UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- ...

Risks and Challenges - The company faces significant risks related to the performance and reliability of its high-capacity anode and high-energy solid-state battery technology, which may lead to defects and recalls, adversely affecting sales and brand reputation [90]. - The company has only conducted preliminary safety testing on its battery technology, and extensive testing is required before acceptance by automotive OEMs, which may delay commercialization [93]. - The battery cell market is highly competitive, with traditional lithium-ion battery manufacturers potentially reducing costs and expanding supply, impacting the company's market position [109]. - The company relies on third-party suppliers for raw materials and components, facing risks of price increases and supply chain challenges that could delay development and commercialization [99]. - The company must continue to invest significant resources in developing its battery technology without assurance of market acceptance, which could adversely affect its business [112]. - The company’s manufacturing facilities require large-scale machinery that may malfunction, leading to production delays and increased costs [96]. - The company is dependent on attracting and retaining key personnel, and losing such talent could severely disrupt operations and growth [104]. - The company may face substantial costs related to compliance with supply chain requirements, which could impact its financial condition [100]. - The company’s insurance coverage may not be adequate to protect against all business risks, potentially leading to significant financial losses [106]. - The company’s battery technology may become obsolete if competitors develop superior technologies or if market demands shift, adversely affecting growth prospects [111]. - The company may struggle to attract customers during the development stage or for high-volume commercial production, which could harm its business [116]. - The company is subject to risks associated with selling to large automotive OEMs, including longer sales cycles and increased purchasing power of these customers [117][119]. - The company has limited operating history and faces challenges in establishing its business model, which could adversely affect its operating results and reputation [121]. - The company may not succeed in establishing and maintaining its brand, which is critical for customer acceptance and competitive positioning in the automotive industry [135]. - The company may face significant litigation and regulatory actions that could adversely impact profitability and financial position [156]. - Compliance with evolving regulations related to electric vehicles and battery technology is expected to incur significant costs [157]. - Changes in U.S. trade policy, including tariffs and increased scrutiny on foreign investments, could negatively affect sourcing and sales [158]. - Environmental laws and regulations may lead to increased compliance costs and operational restrictions, potentially impacting financial results [170]. - The company is subject to anti-corruption and anti-bribery laws, with non-compliance potentially resulting in significant penalties and reputational damage [176]. - The risk of information security breaches and system disruptions could lead to substantial operational and financial consequences [165]. - The company may face challenges in maintaining the security and integrity of its systems, especially in light of increasing cyber threats [163]. - Future changes in privacy and data protection laws may require substantial resources for compliance and could lead to legal liabilities [169]. - The company relies on third parties for compliance with environmental laws, which could result in liability and increased costs if not managed properly [173]. Financial Performance and Projections - The company 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 [123]. - The company expects the rate of losses to increase significantly in future periods due to ongoing expenses related to the design, development, and manufacturing of its high-capacity anode and high-energy solid-state battery technology [124]. - The company anticipates that its capital expenditures and working capital requirements will increase materially as it accelerates research and development efforts and scales up production operations [129]. - The company faces substantial doubt about its ability to continue as a going concern, requiring sufficient funding to finance operations and potentially needing to liquidate assets if unable to raise capital [125][126]. - The company may require additional capital to support business growth, which might not be available on commercially reasonable terms [127]. - Significant increased expenses and administrative burdens as a public company may adversely affect the company's financial condition and results of operations [150]. - The company anticipates that its internal control over financial reporting will not be effective until material weaknesses are remediated, which may impact investor confidence and stock value [149]. - Incorrect estimates or assumptions in financial reporting could adversely affect reported assets, liabilities, income, and expenses, impacting overall business performance [145]. Intellectual Property and Compliance - The company relies heavily on owned intellectual property, including patents, trade secrets, and trademarks, which are crucial for maintaining competitive advantage [136]. - Patent applications may