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].

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 September 30, 2024 ☐ 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) | --- | --- | |------------- ...

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | --- | --- | --- | |------------------------------------|------------------------------|-----------------------| | Delaware | 001-41323 | 87-1993879 | | (State or other jurisdiction | (Commission F ...

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 June 30, 2024 ☐ 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 | --- | --- | |---------------------------------------------------------------------------------|----------------- ...

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Delaware 001-41323 87-1993879 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) 13344 Noel Road, Suite 1100 Dallas, TX 75240 (Address of principal executive offices, including zip code) (972) 918-5120 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of re ...

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].

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 September 30, 2023 Commission File Number: 001-41323 NUBIA BRAND INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification Number) | | 13355 Noel R ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission File Number: 001-41323 NUBIA BRAND INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | Delaware | 87-1993879 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification Number) | | 13355 Noel Rd, Suite 1100 | | | Dallas, TX | 75240 | | (Addres ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Registrant's telephone number, including area code: (972) 918-5120 ☐ 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 NUBIA BRAND INTERNATIONAL CORP. FORM 10-Q (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | ...