other income (expense)

 4,037

 -

 4,037

 Total other expense

 ( 1,055,202
)

)

 ( 3,824,921
)

 Net loss before income tax provision

)

)

)

 Income tax provision

 -

 -

 -

)

)

)

 Weighted average shares outstanding, basic and diluted

 82,556,000

 2,201,750

 84,757,750

 Basic and diluted net loss per share

 ( 0.09
)

 ( 0.03
)

 ( 0.12
)

 September 30, 2024

 OTHER INCOME (EXPENSE)

 24,017,035

 -

 24,017,035

 Issuance of Common Stock and Warrants

 ( 27,475,797

)

)

 ( 30,245,516

)

 Interest income

 2,055

 -

 2,055

 Interest expense

 ( 45,833

)

 -

 ( 45,833

)

 Other income (expense)

 3,665

 -

 3,665

 Total other expense

 ( 3,498,875

)

)

 ( 6,268,594

)

 Net loss before income tax provision

)

)

)

 Income tax provision

 -

 -

 -

)

)

)

 Weighted average shares outstanding, basic and diluted

 88,231,503

 2,587,120

 90,818,623

 Basic and diluted net loss per share

 ( 0.16

)

 ( 0.03

)

 ( 0.19

)

 F- 11

of the restatement on the condensed consolidated and combined changes in stockholder's (deficit) equity for the three months ended
March 31, 2024, six months ended June 30, 2024 and nine months ended September 30, 2024 is as follows:

 Three Months Ended March 31, 2024

 Additional

 Total Stockholders'

 Paid-in

 Accumulated

 Deficit

 (Deficit)

)

 —

 —

 —

 —

)

)

 Balance at March 31, 2024

 $
 79,158,563

 $
 ( 119,717,769
)

 $
 ( 40,630,758
)

 —

 —

 —

 —

 —

)

)

 Balance at March 31, 2024

 $

 $
)

 $
 —

)

 —

 —

)

)

 Balance at March 31, 2024

 $
 81,928,282

 $
 ( 122,487,488
)

 $
 ( 40,630,758
)

 Six Months Ended June 30, 2024

 Additional

 Stockholders'

 Paid-in

 Accumulated

 Deficit

 (Deficit)

)

 —

 —

 —

 —

)

)

 Balance at June 30, 2024

 79,610,239

 ( 97,699,353
)

 ( 18,160,646
)

 —

 —

 —

 —

 —

)

)

 Balance at June 30, 2024

)

 —

)

 —

 —

)

)

 Balance at June 30, 2024

 82,379,958

 ( 100,469,072
)

 ( 18,160,646
)

 F- 12

 Nine Months Ended September 30, 2024

 Additional

 Stockholders'

 Paid-in

 Accumulated

 Deficit

 (Deficit)

)

 —

 —

 —

 —

)

)

 Balance at September 30, 2024

 85,617,896

 ( 104,336,032
)

 ( 18,786,644
)

 —

 —

 —

 —

 —

)

)

 Balance at September 30, 2024

)

 —

)

 —

 —

)

)

 Balance at September 30, 2024

 88,387,615

 ( 107,105,751
)

 ( 18,786,644
)

of the restatement on the condensed consolidated and combined statement of cash flows for the three months ended March 31, 2024, six months
ended June 30, 2024 and nine months ended September 30, 2024 is as follows:

 March 31, 2024

 Cash Flows From Operating Activities:

 Net income (loss)

)

)

)

 Adjustments to reconcile net loss to net cash provided by operating activities:

 Depreciation and Amortization expense

 94,392

 -

 94,392

 Stock-based compensation

 1,359,000

 -

 1,359,000

 8,182,500

 -

 8,182,500

 17,820,998

 20,590,717

 There was
no impact on net cash used in operating activities or within any line items within investing and financing activities.

 June 30, 2024

 Cash Flows From Operating Activities:

 Net income (loss)

)

)

)

 Adjustments to reconcile net loss to net cash provided by operating activities:

 Depreciation and Amortization expense

 197,303

 -

 197,303

 Stock-based compensation

 1,810,662

 -

 1,810,662

 ( 16,784,200
)

 -

 ( 16,784,200
)

 17,820,998

 20,590,717

 There was
no impact on net cash used in operating activities or within any line items within investing and financing activities.

 F- 13

 September 30, 2024

 Cash Flows From Operating Activities:

 Net income (loss)

)

)

)

 Adjustments to reconcile net loss to net cash provided by operating activities:

 Depreciation and Amortization expense

 298,805

 -

 298,805

 Stock-based compensation

 2,088,838

 -

 2,088,838

 Equity compensation expense

 1,726,000

 -

 1,726,000

 ( 24,017,035
)

 -

 ( 24,017,035
)

 27,475,797

 30,245,516

 There was
no impact on net cash used in operating activities or within any line items within investing and financing activities.

 NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis
of Presentation and Principles of Consolidation

 The accompanying audited consolidated
and combined financial statements (the "financial statements") are presented in conformity with US GAAP and pursuant to the
rules and regulations of the SEC.

 During
the periods prior to the Closing date of the Merger, the Company operated as part of G3. Consequently, stand-alone financial
statements have not historically been prepared for the Company. The accompanying financial statements have been prepared from
G3's historical accounting records and are presented on a stand-alone basis as if the Company's operations had been
conducted independently from G3. Therefore, the financial statements included herein may not be indicative of the financial
position, results of operations, and cash flows of the Company in the future or if the Company had been a separate, stand-alone
entity during the periods presented.

 The Company's financial statements have been prepared under the
assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities
in the normal course of business for the foreseeable future.

 The
financial statements include the Company entities. All intercompany transactions have been eliminated for consolidation purposes.

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities
Act"), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.

 Use
of Estimates

 The
preparation of financial statements in conformity with US GAAP requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period.

 F- 14

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.

 Segment
Reporting

 The Company has determined that the Chief Executive Officer is its
Chief Operating Decision Maker (the "CODM"). Operating segments are defined as components of an entity for which separate
financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment
and in assessing performance. The Company has determined that it operates in one operating segment and one reportable segment, as the
CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources,
and evaluating financial performance.

 The CODM uses consolidated net income (loss) as
the measure of segment profit or loss. Expense information is also reviewed only at the consolidated level, as presented in the Company's
consolidated statement of operations. Research and development expense has been identified as a significant segment expense, with all
other expense lines being considered part of 'Other segment items.' Additionally, the CODM evaluates assets on a consolidated
basis. As such, the Company reports segment profit or loss, segment expenses, and segment assets on a consolidated and combined basis.

 Cash
and cash equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2024 and 2023.

 Accounts
Receivable, net of Allowance for Credit Losses

 Accounts
receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for credit losses to ensure
accounts receivables are not overstated due to un-collectability. Bad debt reserves are maintained as warranted for various customers
based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical
experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer's inability
to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in such customer's operating results
or financial position. If circumstances related to a customer change, estimates of the recoverability of receivables would be further
adjusted. As of December 31, 2024 and 2023, the Company determined that no allowance was required.

 Other
Receivable

 As of December 31, 2023, the Company held an other
receivable balance of $ 187,500 from Nubia. This balance originated from cash advances made by G3 on behalf of The Battery Group of G3,
in connection with Nubia's funding requirements for extensions of time in closing the Merger. Pursuant to the Merger Agreement,
G3's Battery Group was responsible for funding 50 % of this additional trust funding requirement. As of December 31, 2024, following
the elimination of an intercompany amount upon the closing of the Merger, the Company no longer had a balance related to the trust funding
requirement. During the first quarter, the Company advanced $ 302,500 to G3 for transaction costs incurred during the Merger. The outstanding
balance of other receivables amounted to $ 302,500 as of December 31, 2024.

 Inventory

 Inventories
are stated at the lower of first-in, first-out cost or net realizable value. The Company writes-down its inventory for estimated obsolescence
or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions
about future demand and market conditions. The Company writes off obsolete inventories when the Company deems the value to be impaired.
As of December 31, 2024 and December 31, 2023, the Company determined that no write off was required.

 Property
and Equipment, net

 Property and equipment are recorded at cost less
accumulated depreciation. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets,
are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or
otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss
on disposal is recognized. The Company assesses the carrying value of its property and equipment for impairment each year and when
indicators exist that there could be an impairment.

 Based on its assessments, the Company did not incur any impairment
charges for the year ended December 31, 2024 and 2023.

 F- 15

 The
Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful
lives of the assets. The estimated useful lives are as follows:

 Building

 40 years

 Building improvements

 15 years

 Machinery & equipment

 5 years

 Depreciation expense of property and equipment
was $ 224,616 and $ 311,308 for the year ended December 31, 2024 and 2023, respectively.

 Patents

 The
Company capitalizes external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents. The Company's
intangible assets consist of capitalized costs for unissued patents and issued patents. Issued patents are carried at cost less accumulated
amortization. Successful patent efforts are amortized over the life of the patent, and unsuccessful efforts are expensed. The issued
patents are being amortized over a useful life of 20 years. Amortization of the patent costs commences upon patent issuance.