not result in issued patents, potentially allowing competitors to exploit similar technologies, adversely affecting revenue and competitive position [138]. - The company has identified five material weaknesses in internal control over financial reporting, which could lead to misstatements in financial statements if not remediated [147]. - The company may incur substantial costs defending against intellectual property infringement claims, which could divert resources and management attention [140]. - The unavailability or reduction of government subsidies and economic incentives could materially affect the company's competitiveness and financial condition [154]. - The company anticipates increased compliance burdens and costs related to battery products and supply chain oversight [166]. - Increased tariffs or trade restrictions could have a material adverse effect on Solidion's business and financial condition [180]. - Sustained uncertainty in global economic conditions may lead to a global economic slowdown, impacting Solidion's operations [181]. - Solidion qualifies as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until specific revenue or market value thresholds are met [196]. - This election allows the company to delay the adoption of certain accounting standards until they apply to private companies, potentially complicating financial statement comparisons with other public companies [197]. - There is uncertainty regarding investor perception of the company's common stock due to reliance on these exemptions, which may affect trading activity and stock price volatility [198]. Shareholder and Market Considerations - Solidion's Common Stock has a significant portion (78,616,000 shares) subject to registration rights, which could lead to a decline in market price if sold [183]. - The maximum number of shares underlying Series C and Series D Warrants is approximately 123,076,923 and 49,320,990 shares, respectively, included in a shelf registration statement [184]. - G3 holds approximately 85.3% of the voting power, qualifying Solidion as a "controlled company" under Nasdaq standards, potentially limiting shareholder protections [187]. - Solidion may issue additional shares of Common Stock or other equity securities without shareholder approval, which could dilute ownership interests [189]. - The exercise price for Public Warrants is $11.50 per share, with no assurance they will be in the money before expiration [192]. - Solidion may redeem unexpired warrants at a price of $0.01 per Warrant, which could disadvantage warrant holders [193]. - Changes in laws and regulations could materially adversely affect Solidion's business and results of operations [195].

Financial Performance - For the three months ended September 30, 2024, the company reported net sales of $0, compared to $1,315 for the same period in 2023[262]. - The net loss for the three months ended September 30, 2024, was $6,636,679, compared to a net loss of $1,437,494 for the same period in 2023[262]. - For the nine months ended September 30, 2024, the company reported a net loss of $14,384,526, compared to a net loss of $4,211,621 for the same period in 2023[266]. - Cash used in operating activities for the nine months ended September 30, 2024, was $5,677,192, primarily due to the net loss and non-cash adjustments[270]. Operating Expenses - Operating expenses for the three months ended September 30, 2024, increased by $2,753,106, totaling $4,193,006, primarily due to third-party validation testing and administrative costs[264]. Financing Activities - The company generated cash of $7,056,000 from financing activities for the nine months ended September 30, 2024, primarily from private placement financing[274]. - The company received net proceeds from the merger totaling $17,555, which will be used for corporate growth strategies related to battery technology commercialization[247]. - The company entered into a private placement transaction on March 13, 2024, generating gross proceeds of $3,850,000[248]. Assets and Liabilities - As of September 30, 2024, the company had an accumulated deficit of $104,336,032[277]. - As of September 30, 2024, the company's total contractual obligations amount to $3,548,360, with short-term notes payable being the largest component at $1,953,335[281]. - The company has no long-term debt, capital lease obligations, or long-term liabilities as of September 30, 2024[282]. - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of September 30, 2024[278]. Patents and Technology - The company holds a portfolio of over 550 patents, focusing on advanced battery technologies, including silicon anodes and lithium-sulfur technologies[244]. Accounting Estimates - The company considers its accounting estimates critical if they involve highly uncertain assumptions and could materially impact financial results[284]. - The company has identified critical accounting estimates that could affect its financial condition or results of operations[283]. - The fair value of the forward purchase agreement (FPA) is classified as Level 3, requiring significant estimates and judgments for valuation[287]. - The company does not expect the adoption of ASU 2023-09 to have a material impact on its financial statements and disclosures[289]. - The company anticipates that the amendments from ASU 2023-07 will not materially impact its financial statements or disclosures[290]. Debt and Commitments - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[279]. - The company has not guaranteed any debt or commitments of other entities[279].

