As filed with the Securities and Exchange Commission on February 12, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ SOLIDION TECHNOLOGY, INC. (Exact Name of Registrant as Specified in its Charter) __________________________ Delaware 3359 87-1993879 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number ...

As filed with the Securities and Exchange Commission on December 9, 2025 Registration No. 333-282470 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________ AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________________________________ SOLIDION TECHNOLOGY, INC. (Exact Name of Registrant as Specified in its Charter) __________________________________ | Delaware | 3359 | 87-1993879 | | --- | --- | --- | | (State or othe ...

Technology and Innovation - Solidion Technology, Inc. achieved a significant technological milestone with a high-energy cylindrical cell that has an energy density of 305 Wh/kg, surpassing conventional lithium-ion batteries which typically range from 240-260 Wh/kg [224]. - The company holds over 525 active patents globally, positioning it as a leader in silicon anode and solid-state battery technology [223]. - Solidion's anode materials containing biochar-derived materials have achieved a capacity of over 340 mAh/g, contributing to the goal of net-zero greenhouse gas emissions by 2050 [229]. - Solidion is actively developing battery cells with capacities ranging from 4.6 to 5.5Ah, showcasing advancements in both silicon and graphite-based anodes [230]. - The company is committed to advancing battery technology through continuous R&D efforts and optimizing supply chain sustainability [227]. - The company is developing next-generation electrolytes, with plans to scale up production of these electrolyte-based cells by 2025 [233]. Financial Performance - For the three months ended September 30, 2025, net sales were $9,350,000, while net income (loss) was $(4,092,145), an improvement from $(6,636,679) in the same period of 2024 [253]. - Operating expenses decreased by $2,445,077 for the three months ended September 30, 2025, primarily due to lower selling, general and administrative expenses [254]. - For the nine months ended September 30, 2025, net sales totaled $13,350,000, with a net loss of $(4,014,026), compared to a net loss of $(17,154,245) in the same period of 2024 [256]. - Other income increased by $15,919,913 for the nine months ended September 30, 2025, driven by a gain of $9,964,250 from changes in the fair value of derivative liabilities [259]. - Cash used in operating activities for the nine months ended September 30, 2025, was $(3,607,781), an improvement from $(5,677,192) in the same period of 2024 [260]. - Operating expenses decreased by $4,216,256 for the nine months ended September 30, 2025, mainly due to reductions in professional fees and stock-based compensation [258]. - Interest expense for the nine months ended September 30, 2025, was $331,264, primarily related to short-term notes [259]. - As of September 30, 2025, the company had an accumulated deficit of $112,891,883 and expects to continue incurring losses for at least the next twelve months [267]. Capital and Funding - The company received net proceeds of $17,555 from the merger with Honeycomb Battery Company, which will be used to support its corporate growth strategy [235]. - Solidion raised $3,850,000 in a private placement on March 13, 2024, to be used for working capital and general corporate purposes [237]. - The company plans to allocate $13,806 generated in interest income earnings during fiscal year 2024 for Bitcoin purchases in fiscal year 2025 as part of its treasury strategy [226]. - The company generated cash of $628,437 from financing activities for the nine months ended September 30, 2025, primarily from warrant exercises [264]. - The company is engaged in discussions with financing counterparties to secure additional capital to meet business needs [266]. Shareholder Information - Solidion's Series A and Series B warrants were reset to 442,834 shares and 114,992 shares respectively, following a reset period that ended on July 2, 2024 [239].