 Net unissued and issued patents were $ 1,110,815 and $ 862,014 as of
December 31, 2024, respectively; and $ 1,103,792 and $ 748,857 as of December 31, 2023, respectively. The Company assesses the carrying
value of its intangible assets for impairment each year and when indicators exist that there could be an impairment. Based on its
assessments, the Company did not incur any impairment charges for the year ended December 31, 2024 and 2023.

 Amortization expense for the patents included in the consolidated and
combined statements of operations was $ 125,893 and $ 240,066 for the years ended December 31, 2024 and 2023. Future amortization expense
for the patents over the next five years is anticipated to be approximately $ 83,528 per year.

 Leases

 The Company determines whether an arrangement
is a lease at inception. For leases where the Company is the lessee, right-of-use assets are recognized as the lease liability, adjusted
for lease incentives received and prepayments made. Lease liabilities are recognized based on the present value of remaining lease payments over
the lease term. When the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate
based on the information available at lease commencement date in determining the present value of lease payments. Operating lease
expense is recognized on a straight-line basis over the lease term. Leases with an initial lease term of 12 months or less are not recorded
on the consolidated balance sheet.

 The Company has elected the short-term lease practical expedient under
ASC 842, applying it consistently to all leases with an initial term of 12 months or less, which are excluded from the consolidated balance
sheet. Lease expense for these leases is recognized on a straight-line basis over the lease term. The Company had no right-of-use assets
or lease liabilities recorded on its consolidated and combined balance sheet as of December 31, 2024, and 2023.

 Translation
of Foreign Currencies

 The
functional currency of Solidion's Taiwan subsidiary is the New Taiwan Dollar. In accordance with Financial Accounting Standards
Board (FASB) Accounting Standards Codification (ASC) 830, Foreign Currency Matters, the financial statements of the Company's
Taiwan subsidiary are translated to U.S. dollars using the exchange rates at the balance sheet dates for assets and liabilities, the
historical exchange rate for stockholders' equity accounts and a weighted average exchange rate for revenue, expenses and gains
or losses. Foreign currency translation adjustments are accumulated in a separate component of stockholders' deficit until the
foreign business is sold or substantially liquidated. Foreign currency translation adjustments for the periods presented in these financial
statements were not material.

 Revenue
Recognition

 Revenue
is recognized when a performance obligation has been satisfied by transferring control of promised products or services to customers
in an amount that reflects the consideration the Company expects to receive in exchange for those products. Revenues are recognized at
a point in time when control transfers to customers, which is generally determined when title, ownership and risk of loss pass to the
customer.

 Research
and Development

 All
research and development costs are expensed as incurred.

 Selling,
General and Administrative Expenses

 Selling,
general and administrative expenses represent costs incurred by the Company in managing the business, including salary, benefits, stock-based
compensation, sales, insurance, professional fees and other operating costs associated with the Company's non-research and development
activities.

 F- 16

 Stock-Based
Compensation

 The
Company has an incentive equity plan, ("2023 Equity Incentive Plan"). Under the terms of the plan, Solidion's employees,
consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards in the form 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.

 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.

 The
Company measures stock options and restricted stock unit awards granted to employees, non-employees, and directors based on the fair
value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally
the vesting period of the respective award. Options granted under the 2023 Equity 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. Forfeitures are accounted for as they occur.

 Generally,
the Company issues stock options and restricted stock units with only service-based vesting conditions and records the expense for these
awards using the straight-line method. The Company also issues restricted stock awards with market-based vesting conditions, the effects
of which are included in the grant date fair value of the awards. Compensation expense related to awards with market-based vesting conditions
is recognized irrespective of whether the condition is satisfied, so long as the requisite service period is fulfilled.

 The
fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company lacks
a sufficient history of company-specific historical and implied volatility information for its common stock. The Company therefore estimates
its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do
so until such time as it has adequate historical data regarding the volatility of its own traded stock price.

 The
expected term of all of the Company's stock options has been determined utilizing the "simplified" method. The risk-free
interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods
approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash
dividends on its common stock and does not expect to pay any cash dividends in the foreseeable future.

 Income
Taxes

 The Company follows the asset and liability method
of accounting for income taxes under ASC 740, " Income Taxes." Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 ASC 740 prescribes a recognition threshold and a measurement attribute
for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company recognized an uncertain tax position
of approximately $ 0.2 million, recognized as a reduction of its gross deferred tax asset as of December 31, 2024. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by major taxing authorities since inception.

 The Company files income and franchise tax returns with the United
States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing and amount of
deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of
December 31, 2024, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes. The Company's
management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 F- 17

 Net
Income (Loss) per Common Stock

 The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, " Earnings Per Share. " Net income
(loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding
for the period.

 The calculation of diluted income (loss) per
share of common stock does not include potentially dilutive common stock equivalents if their include would be anti-dilutive as of December
31, 2024 and 2023. As such, net loss per common stock is the same for basic and diluted loss per share for the year ended December 31,
2024 and 2023.

 The following table presents potentially dilutive common stock equivalents
that have been excluded from the calculation of dilutive loss per share as their inclusion would be anti-dilutive at December 31, 2024.

 HBC Holdback Shares

 200,000

 Warrants – Public

 6,175,000

 Warrants – Private

 5,405,000

 Warrants - Series A

 8,398,822

 Warrants - Series C

 24,434,936

 Warrants - Series D

 12,217,468

 Stock-based compensation - equity awards

 300,000

 Arbor Lake Strategic Cooperation Consulting Agreement

 2,000,000

 HBC Earnout Shares

 22,500,000

 Total common stock equivalents excluded from dilutive loss per share

 81,631,226

 No common stock equivalents have been excluded from the calculation
of dilutive loss per share at year ended December 31, 2023.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000. The Company has not experienced losses on these accounts.

 Fair
Value of Financial Instruments

 Fair value is defined as the price that would
be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement
date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). See Note 14.

 Equity-Linked Instruments

 The Company evaluates all equity-linked contracts,
including warrants and the Forward Purchase Agreement ("FPA"), to determine classification as either equity or liability in
accordance with FASB ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), and FASB ASC 815, Derivatives and Hedging
("ASC 815"). This assessment considers whether the instruments meet the fixed-for-fixed equity classification criteria and whether
any provisions require liability treatment, including potential "net cash settlement" outside of the Company's control.
Instruments that qualify for equity classification are recorded as a component of additional paid-in capital, while those requiring liability
classification are measured at fair value, with subsequent changes recorded in earnings. This assessment is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the FPA and warrants are outstanding.

 F- 18

 For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued
or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their
initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the outstanding public warrants
and private placement warrants ("Private Warrants") issued in connection with Nubia's initial public offering in 2022
as equity-classified instruments under ASC 815-40 since they qualify as being indexed to the company's own stock for equity classification
criteria and do not contain provisions that would require liability classification.

 The Company accounts for the outstanding Series A, Series B, Series
C, and Series D warrants issued in connection with the March and August 2024 private placement financings (the "PIPE Warrants")
as liability-classified instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification
criteria under ASC 815-40. The Company utilizes a Monte Carlo simulation model to determine the fair value of the PIPE Warrants. The resulting
fair value is recorded as a derivative liability on the combined and consolidated balance sheets, and with changes in the fair value of
the PIPE Warrants recorded as a non-cash other income (expense) within change in fair value of derivative liabilities account on
the Company's consolidated and combined statements of operations.

 Forward Purchase Agreement

 The Company accounts for the FPA as either equity-classified
or liability-classified instruments based on an assessment of the FPA specific terms and applicable authoritative guidance in ASC 480,
and FASB ASC 815, "Derivatives and Hedging" ("ASC 815"). The assessment considers whether the FPA is a freestanding
financial instrument pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the FPA meets all of the
requirements for equity classification under ASC 815, including whether the FPA is indexed to the Company's own common shares and
whether the FPA holders could potentially require "net cash settlement" in a circumstance outside of the Company's control,
among other conditions for equity classification. This assessment is conducted at the time of FPA issuance and as of each subsequent quarterly
period end date while the FPA is outstanding.

 For issued or modified FPA that meets all of the criteria for equity
classification, the FPA is required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or
modified FPA that does not meet all of the criteria for equity classification, the FPA is required to be recorded at fair value on the
date of issuance and revalued at each balance sheet date thereafter. The Company accounts for the FPA as a liability-classified instrument
due to the settlement provisions. The Company utilizes a Monte Carlo simulation model to determine the fair value of the FPA. The resulting
fair value is recorded as a derivative liability on the combined and consolidated balance sheets. The Company records changes in the fair
value of the FPA as a non-cash other income (expense) within change in fair value of derivative liabilities account on the Company's
consolidated and combined statements of operations.

 F- 19

 Recently
Adopted Accounting Standards

 In November
2023, the FASB issued Accounting Standards Update (ASU) 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures," to enhance disclosures for significant segment expenses for all public entities required to report segment information
in accordance with ASC 280. The standard did not change the definition of a segment, the method for determining segments or the criteria
for aggregating operating segments into reportable segments. The amendments are effective for fiscal years beginning after December 15,
2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption is required for all prior periods
presented in the financial statements. The Company adopted the amendment effective January 1, 2024 for annual reporting purposes. The
adoption did not have a material impact to the Company's financial statements or disclosures.

 Recently Issued Accounting Standards

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information
within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective
for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company's management does not believe the
adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

 In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting
Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" to improve
disclosures by providing more detailed information about the types of expenses in commonly presented expense captions. The guidance is
effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December
15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial
statements and related disclosures.

 NOTE 4
— RECAPITALIZATION

 As
discussed in Note 1, the Merger was accounted for as a common control transaction with respect to HBC which is akin to a reverse recapitalization.

 Transaction
Proceeds

 Upon
the Closing, the Company received net proceeds of $ 17,555 after deducting transaction costs. The following table reconciles the elements
of the Merger to the consolidated and combined statements of cash flows and the consolidated and combined statements of changes in stockholders'
equity (deficit) for the period ended December 31, 2024:

 Cash
 received from NUBI Trust

 25,160,047

 Less:
 discount payment related to Non Redemption Agreement

 ( 13,937,997
)

 Less:
 reimbursement for consideration shares related to the FPA

 ( 2,193,800
)

 Less:
 reimbursement for Recycled Shares related to the FPA

)

 Less:
 transaction expenses paid in connection with the Merger

 ( 8,948,009
)

 Net
 cash received from NUBI Trust

 -

 Add:
 cash from NUBI operating account

 17,555

 Add:
 prepaid expenses

 165,407

 Less:
 derivative liabilities

 ( 20,889,950
)

 Less:
 other liabilities

 ( 4,086,172
)

 Reverse
 recapitalization, net

 ( 24,793,160
)

 F- 20

 The
number of shares of common stock issued immediately following the consummation of the Merger were:

 Nubia
 common stock, outstanding prior to the closing of the Merger

 6,004,741

 Shares
 issued to Nubia convertible noteholders

 5,962,325

 Predecessor
 HBC Shares

 Common
 stock immediately after the closing of the Merger

 81,767,066

 The
number of Predecessor HBC shares as follows:

 Predecessor

 HBC Shares

 Shares

 issued to
 shareholders of
 Predecessor
 HBC

 Common
 stock

 1,000

 IPO
warrants

 In connection with Nubia's
initial public offering in 2022, 6,175,000 public warrants and 5,405,000 Private Warrants were issued, all of which remain outstanding
and became warrants for the Common stock in the Company. The Company evaluated the IPO warrants and determined that it is a freestanding
equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the IPO warrants qualify for
equity classification.

 HBC
Holdback Shares

 The Company and G3 included
a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax
Lien is not released prior to closing. Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part
of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing. See
Note 6 for further discussion regarding Holdback Shares related to the G3 Tax Lien. As of the Merger closing and year-end, the G3 Tax
Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares have not been issued.

 HBC
Earnout Arrangement

 As noted in Note 1, in connection with the Merger, HBC shareholders
are entitled to up to 22,500,000 shares if certain post merger per share market prices are achieved. The Company evaluated the Earnout
Arrangement and determined that it is a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the
Company concluded that the Earnout Arrangement qualifies for equity classification. As the merger has been accounted for as a reverse
recapitalization, the fair value of the Earnout Arrangement has been accounted for as an equity transaction as of the Closing Date of
the Merger. The Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Arrangement at the date
of the merger, which included the following assumptions: stock price of $ 4.53, risk free rate of 3.98 %, volatility of 85 %, dividends yield
of 0 % and duration of 4 years.

 As of December 31, 2024, none of the Earnout Shares
had been earned by G3.

 NOTE
5 — FOREIGN OPERATIONS

 The foreign subsidiary of the Company, a research and development facility
based in Taiwan, operating as an extension of the Dayton, OH R&D team working on silicon anode technology advancement, represented
$ 18,290 and $ 24,132 of total assets, and $ 22,053 and $ 62,753 of total liabilities as of December 31, 2024 and December 31, 2023, respectively.
Of the total assets, property and equipment totaled $ 5,454 and $ 14,500 as of December 31, 2024 and December 31, 2023, respectively. There
were no revenues recognized by the foreign subsidiary for the year ended December 31, 2024 and 2023. Total expenses incurred by the foreign
subsidiary were $ 312,804, and $ 282,661 for the years ended December 31, 2024 and 2023, respectively.

 NOTE
6 — RELATED PARTIES

Contributions from Global Graphene Group ("G3")

 G3, a significant shareholder of the Company,
infused capital resources into the business to cover operating expenses incurred prior to the close of the merger. The capital contributions
from G3 included allocations for payroll, rent and facility costs, and professional services. The total capital contributions from G3
amounted $ 487,273 and $ 3,823,657 for the year ended December 31, 2024 and 2023, respectively.

 F- 21

 Other
Receivable

 As of December 31, 2023, the Company held an other receivable balance
of $ 187,500 from Nubia. This balance originated from cash advances made by Global Graphene Group ("G3") on behalf of the Battery
Group, in connection with Nubia's funding requirements for extensions of time in closing the Merger. Pursuant to the Merger Agreement,
the Battery Group was responsible for funding 50 % of this additional trust funding requirement. As of December 31, 2024, following the
elimination of an intercompany amount upon the closing of the Merger, the Company no longer had a balance related to the trust funding
requirement. During the first quarter, the Company advanced $ 302,500 to G3 for transaction costs incurred during the Merger. The outstanding
balance of other receivables amounted to $ 302,500 as of December 31, 2024.

 Shared
Services Agreement

 Effective February 2, 2024, the Company entered into a shared services
agreement (the "SSA") with G3, under which G3 agreed to provide certain services, including employees, office space and use
of equipment, and the Company agreed to pay for such services on a monthly basis. The SSA is subject to typical conditions and may be
terminated by either party upon written notice. The management and board continues to monitor the SSA and all other related party transactions
to uphold transparency and protect shareholder interests. Expenses incurred related to the SSA services and employees were $ 170,105 and
$ 576,309, respectively for the year ended December 31, 2024. There were $ 10,000 in amounts outstanding as of December 31, 2024.

 Due
to Related Party

 During
the merger closing process, G3 incurred certain transaction expenses that were due to be reimbursed by the Company after the Closing
Date, as per the Business Combination Agreement. These expenses included legal, advisory and audit fees directly associated with facilitating
the merger. The total amount due to G3 was $ 879,985 as of the Closing Date.

 Additionally,
at the time of the merger close, the Company had an outstanding payable related to the monthly administrative services support fees due
to Mach FM Corp, an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia. This fee covered office space, utilities, and secretarial
and administrative support provided by Mach FM to support Nubia's operating activities. The outstanding balance payable to Mach
FM amounted to $ 88,979 as of the Closing Date.

 During the year ended December 31, 2024, the Company repaid $ 879,985
due to related parties. Amounts outstanding as of December 31, 2024 to G3 and Mach FM Corp were $ 0 and $ 87,873, respectively.

 Contingent
Consideration

 At Closing, the G3 Tax Lien has not been settled
by G3 and as of December 31, 2024, the 200,000 Holdback Shares have not been issued. The contingent consideration represents a potential
obligation that would become released only upon G3 settling its G3 Tax Lien. See Note 4 further discussion regarding Holdback Shares related
to the G3 Tax Lien.

 As
of the Closing Date, the Company recorded a fair value of $ 906,000 for the 200,000 Holdback Shares, which was accounted for as an equity
transaction.

 NOTE
7 — COMMITMENTS AND CONTINGENCIES

 Litigation

 From
time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business. The
Company accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably
estimated. Management believes that there are no claims against us for which the outcome is expected to have a material effect on our
financial position, results of operations or cash flows.

 Settlement and Dismissal of Meteora Lawsuit

 On July 17, 2024, plaintiffs Meteora Capital Partners
LP, Meteora Select Trading Opportunities Master LP, and Meteora Strategic Capital LLC filed a lawsuit against Solidion Technology, Inc.
in the Delaware Chancery Court (Case No. 2024-0752-LWW). The lawsuit sought specific performance and monetary damages related to the FPA.

 On August 29, 2024, the Company and the Seller
entered into an amendment to the FPA (the "Amendment"). Concurrently, the parties signed and filed a joint stipulation for dismissal
with prejudice of the lawsuit (the "Stipulation"). Under the terms of the Stipulation, the Company agreed to issue 12,393,002
common shares to the Seller, consisting of 9,543,002 Additional Shares and 2,850,000 Share Consideration shares, within five business
days of the Stipulation's entry and pay the Seller's reasonable and documented attorney's fees related to the lawsuit, up to $ 65,000.