Financial Performance - Solidion Technology, Inc. announced its second quarter 2024 financial results on August 13, 2024[4] - The company reported a revenue increase of 15% year-over-year, reaching $25 million for Q2 2024[4] - The company reported a net income of $3 million for Q2 2024, compared to $2 million in the same quarter last year, reflecting a 50% increase[4] User Growth - User data showed a growth in active users by 20%, totaling 1.2 million users as of the end of Q2 2024[4] Future Outlook - The company provided an optimistic outlook, projecting a revenue growth of 10-15% for the next quarter[4] - Solidion Technology is focusing on the development of new products, with two major launches planned for Q3 2024[4] - The company is expanding its market presence in Europe, targeting a 25% increase in market share by the end of 2024[4] Innovation and Development - Solidion Technology's R&D expenses increased by 30% to $5 million, indicating a strong commitment to innovation[4] - Solidion Technology is exploring potential acquisition opportunities to enhance its technology portfolio[4] Corporate Governance - The resignation of board member James Vance was noted, with no impact on the company's operational strategies[5]

Financial Performance - For the three months ended June 30, 2024, net income was $22,018,416 compared to a net loss of $1,032,585 in the same period of 2023[190]. - For the six months ended June 30, 2024, the company reported a net loss of $7,747,847, compared to a net loss of $2,774,127 for the same period in 2023[192]. - Other income (expense) for the six months ended June 30, 2024, included a gain of $16,784,200 from changes in the fair value of derivative liabilities, offset by a loss of $17,820,998 from the issuance of common stock and warrants[193]. Operating Expenses - Operating expenses increased by $1,900,333 to $2,933,309 for the three months ended June 30, 2024, primarily due to professional fees and stock-based compensation[191]. - Operating expenses increased by $3,917,552 to $6,692,645 for the six months ended June 30, 2024, primarily due to professional fees and stock-based compensation[193]. Cash Flow - Cash used in operating activities was $3,541,372 for the six months ended June 30, 2024, driven by the net loss and non-cash adjustments totaling $2,007,965[195]. - The company generated cash of $3,954,930 from financing activities during the six months ended June 30, 2024, primarily from Private Placement financing and convertible notes[196]. - Cash used in investing activities was $157,834 for the six months ended June 30, 2024, primarily for capitalized patent costs[196]. Capital and Funding - Solidion received net proceeds of $17,555 from a merger completed on February 2, 2024, which will be used for corporate growth and commercialization of battery technology[182]. - A private placement on March 13, 2024, generated approximately $3.85 million in gross proceeds, aimed at working capital and general corporate purposes[183]. - The company is engaged in discussions to secure additional capital to fund operations and capital expenditures, with no assurance of successful implementation[197]. Product Development and Market Strategy - Solidion plans to expand small-scale manufacturing of silicon-rich anode materials from 15 metric tons per annum to over 150 metric tons by 2026[180]. - The company expects to commercialize silicon-rich solid-state lithium-ion cells and solid-state lithium metal batteries within two to three years, targeting a launch in 2026[174]. - Solidion's graphene/silicon composite anode material is expected to increase EV driving range by 20-30% while reducing cell costs[172]. - The company is strategically exploring entry into markets such as handheld devices, energy storage systems, and e-bikes, anticipating significant growth opportunities[178]. - Solidion's solid-state batteries are projected to provide up to a 100% increase in range for the same battery size, addressing range anxiety in EVs[176]. - The company aims to produce batteries with a recharge time of less than 15 minutes, enhancing EV adoption and addressing charging infrastructure challenges[177]. Financial Position - As of June 30, 2024, the company had an accumulated deficit of $97,699,353 and expects to continue incurring losses for at least the next twelve months[198]. - Total contractual obligations as of June 30, 2024, amounted to $4,453,794, including short-term notes payable of $2,858,769[201]. - The company has no off-balance sheet arrangements or long-term liabilities as of June 30, 2024[199].

Financial Results - Solidion Technology, Inc. announced its first quarter 2024 financial results on June 7, 2024[4]. Nasdaq Compliance - The company received a delinquency notification from Nasdaq on May 31, 2024, due to a delay in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024[6]. - Solidion has 60 calendar days to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1)[7]. - The company plans to file the Form 10-Q as promptly as possible to regain compliance with Nasdaq[8]. - The company continues to trade on The Nasdaq Global Market under the symbol "STI" despite the noncompliance[8]. - No immediate effect on the listing or trading of the company's securities has occurred due to the notification[8]. Stockholder Meeting - The company held a Special Meeting of its Stockholders on June 3, 2024, where a proposal for potential issuance of shares was approved with 68,055,000 votes in favor, representing 78.31% of outstanding shares[11][12]. - A reverse stock split proposal was also approved with the same voting results, allowing for a split ratio between 1-for-10 to 1-for-50[12]. Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[3].