Financial Performance - Solidion Technology, Inc. reported net sales of $4,000 for the three months ended June 30, 2025, compared to no sales in the same period of 2024[235]. - The cost of goods sold for the same period was $2,327, indicating a gross margin of approximately 42%[235]. - Operating expenses decreased by $1,144,512 to $1,788,797 for the three months ended June 30, 2025, primarily due to lower selling, general, and administrative expenses[236]. - Total other income for the three months ended June 30, 2025, was $1,933,915, a significant decrease from $24,951,725 in the same period of 2024[235]. - Solidion achieved a net income of $146,791 for the three months ended June 30, 2025, compared to a net income of $22,018,416 in the same period of 2024[235]. - For the six months ended June 30, 2025, net sales were $4,000, with a net income of $9,341,421 compared to a net loss of $10,517,566 in the same period of 2024[238]. - Operating expenses decreased by $1,771,179 to $4,921,466 for the six months ended June 30, 2025, primarily due to lower professional fees and administrative costs[239]. - Other income increased by $18,086,135 for the six months ended June 30, 2025, largely driven by a gain of $14,461,950 from changes in the fair value of derivative liabilities[240]. - The company incurred losses from operations totaling $4,919,793 during the six months ended June 30, 2025, with an accumulated deficit of $106,539,088 as of the same date[249]. Cash Flow and Investments - Cash used in operating activities was $3,255,997 for the six months ended June 30, 2025, compared to $3,541,372 in the same period of 2024[242]. - Cash used in investing activities was $181,498 for the six months ended June 30, 2025, primarily for purchases of manufacturing equipment and capitalized patent costs[244]. - Cash generated from financing activities was $198,415 for the six months ended June 30, 2025, with proceeds from warrant exercises of $241,546[246]. - The company is engaged in discussions to secure additional external capital to fund operations and capital expenditures, raising concerns about its ability to continue as a going concern[248]. Strategic Initiatives - The company holds over 525 active patents globally, positioning it as a leader in silicon anode and solid-state battery technology[208]. - Solidion's high-energy cylindrical cell achieves an energy density of 305 Wh/kg, significantly higher than the typical 240-260 Wh/kg of conventional lithium-ion batteries[209]. - The company received net proceeds of $17,555 from the merger with Honeycomb Battery Company, which will be used to support its growth strategy[220]. - Solidion plans to allocate $13,806 generated in interest income for Bitcoin purchases in fiscal year 2025 as part of its treasury strategy[211]. - The company aims to produce anode materials with a capacity of over 340 mAh/g by the end of 2024, contributing to its sustainability goals[214]. Accounting and Reporting - As of June 30, 2025, the company had no off-balance sheet arrangements or obligations[250]. - The company adopted ASU 2023-07 for segment reporting effective January 1, 2024, which did not have a material impact on its financial statements[258].

Financial Performance - Solidion Technology, Inc. achieved a net income of $9,194,630 for the three months ended March 31, 2025, compared to a net loss of $32,535,982 in the same period of 2024[230]. - Operating expenses decreased by $626,667 to $3,132,669 for the three months ended March 31, 2025, primarily due to lower selling, general, and administrative expenses[231]. - Other income increased by $41,103,945 for the three months ended March 31, 2025, primarily due to a gain of $12,417,450 from changes in the fair value of derivative liabilities[232]. - Cash used in operating activities for the three months ended March 31, 2025, was $2,342,278, compared to $2,040,712 for the same period in 2024[234][235]. - The company incurred losses from operations totaling $3,132,669 during the three months ended March 31, 2025, with an accumulated deficit of $106,685,879 as of the same date[240]. - Cash generated from financing activities for the three months ended March 31, 2025, was $198,875, significantly lower than $3,954,881 in the same period of 2024[237][238]. - The company used cash of $40,156 in investing activities for the three months ended March 31, 2025, down from $91,348 in the same period of 2024[236]. - The company expects to continue incurring losses for at least the next twelve months, indicating a challenging financial outlook[240]. Capital and Funding - Solidion received net proceeds of $17,555 from the merger with Honeycomb Battery Company, which will be used for corporate growth and commercialization of battery technology[215]. - In March 2024, Solidion raised $3,850,000 through a private placement, with proceeds allocated for working capital and general corporate purposes[217]. - Management is engaged in discussions with financing counterparties to secure additional capital to meet business needs, highlighting ongoing liquidity concerns[239]. Product Development and Technology - The company generated minimal revenue from product samples and does not expect significant revenue until the commercialization process and manufacturing capacity are completed[223]. - Solidion's high-energy cylindrical cell has achieved an energy density of 305 Wh/kg, significantly higher than the typical 240-260 Wh/kg of conventional lithium-ion batteries[204]. - The company holds over 525 active patents globally, positioning it as a leader in silicon anode and solid-state battery technology[203]. - Solidion's anode materials containing biochar-derived materials have achieved a capacity of over 340 mAh/g, contributing to more environmentally responsible battery manufacturing[209]. - The company is actively developing next-generation electrolytes, with plans to scale up production of these electrolyte-based cells by 2025[213]. - The company plans to allocate $13,806 generated in interest income for Bitcoin purchases in fiscal year 2025 as part of its treasury strategy[206]. Accounting and Compliance - As of March 31, 2025, the company had no off-balance sheet arrangements or obligations[241][242]. - The fair value of the Forward Purchase Agreement is classified as a liability, requiring significant estimates and judgments[245][247]. - The company adopted new accounting standards effective January 1, 2024, which did not have a material impact on its financial statements[249].

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].

As filed with the Securities and Exchange Commission on October 2, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________ FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________________________________ SOLIDION TECHNOLOGY, INC. (Exact Name of Registrant as Specified in its Charter) __________________________________ | Delaware | 3359 | 87-1993879 | | --- | --- | --- | | (State or other jurisdiction of | (Prima ...

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].

As filed with the Securities and Exchange Commission on June 12, 2024 Registration No. 333-278700 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT (Exact Name of Registrant as Specified in its Charter) __________________________________ | Delaware | 3359 | 87-1993879 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organiza ...