 On September 9, 2024, the Company and the Seller
filed the Stipulation in the Delaware Chancery Court, formally resolving the litigation. See Note 10 FPA amendment and resolution of
lawsuit for more details.

 F- 22

 G3
Tax Lien

 The Internal Revenue Service has placed a federal tax lien on all the
property and rights to property belonging to G3 which would include any proceeds from sale of property assets included in the financial
statements of the Company. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance owed is approximately
$ 2,035,000 as of March 2025.

 As disclosed in Note 4, the Company and G3 included
a provision in the Merger Agreement that adjusts the aggregate share consideration to be paid to the shareholders of HBC if the G3 Tax
Lien is not released prior to closing. Specifically, 200,000 shares of Solidion common stock, issuable to the HBC shareholders as part
of the Merger Consideration at or following closing, will depend on whether the G3 Tax Lien has been settled by G3 prior to closing. As
of the Merger closing and year-end, the G3 Tax Lien remained unsettled by G3 and as of December 31, 2024, the 200,000 holdback shares
have not been issued.

 The
G3 Tax Lien represents a potential obligation that would become payable only upon the sale of the building. As the timing and likelihood
of such a sale are uncertain and there are no immediate plans to sell, the Company has not recorded a liability on the balance sheet
for this contingent obligation. Should the Company decide to sell the building in the future, this lien may need to be settled from the
proceeds of the sale, which could impact the net cash inflow from such a transaction. The Company will continue to monitor the situation
and will recognize a liability in the financial statements if and when it becomes probable that the building will be sold and the lien
will need to be satisfied.

 Strategic
Cooperation Consulting Agreement

 On
September 11, 2024, the Company amended an existing Strategic Cooperation Consulting Agreement (the "Consulting Agreement")
by and between the Company and Arbor Lake Capital Inc. (the "Advisor"), pursuant to which the Company retained the Advisor
as its consultant to provide non-exclusive consulting services in connection with the Company's commercial and strategic business
development including but not limited to sales and market development, business partnership, joint-venture, alliance, licensing and supply
cooperation. In accordance with the terms of the Consulting Agreement, the Advisor shall be entitled to receive the consulting fees as
follows:

 2,000,000 shares of the Company's common stock as a retainer upon the signing of the Consulting Agreement;

 Any licensing agreement that results in a commercial/strategic partner(s) acquiring a license from the Company shall entitle the Advisor to 3 % (three percent) of upfront licensing revenue, plus 2 % (two percent) of annual loyalty revenue from the commercial/strategic partner(s) for the first three years;

 Any commercial/strategic cooperation in which the Company would distribute, resell or become a licensee of the commercial/strategic partner, the Company shall pay to the Advisor 0.4 % of the revenue generated by the Company under such agreement for the first three years beginning with the first date that the commercial/strategic partner delivers the first product;

 For any sales/purchase of Company products in excess of $2,000,000 annually or similar agreements with commercial/strategic partner(s) resulting from the services rendered hereunder to the Company shall accrue compensation to the Advisor as follows: 2% (two percent) of sales/purchase value up to $5 million of the Company from the Commercial/Strategic Partner(s), plus 1.5% (one and half percent) of sales/purchase value above $5 million of the company from the Commercial/Strategic Partner(s);

 For
 any other commercial/strategic cooperation including but not limited to partnership, joint-venture,
 alliance, and supply cooperation, the compensation will be further discussed and agreed upon
 by the parties when such cooperation commences.

 The term of the Consulting Agreement shall continue until the performance by each party of its respective obligations thereunder shall have been satisfied. Either party may terminate the relationship upon mutual agreement after 12 months upon the effective date of the Consulting Agreement.

 As the 2,000,000 shares are fully earned upon
the signing of the agreement, the Company recorded an expense within Selling, General, and Administrative expenses on the Company's
consolidated and combined statements of operations of $ 700,000 based on the stock price on the signing date.

 Registration Rights Agreement

 Pursuant to the Registration Rights Agreement,
dated August 30, 2024 (the "Agreement"), between the Company and the purchasers of privately placed securities (the "Purchasers"),
the Company was obligated, among other things, to file a registration statement to register the resale of such securities and to have
the Securities and Exchange Commission declare the registration statement effective by certain deadlines specified in the Agreement. As
of December 31, 2024, the Company had not met these deadlines. As a result, the Company recorded an expense of $ 240,000 within Selling,
General, and Administrative Expenses on its consolidated and combined statements of operations. If the Effectiveness Failure were
to continue, the liquidated damages would be limited to approximately $ 400,000 plus interest calculated in accordance with the Agreement.

 F- 23

 NOTE
 8 — STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred
Stock

 The Company is authorized to issue 2,000,000
shares of preferred stock with a par value of $ 0.0001 per share. As of December 31, 2024 and 2023, there were no shares of preferred
stock issued or outstanding.

 Common
Stock

 The Company is authorized to issue 300,000,000 shares of common stock
with a par value of $ 0.0001 per share. Holders of common stock are entitled to one vote for each share. As of December 31, 2024 and 2023,
respectively, there were 131,697,982 and 69,800,000 (adjusted for reverse recapitalization) shares of common stock issued and outstanding,
respectively.

Financing

 On March 13, 2024, Solidion entered into a private placement transaction
(the "March Private Placement"), pursuant to a Securities Purchase Agreement (the "March Subscription Agreement")
with certain institutional investors (the "Purchasers") for aggregate gross proceeds of $ 3,850,000. The issuance costs associated
with the March Private Placement, including fees to the placement agent and other expenses, totaled $ 522,867, of which $ 262,064 was allocated
to the issuance of March Private Placement common stock and $ 260,803 was allocated to the issuance of series A and B warrants. The March
Private Placement closed on March 15, 2024.

 As part of the March Private Placement, the Company issued an aggregate
of 5,133,332 units and pre-funded units (collectively, the "Units") at a purchase price of $ 0.75 per unit (less $ 0.0001 per
pre-funded unit). Each Unit consists of (i) one share of Solidion Common Stock, (ii) two Series A warrants ("Series A Warrants")
each to purchase one share of Common Stock, and (iii) one Series B warrant ("Series B Warrants") to purchase such number of
shares of Common Stock as determined on the reset date, and in accordance with the terms therein.

 On August 30, 2024, the Company entered into a private placement transaction
(the "August Private Placement"), pursuant to a Securities Purchase Agreement (the "August Subscription Agreement")
with certain institutional investors (the "Purchasers") for aggregate gross proceeds of $ 4,000,000. The issuance costs associated
with the August Private Placement, including fees to the placement agent and other expenses, totaled $ 380,001, of which $ 157,435 was allocated
to the issuance of August Private Placement common stock and $ 222,566 was allocated to the issuance of Series C and D warrants. The August
Private Placement closed on September 5, 2024. The Company used the net proceeds from the August Private Placement for working capital
and general corporate purposes.

 As part of the August Private Placement, the Company issued an aggregate
of 12,217,468 units and pre-funded units (collectively, the "Units") at a purchase price of $ 0.3274 per unit. Each Unit consists
of (i) one share of common stock, par value $ 0.0001 per share of the Company (the "Common Stock") (or one pre-funded warrant
to purchase one share of Common Stock (the "Pre-Funded Warrant")), (ii) two Series C warrants each to purchase one share of
Common Stock (the "Series C Warrant") and (iii) one Series D warrant to purchase such number of shares of Common Stock as
determined on the Reset Date (as defined below), and in accordance with the terms therein (the "Series D Warrant" and together
with the Pre-Funded Warrant and the Series C Warrant, the "Warrants").

 The Company accounts for the outstanding PIPE Warrants as liability-classified
instruments because certain settlement adjustments prevent them from meeting the fixed-for-fixed equity classification criteria under
ASC 815-40. The Company utilizes a Monte Carlo simulation model to determine the fair value of the PIPE Warrants. The resulting fair value
is recorded as a Derivative liability on the combined and consolidated balance sheets, and records changes in the fair value of the PIPE
Warrants as a non-cash other income (expense) within Change in fair value of derivatives account on the Company's consolidated
and combined statements of operations.

 NOTE 9 — WARRANTS

 IPO
Warrants – Public Warrants

 In connection with Nubia's initial public offering in 2022,
 6,175,000 public warrants were issued, entitling holders to purchase one share of common stock at an exercise price of $ 11.50 per share,
subject to adjustment. Only whole warrants may be exercised. The warrants expire five years after the completion of the Company's
initial business combination, February 2, 2029.

 The Company is not obligated to issue shares upon warrant exercise
unless a registration statement covering the underlying shares is effective. If a registration statement is not effective, holders may
exercise warrants on a cashless basis under certain conditions. The Company may redeem the warrants at $ 0.01 per warrant, with at least
30 days' prior notice, if the common stock trades at or above $ 18.00 per share for 20 trading days within a 30 -day period after
the warrants become exercisable. Adjustments to the number of shares issuable upon exercise and the exercise price may occur in the event
of stock splits, dividends, reorganizations, or similar events. Warrants do not provide voting rights or shareholder privileges until
exercised. No fractional shares will be issued upon exercise.