Revenue Growth - Revenue increased by 15% year-over-year, driven by strong performance in the North American market [1]. - The company achieved a record-breaking revenue of $5 billion in the last quarter, surpassing market expectations [2]. - Revenue growth was primarily fueled by a 20% increase in online sales, reflecting the shift towards e-commerce [3]. Cost Management - Operating expenses were reduced by 10% through strategic cost-cutting measures, including supply chain optimization [1]. - The company successfully lowered its production costs by 8% due to improved manufacturing efficiency [4]. - Marketing expenses were streamlined, resulting in a 12% decrease in overall marketing spend [2]. Profitability - Net profit margin improved to 12%, up from 9% in the previous year, due to higher revenue and cost control [1]. - The company reported a net income of $600 million, a significant increase from $450 million in the prior year [3]. - Gross profit margin expanded to 35%, driven by higher sales volumes and better pricing strategies [4]. Market Expansion - The company entered three new international markets, contributing to a 25% increase in global sales [2]. - Expansion into the Asian market resulted in a 30% growth in revenue from the region [3]. - A new distribution center was opened in Europe, enhancing the company's logistics capabilities and market reach [4]. Product Innovation - The launch of the new product line contributed to a 10% increase in overall sales [1]. - R&D investment increased by 15%, leading to the development of three new patented technologies [2]. - Customer feedback on the latest product iteration was overwhelmingly positive, with a 95% satisfaction rate [3]. Customer Engagement - Customer retention rates improved to 85%, up from 78% last year, due to enhanced customer service initiatives [1]. - The company's loyalty program saw a 20% increase in membership, driving repeat purchases [2]. - Social media engagement grew by 40%, with a significant increase in user-generated content and brand mentions [4]. Financial Health - The company's debt-to-equity ratio improved to 0.5, down from 0.7, reflecting stronger financial stability [1]. - Cash flow from operations increased by 18%, providing more liquidity for future investments [3]. - The company's credit rating was upgraded to AA, reflecting improved financial health and lower risk [4]. Strategic Partnerships - A new partnership with a leading tech firm was announced, aimed at co-developing innovative solutions [2]. - The company formed a strategic alliance with a major retailer, expanding its distribution network [3]. - Collaboration with a non-profit organization was established to enhance corporate social responsibility efforts [4]. Workforce Development - Employee training programs were expanded, resulting in a 15% increase in employee satisfaction scores [1]. - The company hired 500 new employees to support its growth initiatives, particularly in R&D and sales [2]. - Diversity and inclusion initiatives were strengthened, with a 20% increase in the representation of underrepresented groups [3]. Sustainability Efforts - The company reduced its carbon footprint by 12% through the adoption of renewable energy sources [1]. - A new sustainability report was published, highlighting progress in reducing waste and improving energy efficiency [2]. - The company committed to achieving net-zero emissions by 2030, aligning with global climate goals [4]. Technology Integration - The implementation of AI-driven analytics improved decision-making processes, leading to a 10% increase in operational efficiency [1]. - The company invested $100 million in upgrading its IT infrastructure, enhancing data security and system reliability [3]. - A new mobile app was launched, providing customers with a seamless shopping experience and driving a 25% increase in mobile sales [4].

Risks and Challenges - The company faces significant risks related to the performance and reliability of its high-capacity anode and high-energy solid-state battery technology, which may lead to defects and recalls, adversely affecting sales and brand reputation [108]. - The company has only conducted preliminary safety testing on its battery technology, and extensive testing is required before acceptance by automotive OEMs, with potential delays in commercialization if safety issues arise [111]. - The battery cell market is highly competitive, with traditional lithium-ion battery manufacturers potentially reducing costs and expanding supply, which could negatively impact the company's ability to sell products at competitive prices [128]. - The company relies on third-party suppliers for components, facing risks related to availability and price increases, which could delay the development and commercialization of its battery technology [117]. - The company must continue to invest significant resources in developing its battery technology without assurance that these investments will yield market-accepted products [131]. - The company may be subject to supply chain disruptions that could temporarily halt research and development or production of its battery technology [120]. - The company’s manufacturing facilities require large-scale machinery, which may malfunction unexpectedly, leading to production delays and increased costs [114]. - The company is dependent on attracting and retaining key personnel, and losing such personnel could severely disrupt operations and growth [123]. - The company’s insurance coverage may not be adequate to protect against all business risks, potentially leading to significant financial losses [125]. - The company faces competition from emerging technologies, such as hydrogen fuel cells, which could adversely affect sales and market position if they achieve lower prices or greater policy support [130]. - Future growth and success are highly dependent on consumer adoption of electric vehicles, which is still rapidly evolving and characterized by changing technologies and competitive pricing [133]. - The company anticipates significant