 The Company evaluated the public warrants and determined that it is
a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the IPO warrants
qualify for equity classification.

 F- 24

 IPO
Warrants – Private Warrants

 In connection with Nubia's initial public offering in 2022, 5,405,000
Private Warrants were issued.

 Except as described below, the Private Warrants have terms and provisions
that are identical to those of the public warrants, including as to exercise price, exercisability and exercise period. The Private Warrants
will be exercisable on a cashless basis and will not be redeemable by us so long as they are held by the holders of the private warrants
or their permitted transferees. The holders of the Private Warrants or their permitted transferees have the option to exercise the private
warrants on a cashless basis. If the Private Warrants are held by holders other than the holders of the Private Warrants and their permitted
transferees, the Private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in
the units being sold in the Company's initial public offering.

 If exercised on a cashless basis, holders will receive shares of common
stock based on the difference between the warrant exercise price and the fair market value of the stock. Fair market value is determined
as the average last sale price of the common stock over the 10 trading days ending on the third trading day before the exercise notice
date. The reason that The Company have agreed that these warrants will be exercisable on a cashless basis so long as they are held by
the holders of the Private Warrants and their permitted transferees is because it is not known at this time whether they will be affiliated
with us following an initial business combination. If they remain affiliated with us, their ability to sell the Company's securities
in the open market will be significantly limited. The Company has policies in place that prohibit insiders from selling the Company's
securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company's
securities, an insider cannot trade in the Company's securities if he or she is in possession of material non-public information.
Accordingly, unlike public stockholders who typically could sell the shares of common stock issuable upon exercise of the warrants freely
in the open market, the insiders could be significantly restricted from doing so. As a result, The Company believes that allowing the
holders to exercise such warrants on a cashless basis is appropriate.

 In addition, holders of the Company's Private
Warrants are entitled to certain registration rights.

 The Company evaluated the Private Warrants and determined that it is
a freestanding equity-linked contract within the scope of ASC 815-40. Based on this guidance, the Company concluded that the Private Warrants
qualify for equity classification.

 Series A and Series B Warrants

 The Series A and Series B Warrants issued in conjunction with the March
Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance,
with remeasurement in each subsequent period. As such, on the date of issuance the Company allocated the proceeds between the common stock,
Series A Warrants and Series B Warrants first to the fair value of the Series A Warrants and Series B Warrants, which were recorded as
a liability.

 The Company used a Monte Carlo analysis to determine
the fair value of the warrants at the date of issuance on March 15, 2024 and as of the reporting date. The total fair value of the Series
A Warrants and Series B Warrants measured at issuance was $ 12,656,550 and $ 82,450, respectively, which exceeded the total gross proceeds
from the March Private Placement of $ 3,850,000. As the fair value of the derivative liability exceeded the proceeds on the day of issuance,
the difference was recorded as a loss from issuance of stock and warrants of $ 17,820,998.

 The fair value of the
Series A and Series B Warrants as of December 31, 2024, was $ 4,955,300 and $ 0, respectively, resulting in a gain of $ 7,783,700 during
the year ended December 31, 2024. As of December 31, 2024, 13,742,879 Series A Warrants and 5,749,598 Series B Warrants were exercised,
resulting in the issuance of 19,492,477 common shares. As of December 31, 2024, 8,398,822 Series A Warrants and no Series B Warrants remained
outstanding.

 Series C and Series D Warrants

 The Series C and Series D Warrants issued in conjunction with the August
Private Placement were determined to be liability classified in accordance with ASC 815 and have been recognized at fair value upon issuance,
with remeasurement in each subsequent period. As such, on the date of issuance the Company allocated the proceeds between the common stock,
Series C Warrants and Series D Warrants first to the fair value of the Series C Warrants and Series D Warrants, which were recorded as
a liability.

 The Company used a Monte Carlo analysis to determine
the fair value of the warrants at the date of issuance on August 30, 2024 and as of the reporting date. The total fair value of the Series
C Warrants and Series D Warrants measured at issuance was $ 8,114,650 and $ 1,540,150, respectively, which exceeded the total gross proceeds
from the August Private Placement of $ 4,000,000. As the fair value of the derivative liability exceeded the proceeds on the day of issuance,
the difference was recorded as a loss from issuance of stock and warrants of $ 9,654,799.

 The fair value of the Series C Warrants and Series D Warrants as of
December 31, 2024 was $ 13,703,250 and $ 210,000, respectively, resulting in a loss of $ 4,258,450 during the year ended December 31, 2024.
There were no Series C Warrants and Series D Warrants exercised as of December 31, 2024.

 F- 25

 NOTE 10 — FORWARD PURCHASE AGREEMENT AND NON REDEMPTION AGREEMENT

 Forward
Purchase Agreement

 On December 13, 2023, Nubia entered into the FPA with Meteora Capital
Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively, the "Seller"
or "Forward Purchase Investors"). For purposes of the FPA, Nubia is referred to as the "Counterparty" prior to
the consummation of the Merger, while Solidion Technology, Inc. ("Pubco") is referred to as the "Counterparty"
after the consummation of the Merger. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such
terms in the FPA previously filed with the SEC.

 Pursuant to the terms of the Forward Purchase Agreement, Seller intends,
but is not obligated, to, concurrently with the Closing pursuant to Seller's FPA Funding Amount PIPE Subscription Agreement, purchase
up to 9.9 % of the total Class A ordinary shares, par value $ 0.0001 per share ("Additional Shares") outstanding following the
closing of the Merger, as calculated by Seller (the "Purchased Amount"), less the number of NUBI Shares purchased by Seller
separately from third parties through a broker in the open market ("Recycled Shares"). Seller will not be required to purchase
an amount of NUBI Shares such that, following such purchase, that Seller's ownership would exceed 9.9 % of the total NUBI Shares
outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9 % ownership limitation.
The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase
Agreement with respect to such shares as described under "Optional Early Termination" in the Forward Purchase Agreement.

 The FPA provides for a prepayment shortfall equal to 0.50 % of the product
of Recycled Shares and the Initial Price. The Seller may conduct Shortfall Sales at its discretion to recover this shortfall without triggering
early termination obligations. The Prepayment Amount payable to the Seller is calculated based on the number of shares purchased and the
redemption price, less any prepayment shortfall, and is funded from the Counterparty's Trust Account. Additionally, up to 200,000
shares may be purchased at the Initial Price.

 Following the Closing, the reset price (the "Reset Price")
was initially the Initial Price. The Reset Price will be subject to reset on a bi-weekly basis commencing the first week following the
thirtieth day after the closing of the Merger to be the lowest of (a) the then current Reset Price, (b) the Initial Price and (c) the
VWAP Price of the Shares of the prior two weeks; provided the Reset Price shall be subject to reduction upon a Dilutive Offering Reset
immediately upon the occurrence of such Dilutive Offering. The Seller also retains the right to terminate part or all of the transaction
through Optional Early Termination (OET) by providing notice, with corresponding payment obligations based on the Reset Price.

 F- 26

 The Valuation Date for settlement occurs at the earlier of three years
post-Merger, specified adverse events (e.g., delisting or registration failure), or at the Seller's discretion. Upon settlement,
adjustments may be made in cash or shares, depending on the circumstances.

 The Seller has waived redemption rights for Recycled Shares, which
may impact the overall redemption levels and market perception of the Merger. The FPA complies with tender offer regulations, including
Rule 14e-5 under the Securities Exchange Act of 1934.

 On February 2, 2024, upon consummation of the Merger, NUBI made a payment
to each Forward Purchase Investor in respect of their respective Recycled Shares. This payment totaled 7,352 shares and included a cash
payment of $ 80,241 released from the trust account. The payment was calculated as an amount equal to (a) the number of Recycled Shares
multiplied by the redemption price per share (the "Initial Price") as defined in Section 9.2(b) of NUBI's Certificate
of Incorporation, effective as of March 10, 2023, as amended from time to time (the "Certificate of Incorporation"), less
(b) the prepayment Shortfall. Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors of $ 2,193,800 from
the trust account as reimbursement for the 200,000 consideration shares.

 On January 17, 2024, the Company received a Pricing Date Notice from
the Forward Purchase Investors specifying 5,838,537 Additional Shares. On March 22, 2024, the Company received an amended Pricing Date
Notice revising the total number of Additional Shares to 8,038,537. On June 11, 2024 the Company received an amended Pricing Date Notice
revising the total number of Additional Shares to 9,543,002. On August 29, 2024, the Additional Shares were issued to the Forward Purchase
Investors.

 The Company accounts for the FPA as a liability-classified instrument
due to the settlement provisions. The resulting fair value is recorded as a derivative liability on the combined and consolidated balance
sheets. The Company records changes in the fair value of the FPA as a non-cash other income (expense) within change in fair value of derivatives
account on the Company's consolidated and combined statements of operations.