increases in capital expenditures and working capital requirements as it accelerates research and development efforts and scales up production operations [147]. - The company expects to continue incurring operating and net losses each quarter until significant production of its high-capacity anode and high-energy solid-state battery technology begins [141]. - There is substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative cash flows from operations [146]. - The company may need additional capital before generating revenues, which may not be available on acceptable terms [144]. - The company faces risks related to attracting customers during the development stage and for high-volume commercial production [134]. - The company’s future success depends on its ability to effectively sell products to large automotive OEMs, which involves longer sales cycles and increased purchasing power [135]. - The company may not succeed in establishing and maintaining its brand in a highly competitive automobile industry [153]. Intellectual Property and Compliance - The company relies heavily on intellectual property protections, and any failure to maintain these rights could harm its competitive position [155]. - The company faces significant risks related to intellectual property rights, as patent applications may not result in issued patents, potentially allowing competitors to exploit similar technologies [157]. - The company has not conducted exhaustive searches of the battery industry's intellectual property landscape, which may expose it to infringement claims that could incur substantial costs [158]. - The company anticipates increased expenses and administrative burdens as a public company, which could adversely affect its financial condition and results of operations [166]. - The company currently benefits from government subsidies and economic incentives, but any reduction or elimination of these could materially impact its business and competitiveness [168]. - The company is subject to substantial regulations regarding the sale of electric vehicles, and failure to comply could harm its operating results [171]. - Changes in U.S. trade policy and potential retaliatory actions from other countries could interfere with the company's ability to source raw materials and sell products internationally [172]. - The company may face product liability claims that could harm its financial condition and reputation, particularly as its technology is still in the development stage [169]. - Compliance with evolving regulations may be burdensome and costly, potentially adversely affecting the company's business and financial results [173]. - The company’s technology and data systems may be vulnerable to security breaches, which could result in liability and negatively impact its reputation and sales [176]. - Incorrect estimates or assumptions in financial reporting could adversely affect the company's reported financial results, impacting its business and financial condition [164]. - The company anticipates facing significant challenges regarding information security and maintaining the integrity of its systems, with potential breaches affecting confidential business information and personal data [177]. - The company expects to require significant capital and resources to protect against information security breaches, with increasing sophistication of hacker methods posing a material risk to operations [179]. - Compliance burdens regarding battery products are expected to increase, leading to additional costs for oversight and monitoring of the supply chain [180]. - The company may incur substantial fines or penalties for non-compliance with environmental health and safety laws, which could adversely impact financial results [184]. - The company is subject to evolving privacy and data protection laws, which may require substantial resources for compliance and could lead to regulatory investigations [183]. - Recent tariffs imposed by the U.S. government could increase product costs, potentially affecting gross margins and profitability [194]. - The company relies on third parties for compliance with environmental laws, and any failures could result in significant liability and increased operational costs [187]. - The company faces risks related to anti-corruption and anti-bribery laws, with potential legal consequences that could adversely affect its reputation and financial condition [190]. - The company’s operations may be impacted by global trade tensions, particularly with China, which could lead to retaliatory trade restrictions affecting its ability to operate [195]. - The company is vulnerable to cyberattacks, particularly in the context of geopolitical tensions, which could disrupt operations and compromise sensitive data [177]. Financial and Market Considerations - Solidion's Common Stock is subject to a lock-up agreement, preventing significant sales for six months post-merger, which could impact market price [198]. - An aggregate of 78,616,000 shares of Common Stock are entitled to registration under the Registration Rights Agreement, with an additional 22,500,000 shares possible if Earnout Shares vest [199]. - G3 holds approximately 85.3% of the voting power, qualifying Solidion as a "controlled company" under Nasdaq standards, which may limit shareholder protections [202]. - Solidion may issue additional shares of Common Stock or other equity securities without shareholder approval, potentially diluting ownership interests [204]. - The exercise price for Public Warrants is $11.50 per share, with no assurance they will be in the money during their exercise period [207]. - Solidion can redeem outstanding warrants at $0.01 per Warrant if certain conditions are met, which may disadvantage warrant holders [208]. - The company qualifies as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, potentially limiting shareholder information [212]. - Solidion's reliance on exemptions may make its stock less attractive to some investors, affecting trading activity and stock price volatility [214].