 The Company utilized a Monte Carlo simulation model to determine the
fair value of the FPA, comprising Recycled Shares of 7,352 and Additional Shares of 9,543,002, totaling 9,550,354 shares (the "FPA
Shares") as of December 31, 2024. The model estimated the total present value of the Company's proceeds at approximately $ 259,254
and the total present value of the Company's liability at approximately $ 6,663,316, resulting in a net liability of approximately $ 6,404,100
as of December 31, 2024. As a result, the Company recognized a non-cash gain from the Change in fair value of derivatives of $ 14,485,850
for the year ended December 31, 2024.

 F- 27

 FPA
amendment and resolution of lawsuit

 On July 16, 2024, the Forward Purchase Investors brought a lawsuit
against Solidion in Delaware Chancery Court seeking specific performance and monetary damages related to the FPA.

 On August 29, 2024, the Company and the Seller entered into an amendment
(the "Amendment") to the FPA. The Amendment includes modifications to several terms, including:

 Prepayment Shortfall: Expanded to allow the Company
to request additional funds in increments of $ 500,000, subject to specified conditions.

 Prepayment Shortfall Consideration: Seller may
now sell Additional Shares and Recycled Shares at any price, without an Early Termination Obligation, until sale proceeds reach 120 % of
the Prepayment Shortfall.

 Shortfall Sales: The Company agrees not to issue
or sell additional shares or convertible securities without Seller's consent until specific conditions are met.

 Shortfall Variance: If a shortfall occurs, the
Company must either pay the Shortfall Variance in cash or issue additional shares to the Seller.

 Share Consideration: Seller is entitled to designate 2,850,000
common shares as ("Share Consideration")

 VWAP Trigger Event: Defined as occurring if the VWAP Price falls below $ 2.00
per share for 10 trading days within a 30-day period.

 In addition, upon execution of the Amendment,
the Seller agreed to temporarily forbear from exercising any rights under the Forward Purchase Agreement related to certain valuation
events, including a Shortfall Variance Registration Failure, VWAP Trigger Event, or Registration Failure (collectively, "Valuation
Date Events"), during the period from the Pricing Date through December 31, 2024 (the "Standstill Period"). After the
Standstill Period, if any Valuation Date Events have occurred, the Seller's rights under the agreement will be reinstated.

 Additionally, the Company agreed to file a registration
statement within 20 business days of the Amendment to register the resale of the Additional Shares and Share Consideration (collectively,
the "Meteora Shares"). The Company will use commercially reasonable efforts to have the registration statement declared effective
within 60 calendar days of the Amendment. No other shares may be registered before the Meteora Shares, though they may be registered concurrently
in the same resale registration statement.

 Further, the Amendment restricts the Seller from
selling more than 10 % of the daily trading volume of the Company's common stock until 30 days after the effectiveness of the resale
registration statement, except on days when trading volume exceeds 7,000,000 shares.

 F- 28

 Finally, concurrently with the execution of the Amendment, the Company
and the Seller agreed to sign and cause to be filed a joint stipulation for dismissal with prejudice of the Action (as defined below)
(the "Stipulation"). The Stipulation provides that the Company issue 12,393,002 Solidion common shares, consisting of the
Additional shares of 9,543,002 and the Share Consideration of 2,850,000 shares to the Seller within five business days of the entry of
the Stipulation. In consideration for the Stipulation, the Company agreed to pay Seller's reasonable and documented attorney's
fees related to this Action in an amount up to $ 65,000. "Action" means (i) the Complaint for Specific Performance and Money
Damages filed July 16, 2024 thereby initiating Case No. 2024-0752-LWW Meteora Capital Partners, LP v. Solidion Technology, Inc. in the
Court of Chancery of the State of Delaware (the "Delaware Chancery Court") and (ii) the Motion for Default Judgment filed
by Seller related to such complaint on August 13, 2024. On September 9, 2024, the Company and the Seller filed the Stipulation in Delaware
Chancery Court.

 On August 29, 2024, the Company issued 12,393,002 Meteora Shares of
its common stock to the Forward Purchase Investors.

 The Company recorded an expense within Selling,
General, and Administrative expenses on the Company's consolidated and combined statements of operations of $ 1,026,000 based
on the stock price on the date of the amendment for the Consideration Shares of 2,850,000 Solidion common shares issued in connection
with the forbearance and FPA amendment.

 Non-Redemption
Agreement

 On
December 13, 2023, NUBI entered into a non-redemption agreement (the "Non-Redemption Agreement") with certain investors
named therein (each, a "Backstop Investor"), each acting on behalf of certain funds, investors, entities or accounts that
are managed, sponsored or advised by each such Backstop Investor or its affiliates. Pursuant to each Non-Redemption Agreement,
each Backstop Investor agreed that, on or prior to Closing, it will beneficially own not greater than the lesser of (i) that number of
Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number of NUBI Shares beneficially owned by Backstop Investor
and its affiliates and any other persons whose beneficial ownership of NUBI Shares would be aggregated with those of Backstop Investor
for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding 9.99 % of the total number of issued and outstanding
NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Shares in connection with
the second special meeting of NUBI stockholders to be held for the purpose of approving the Merger (the "Second Special Meeting");
provided, however, that in the event Backstop Investor has previously elected to redeem, tender or submit any Backstop Shares for redemption,
Backstop Investor shall rescind or reverse such redemption request prior to Closing and NUBI shall accept such request(s) promptly once
submitted by Backstop Investor.

 On February 2, 2024,
upon the consummation of the Merger, NUBI paid each Backstop Investor a cash discount payment from the proceeds remaining in trust account
for their respective Backstop Shares as part of the Non-Redemption Agreement. The discount payment amount was calculated as the product
of (x) the number of Backstop Shares and (y) the Redemption Price, less $ 4.00. The total number of Backstop Shares was 2,000,000, and
the adjusted Redemption Price was $ 10.97 per share. In total, $ 13,937,998 was released from the trust account and paid to the Backstop
Investors.

 NOTE
11 — DEBT

 Convertible
Notes

 At various dates during the first quarter of 2024,
the Company issued convertible notes of $ 527,500 to meet our working capital requirements. At various dates during September and October
2024, the Company and three separate investors amended their respective convertible notes, resulting in a total of approximately an additional
 135,333 common shares due upon conversion. As of December 31, 2024, there were five separate outstanding convertible notes, which are
convertible into an aggregate of approximately 3,500,000 common shares. The outstanding balance on convertible notes was $ 527,500 as of
December 31, 2024.

 Subsequent to the issuance of the interim financial
information as of and for the period ended September 30, 2024, the Company identified an error related to the accounting for issuance
costs associated with convertible notes. Specifically, approximately $ 2.8 million of non-cash, non-operating stock-based expense related
to bonus shares was inadvertently omitted from the financial statements for the first quarter of 2024. As discussed in Note 2 –
Restatement of Previously Issued Interim Financial Information, the Company has revised its previously issued financial statements for
the first, second, and third quarters of 2024, resulting in the recognition of the issuance cost within Issuance of Common Stock and
Warrants under non-operating losses in the statements of operations.

 After year-end, in March and April 2025, holders
converted an aggregate of $ 527,500 of convertible notes into 3,404,816 common shares. As of the date of this filing, 80,000 shares remain
subject to conversion.

 F- 29

 Short-term
Notes Payable

 EF
Hutton LLC

 On February 1, 2024, the Company executed a Promissory
Note with EF Hutton, totaling $ 2,200,000, to cover underwriters' fees associated with the closure of the Company's Merger
with HBC. In the case of an event of default, this Note shall bear interest at a rate of 24 % per annum until such event of default is
cured. The principal amount of this Promissory Note is payable on designated dates, with $ 183,333 scheduled on the first business day
of each month until the final payment on March 1, 2025. As of December 31, 2024, the Company was in default of the Promissory Note due
to non-payment of scheduled installments, and the Promissory Note is accruing interest at the default rate of 24 % per annum. The Company
is in the process of negotiating an amendment to the terms of the Promissory Note. As of December 31, 2024, the outstanding balance of
the Promissory Note was $ 1,283,335.

 Loeb
and Loeb LLP

 On February 1, 2024, the Company executed a Promissory Note with Loeb
and Loeb, totaling $ 540,000 for legal services provided to the Company in connection with the Company's Merger with HBC. The principal
and interest amount of this Promissory Note is payable in 12 equal monthly installments beginning on March 1, 2024. The Promissory Note
bears implied interest of 23.5 % per annum, resulting in total interest payments of approximately $ 127,000 over the term of the Promissory
Note. The monthly installments include both principal and interest payments. As of December 31, 2024, the Promissory Note has been paid
off.