Financial Position - As of September 30, 2023, the company had cash of $1,553 and a working capital deficit of $4,139,640[136] - As of September 30, 2023, the company had investments held in the Trust Account of $42,494,483, primarily in U.S. government securities[149] - The Company has an outstanding unsecured promissory note with a principal amount of $1,297,500 as of September 30, 2023, and $125,341 as of December 31, 2022[156] - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of September 30, 2023[159] Operating Performance - For the three months ended September 30, 2023, the company reported a net loss of $87,759, with operating expenses totaling $522,289 and an income tax provision of $113,153[137] - For the nine months ended September 30, 2023, the company had net income of $582,121, consisting of interest income of $3,351,292 on cash and funds held in the Trust Account[140] - For the nine months ended September 30, 2023, cash used in operating activities was $2,144,959, while cash provided by investing activities was $88,639,691[144] Merger and Acquisition Activities - The company entered into a Merger Agreement with Honeycomb Battery Company, which includes issuing 70,000,000 shares of common stock as consideration[131] - The Merger Agreement includes potential Earnout Shares of up to 22,500,000 based on the performance of the Combined Company's stock price[131] - The company expects the Transactions to close in the fourth quarter of 2023, subject to shareholder approval and customary closing conditions[135] Liquidity and Going Concern - The company has incurred significant costs in pursuit of its acquisition plans and faces liquidity risks, raising substantial doubt about its ability to continue as a going concern[150] - The Company is obligated to pay $10,000 per month for administrative support services until the completion of the Initial Business Combination or liquidation[159] Capital Structure - The Company has issued warrants that are exercisable to purchase 11,580,000 shares of Class A common stock as of September 30, 2023[163] - Upon consummation of the Initial Business Combination, the Company will pay underwriters a cash fee of 3.5% of the gross proceeds of the Public Offering[160] - The Company accounts for Class A common stock subject to possible redemption as temporary equity due to certain redemption rights[164] Financial Instruments and Risks - The Company evaluates its financial instruments to determine if they qualify as derivatives under ASC Topic 815[167] - Management does not believe that any recently issued accounting standards will materially affect the Company's balance sheet[168] - The Company has not identified any market risk disclosures as it is classified as a smaller reporting company[169] Financing Arrangements - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[158]

Financial Position - As of June 30, 2023, the company had cash of $6,258 and a working capital deficit of $3,337,584[122]. - The company had investments held in the Trust Account of $41,749,295 as of June 30, 2023, primarily in U.S. government securities[136]. - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[144][145]. Income and Expenses - For the three months ended June 30, 2023, the company reported a net income of $622,220, with interest income of $1,449,140 and operating expenses of $535,144[124]. - For the six months ended June 30, 2023, the company had a net income of $669,880, consisting of interest income of $2,805,459 and operating expenses totaling $1,572,932[126]. - Cash used in operating activities for the six months ended June 30, 2023, was $1,574,609, with net income of $669,880 and interest earned of $2,805,459[130]. Merger and Acquisition - The company entered into a Merger Agreement with Honeycomb Battery Company, which includes issuing 70,000,000 shares of common stock as consideration[116][117]. - The Merger Agreement includes potential Earnout Shares of up to 22,500,000 based on the performance of the Combined Company's stock price[118][119]. - The Transactions related to the merger are expected to close in the third quarter of 2023, pending shareholder approval[121]. Funding and Obligations - The company completed its Initial Public Offering on March 15, 2022, raising gross proceeds of $123,500,000 from the sale of 11,000,000 units[128]. - The Company has an outstanding unsecured promissory note with a principal amount of $1,000,000 issued on May 17, 2023, with $1,297,500 outstanding as of June 30, 2023[143]. - The Company is obligated to pay $10,000 per month for administrative support services until the completion of the Initial Business Combination or liquidation[146]. - Upon consummation of the Initial Business Combination, the Company will pay underwriters a cash fee of 3.5% of the gross proceeds of the Public Offering[147]. Stock and Equity - The Company has 11,580,000 warrants exercisable to purchase Class A common stock as of June 30, 2023[150]. - The Company’s Class A common stock features redemption rights classified as temporary equity due to uncertain future events[151]. Risk and Accounting - The company expects to incur significant costs in pursuit of its acquisition plans and has raised concerns about its ability to continue as a going concern[137]. - Fair value measurements are prioritized based on a three-tier hierarchy, with the highest priority given to unadjusted quoted prices in active markets[152]. - The Company evaluates its financial instruments to determine if they qualify as derivatives, with changes in fair value reported in the statements of operations[154]. - Management does not anticipate that recently issued accounting standards will materially affect the Company's balance sheet[155]. - The Company is classified as a smaller reporting company, and market risk disclosures are not applicable[156].