 Benesch
Friedlander Coplan & Aronoff LLP

 On April 29, 2024, the
Company executed a Promissory Note with Benesch Friedlander Coplan & Aronoff in the amount of $ 670,000. The interest rate is 7 % per
annum, to be paid as a lump sum at the maturity date of November 1, 2024.

 On November 12, 2024, the Company amended the terms of its Promissory
Note with Benesch Friedlander Coplan & Aronoff. The amended terms include an updated principal balance of $ 694,061, which includes
unpaid interest expense of $ 24,061 from earlier periods, an increase in the interest rate to 10 % per annum, an upfront payment of $ 40,000
made at signing, and a requirement for minimum monthly payments of $ 25,000. Additionally, the maturity date has been extended to May 31,
2025. As of December 31, 2024, the outstanding balance of the Promissory Note was $ 634,627.

 The outstanding balance of Short-term Notes Payable amounted to $ 1,917,962
and $ 0 as of December 31, 2024, and 2023, respectively.

 NOTE
12 — INCOME TAXES

 Prior to the Closing
date of the Merger, the Company operated as part of G3 and accordingly the accompanying financial statements as of and for the year ended
December 31, 2023 were prepared on a carve-out basis. If the Battery Group filed separate tax returns from G3, it is estimated that as
of December 31, 2023, the deferred tax asset for net operating loss carryforwards would have been approximately $ 2.9 million based on
the cumulation of losses since 2021, the first year Battery Group carve-out financial statements were prepared. Other deferred tax assets
(liabilities) as of December 31, 2023 would have included $( 188,000) for fixed assets and $( 38,000) for patents. The net deferred tax
asset before valuation allowance would have been approximately $ 2.7 million with an equal offsetting valuation allowance recognized. The
tax attributes of the net operating losses included in the December 31, 2023 balance sheet did not carryover in the Merger.

 The current and deferred
elements of the 2023 tax provision were both zero. The 2023 tax benefit at the federal statutory rate of 21 % was approximately $ 1,100,000
with the offset resulting in the zero effective tax rate primarily related to an increase in the valuation allowance.

 The income tax provision consists
of the following for the year ended December 31, 2024:

 2024

 Federal

 Current

 $
 -

 Deferred

 -

 State and Local

 Current

 -

 Deferred

 -

 Income tax provision / (benefit)

 $
 -

 F- 30

 A reconciliation of the statutory tax rate to
the Company's effective tax rate for the year ended December 31, 2024:

 2024

 Statutory federal income tax rate

 21.00
 %

 State and local taxes, net of federal tax benefit

 1.30

 Warrants and issuance of common stock

 ( 9.94
)

 Adjustment to deferred tax assets

 ( 7.90
)

 Other

 ( 1.08
)

 Change in valuation allowance

 ( 3.38
)

 Income tax expense

 %

 The Company's deferred tax assets are as follows at December
31, 2024:

 2024

 Deferred tax asset:

 Net operating loss carryforward

 $
 1,534,755

 Capitalized research and development

 1,081,840

 Equity-based compensation

 496,493

 Accrued legal fees

 453,986

 Organizational and start-up costs

 379,620

 Accrued expenses

 33,956

 Accrued compensation

 75,639

 Intangible assets

 26,557

 Total deferred tax asset before valuation allowance

 4,082,846

 Less: Valuation allowance

 ( 3,923,277
)

 Total deferred tax asset after valuation allowance

 159,569

 Deferred tax liability:

 Fixed assets

 ( 159,569
)

 Net deferred tax asset

 $
 -

 In assessing the realization of the deferred tax
assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which
temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of
the information available, management believes that significant uncertainty exists with respect to future realization of the deferred
tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2024, $ 877,210 of the valuation
allowance increase was recorded to tax expense. As of December 31, 2024 the Company had federal net operating loss carryforwards of $ 6,680,106
with an indefinite carryforward period, and state and local net operating loss carryforwards of $ 6,680,106 which expire in 2029.

 The Company files income and franchise tax returns
with the United States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing
and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax
laws. As of December 31, 2024, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes.
The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.

 The following table indicates the changes to the
Company's uncertain tax positions for the year ended December 31, 2024:

 2024

 Balance, beginning of the year

 $
 -

 Additions based on tax positions related to prior years

 -

 Payments made on tax positions related to prior years

 -

 Additions based on tax positions related to current year

 207,022

 Balance, end of year

 $
 207,022

 As of December 31, 2024 $ 207,022 represents the
amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.

 As of December 31, 2024 the Company has not recognized
any amount of interest and penalties for uncertain tax positions in its consolidated statements of operation.

 F- 31

 NOTE
13 — STOCK-BASED COMPENSATION

 Unrestricted
Common Stock Awards

 During the year ended December 31, 2024, the Company granted unrestricted
common shares to certain executives in connection with the terms of their individual employment agreements. As these awards were fully-vested,
unrestricted shares, the Company recognized the full amount of $ 1,359,000 in the period. This compensation cost is included within Selling,
general, and administrative expenses on the Company's consolidated and combined statements of operations. There were no similar
common stock grants during the period ended December 31, 2023. The vested shares associated with the awards were no t issued during the
period ended December 31, 2024.

 Restricted Stock Units and Stock Options

 There were no restricted stock units or stock
options granted during the years ended December 31, 2024 and 2023, respectively. Additionally, there were no restricted stock units or
stock options outstanding at either the beginning or the end of the periods ended December 31, 2024 and 2023, respectively.

 Awards
with Market-Based Conditions

 In connection with the aforementioned executive
employment agreements, certain executives are eligible to receive unrestricted shares of common stock if certain stock price targets
are met during the term of the respective employment agreements. A stock price target will be satisfied if the 120-day trailing average
closing price (based on trading days) of a share of the Company's common stock equals or exceeds the applicable stock price target,
which range from $ 30 to $ 300 per share. The executives could be granted up to 6,000,000 shares based on attainment of all applicable
stock price targets over the term of six years and an estimated fair value of approximately $ 4,800,000. The Company recorded $ 1,008,015
of expense related to these awards for the year ended December 31, 2024. This compensation cost is included within Selling, general,
and administrative expenses on the Company's consolidated and combined statements of operations.

 The following table summarizes our awards with
market-based conditions:

 Number of
 Shares

 Weighted
 Average
 Grant-Date
 Fair Value

 Beginning of period

 -

 -

 Granted

 6,000,000

 $
 0.80

 Vested

 -

 -

 Cancelled

 -

 -

 End of period

 6,000,000

 $
 0.80

 Awards
with Performance Conditions

 In connection with the aforementioned executive employment agreements,
certain executives are eligible to receive cash incentive payments in connection with the Company achieving certain capital raise targets.
In addition, these executives can also receive a cash bonus equal to 2.5 % of the equity value of the Company (up to $ 10 million for each
executive, totaling $ 20 million) in an applicable sale of the Company as defined by the terms of the employment agreements. Through December
31, 2024, it was not considered probable that either performance condition would be achieved, and therefore no expense was recorded related
to these awards.

 NOTE
14 — FAIR VALUE MEASUREMENTS

 The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

 The
fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:

 Level
1 — quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a
market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on
an ongoing basis.

 Level
2 —observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar
assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 Level
3 —unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset
or liability.

 F- 32

 The following table presents information about the Company's
liabilities that are measured at fair value as of December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the
Company utilized to determine such fair value. The Company did not have derivative liabilities as of December 31, 2023.

 Description:

 Level

 2024

 Derivative Liabilities:

 Forward purchase agreement

 $
 6,404,100

 Warrants – Series A

 $
 4,955,300

 Warrants – Series C and D

 $
 13,913,250

 Forward
purchase agreement

 The
Company used a Monte Carlo analysis to determine the fair value of the FPA, assuming 9,550,354 FPA Shares.

 The fair value measurement of the FPA at February
2, 2024 and December 31, 2024, was calculated using the following range of weighted average assumptions:

 February 2,

 2024

 2024

 Risk-free interest rate

 4.25
 %

 4.14
 %

 $
 0.70

 $
 4.53

 Expected life

 2.1 years

 2.8 years

 Expected volatility of underlying stock

 105.0
 %

 70.0
 %

 Dividends

 %

 %

 The model measured the total present value of the Company's proceeds
at approximately $ 259,254 and the total present value of the Company's liability at approximately $ 6,663,316, resulting in a net
liability of approximately $ 6,404,100 as of December 31, 2024. This resulted in a non-cash gain from the change in fair value of
derivatives of $ 14,485,850 for the year ended December 31, 2024.

– Series A and B

 The
Company utilized a Monte Carlo simulation analysis to determine the fair value of the Series A Warrants and Series B Warrants at the
date of issuance on March 15, 2024, which included the following assumptions:

 Series
 A

 Series
 B

 Expected term (in years)

 5.7 years

 5.7 years

 $
 1.74

 $
 1.74

 Risk free rate

 4.2
 %

 4.2
 %

 Expected volatility

 82.5
 %

 82.5
 %

 Expected dividend rate

 $
 0.00

 $
 0.00

 Exercise Price

 $
 0.75

 $
 0.0001

 The total fair value of the Series A Warrants
and Series B Warrants measured at issuance was $ 12,656,550 and $ 82,450, respectively.

 F- 33

 The Company utilized
a Monte Carlo simulation analysis to determine the fair value of the Series A Warrants at December 31, 2024, which included the
following assumptions:

 Series A Warrants

 Expected term

 4.9 years

 $
 0.70

 Risk free rate

 4.4
 %

 Expected volatility

 102.5
 %

 Expected dividend rate

 $
 0.00

 Exercise Price

 $
 0.3274

 The fair value of the
Series A and Series B Warrants as of December 31, 2024, was $ 4,955,300 and $ 0, respectively. The $ 0 fair value for the Series B Warrants
reflects that all Series B Warrants had been exercised by this date. This resulted in a non-cash gain from the change in fair value of
derivatives of $ 7,783,700 and a loss from the issuance of warrants of $ 17,820,998 for the year ended December 31, 2024, respectively.
As of December 31, 2024, investors received 13,742,879 and 5,749,598 common shares from exercise of Series A and Series B warrants,
respectively. As of December 31, 2024, 8,398,822 Series A Warrants and no Series B Warrants remained outstanding.

– Series C and D

 The Company utilized
a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at the date of issuance
on August 30, 2024, which included the following assumptions:

 Series
 C

 Series
 D

 Expected term

 5.6 years

 5.6 years

 $
 0.32

 $
 0.32

 Risk free rate

 3.7
 %

 3.7
 %

 Expected volatility

 105.0
 %

 105.0
 %

 Expected dividend rate

 $
 0.00

 $
 0.00

 Exercise Price

 $
 0.3274

 $
 0.0001

 The total fair value of the Series C Warrants
and Series D Warrants measured at issuance was $ 8,114,650 and $ 1,540,150, respectively.

 The Company utilized
a Monte Carlo simulation analysis to determine the fair value of the Series C Warrants and Series D Warrants at December 31, 2024,
which included the following assumptions:

 Series C

 Series D

 Expected term (in years)

 5.6 years

 5.6 years

 $
 0.70

 $
 0.70

 Risk free rate

 4.4
 %

 4.4
 %

 Expected volatility

 102.5
 %

 102.5
 %

 Expected dividend rate

 $
 0.00

 $
 0.00

 Exercise Price

 $
 0.3274

 $
 0.0001

 The
fair value of the Series C Warrants and Series D Warrants as of December 31, 2024, was $ 13,703,250 and $ 210,000, respectively. This resulted
in a non-cash loss from the change in fair value of derivatives and issuance of warrants of $ 4,258,450 and $ 9,654,799 for the year ended
December 31, 2024, respectively. As of December 31, 2024, investors have not exercised any Series C and Series D warrants.

 F- 34

 The table below provides
a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair
value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2024.

 Fair Value

 Measurement

 Using Level 3

 Forward Purchase Agreement

 Inputs Total

 Balance, December 31, 2023

 $
 -

 Initial measurement, February 2, 2024

 20,889,950

 Change in fair value

 ( 14,485,850
)

 Balance, December 31, 2024

 6,404,100

 Fair Value

 Measurement

 Using Level 3

 Warrants – Series A and B

 Inputs Total

 Balance, December 31, 2023

 $
 -

 Initial measurement, March 15, 2024

 12,739,000

 Change in fair value

 ( 7,783,700
)

 Balance, December 31, 2024

 4,955,300

 Fair Value

 Measurement

 Using Level 3

 Warrants – Series C and D

 Inputs Total

 Balance, December 31, 2023

 $
 -

 Initial measurement, August 30, 2024

 9,654,800

 Change in fair value

 4,258,450

 Balance, December 31, 2024

 13,913,250

 HBC
earnout shares

 The
Company utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Shares at the date of the Merger, which
included the following assumptions: stock price of $ 4.53, risk free rate of 3.98 %, volatility of 85 %, dividends yield of 0 % and duration
of 4 years.

 Stock-based compensation – Awards
with Market-Based Conditions

 The
Company utilized a Monte Carlo simulation analysis to determine the fair value of the awards with market-based conditions at the date
of the Merger, which included the following assumptions: stock price of $ 4.53, risk free rate of 3.9 %, volatility of 72.5 %, dividends
yield of 0 % and duration of 6 years.

 NOTE
15 — SUBSEQUENT EVENTS

 The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements
were issued. The Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure
in the financial statements.

 Convertible notes

 After year-end, in March and April 2025, holders
converted an aggregate of $ 527,500 of convertible notes into 3,404,816 common shares. As of the date of this filing, 80,000 shares remain
subject to conversion.

 F- 35

 (b)
Exhibits

 Exhibit
 No.

 Description

 2.1

 Merger
 Agreement, dated February 16, 2023, by and among Nubia Brand International Corp., Honeycomb Battery Company, and Nubia Merger Sub,
 Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission
 on February 17, 2023).

 3.1

 Amended
 and Restated Certificate of Incorporation of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report
 on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024)

 3.2

 Amended
 and Restated Bylaws of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K
 filed with the Securities & Exchange Commission on February 8, 2024)

 4.1

 Specimen
 Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities &
 Exchange Commission on February 8, 2024)

 4.2

 Specimen
 Warrant Certificate (included in Exhibit 4.3)

 4.3

 Warrant
 Agreement, dated March 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference
 to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2022)

 4.4

 Description
 of Securities (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed with the Securities & Exchange
 Commission on April 12, 2024).

 10.1

 Letter
 Agreement, dated March 10, 2022, by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference
 to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

 10.2

 Forward
 Purchase Agreement, dated December 13, 2023, by and among Nubia Brand International Corp., Meteora Capital Partners, LP, Meteora
 Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.1 to the
 Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2023)

 10.3

 Registration
 Rights Agreement, dated March 10, 2022, by and among the Registrant and certain security holders (incorporated by reference to Exhibit
 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

 10.4

 Form
 of Subscription Agreement, dated December 13, 2023, by and among Nubia Brand International Corp. and the investors signatory thereto
 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange
 Commission on December 13, 2023)

 10.5

 Indemnity
 Agreements, each dated as of March 10, 2022, by and between the Registrant and each of the officers and directors of the Registrant
 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission
 on March 16, 2022)

 10.6

 Private
 Placement Warrants Subscription Agreement, dated March 10, 2022, by and between the Registrant and the Sponsor (incorporated by reference
 to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

 10.7

 Representative
 Share Letter, dated March 10, 2022 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the
 Securities & Exchange Commission on March 16, 2022)

 10.12

 Form
 of Convertible Promissory Note. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the
 Securities & Exchange Commission on February 8, 2024)

 10.13

 Letter
 Agreement, dated December 13, 2023, by and between Nubia Brand International Corp. and Mach FM Acquisitions, LLC (incorporated by
 reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024)

 10.14

 Form
 of Non-Redemption Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities
 and Exchange Commission on February 8, 2024)

 14.1

 Code
 of Ethics (incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission
 on April 12, 2024).

 16.1

 Letter from Marcum LLP regarding the change in Solidion Technology, Inc.'s certifying accountant, dated April 19, 2024 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).

 19.1*

 Insider Trading Policy.

 31.1*

 Certification
 of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended,
 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification
 of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended.,
 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certifications
 of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
 Act of 2002

 32.2*

 Certifications
 of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002

 97.1

 Technology Inc. Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities
 & Exchange Commission on April 12, 2024).

 99.1

 Form
 of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed with the Securities
 & Exchange Commission on April 12, 2024).

 99.2

 Form
 of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Annual Report on Form 10-K filed with the Securities
 & Exchange Commission on April 12, 2024).

 99.3

 2023
 Stock Incentive Plan for Solidion Technology, Inc. (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed
 with the Securities and Exchange Commission on February 8, 2024)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
 Filed
 herewith

 ITEM 16.
FORM 10-K SUMMARY

 None.

 SIGNATURES

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

 Solidion Technology, Inc.

 Dated: April 15, 2025

 By:

 /s/ Jaymes
 Winters

 Name:

 Jaymes Winters

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 Solidion Technology, Inc.

 Dated: April 15, 2025

 By:

 /s/ Vlad Prantsevich

 Name:

 Vlad Prantsevich

 Title:

 Chief Financial Officer

 (Principal Accounting and Financial Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/ Jaymes Winters

 Chief Executive Officer (Principal executive officer) and Director

 Jaymes Winters

 /s/ Vlad Prantsevich

 Chief Financial Officer

 Vlad Prantsevich

 /s/ Dr. Bor Jang

 Director

 Dr. Bor Jang

 /s/ John Davis

 Director

 John Davis

 /s/ Karin-Joyce (KJ) Tjon

 Director

 Karin-Joyce (KJ) Tjon

 /s/ Cynthia Ekberg Tsai

 Director

 Cynthia Ekberg Tsai

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