Financial Performance - Q1 2025 net sales were $2,578 million, a decrease of 1.4% year-over-year, with organic sales growth of 2.2%[2] - Operating income increased by 31% to $254 million, with an operating margin of 9.9%, up from 7.4% in Q1 2024[4] - Earnings per share (diluted) rose by 41% to $2.14, while adjusted earnings per share increased by 37% to $2.15[4] - Net income for Q1 2025 was $167 million, a 32% increase from $127 million in Q1 2024[35] - Gross profit increased by $36 million to $478 million, with a gross margin improvement of 1.6 percentage points to 18.6%[36] - Operating income rose by $60 million to $254 million, reflecting a 31% increase year-over-year[40] - Net income attributable to controlling interest in Q1 2025 was $167 million, up from $126 million in Q1 2024, marking a 32.5% increase[63] - Autoliv's diluted earnings per share for Q1 2025 was $2.14, compared to $1.52 in Q1 2024, reflecting a 40.8% increase[63] Sales and Market Performance - Sales to domestic Chinese OEMs grew by 19%, aligning with their LVP growth, despite overall underperformance in China[10] - Organic sales growth outperformed global LVP growth by 11pp in Europe, 6.1pp in the Americas, and 5.4pp in Asia excluding China[27] - A record number of new product launches is expected to significantly improve sales performance in China in 2025[29] - Net sales for Q1 2025 were $2,578 million, a decrease of 1.4% compared to $2,615 million in Q1 2024[35] Cost and Efficiency - The total headcount decreased by 6%, contributing to improved profitability through cost reduction initiatives[10] - S,G&A costs increased by $13 million to $145 million, with S,G&A as a percentage of sales rising from 5.1% to 5.6%[37] - R,D&E, net costs decreased by $18 million to $95 million, with R,D&E as a percentage of sales improving from 4.3% to 3.7%[38] Cash Flow and Debt - Free operating cash flow is projected to be around $1.2 billion for 2025, with a leverage ratio of 1.3x[12] - Operating cash flow decreased by 37% to $77 million, primarily due to a larger increase in operating working capital compared to net income[44][46] - Net debt increased by $225 million to $1,787 million, attributed to higher dividends and share repurchases exceeding free operating cash flow[50] - Trade working capital decreased by 4.2% to $1,279 million, with trade working capital as a percentage of sales improving from 12.8% to 12.4%[44][49] Future Outlook - The company expects organic sales growth of around 2% and an adjusted operating margin of 10-10.5% for the full year 2025[9] - The company plans to discuss medium and long-term growth strategies at its Capital Markets Day on June 4, 2025[61] Asset and Liability Management - Autoliv's total assets as of March 31, 2025, were $8,114 million, an increase from $7,804 million at the end of 2024[64] - Autoliv's total current liabilities increased to $3,800 million as of March 31, 2025, compared to $3,633 million at the end of 2024[64] - Total current assets as of March 31, 2025, increased to $3,699 million from $3,483 million as of December 31, 2024, representing a growth of 6.2%[69] - Net debt as of March 31, 2025, was reported at $1,787 million, up from $1,554 million as of December 31, 2024, indicating a rise of 15%[71] - The leverage ratio for March 31, 2025, was 1.3, consistent with the previous quarter's ratio of 1.2[73] Return Metrics - Return on capital employed (GAAP) for Q1 2025 was 25.6%, up from 19.7% in Q1 2024[88] - Return on total equity (GAAP) for Q1 2025 was 28.8%, compared to 20.2% in Q1 2024[89]

Regulatory Changes - The NCC announced a reduction in the "monthly rental fee of broadband network circuit" by "3.32% minus annual growth rate of the Consumer Price Index (CPI)" effective from April 1, 2024[18]. - The upper limits on the termination rate for voice service over mobile networks will decrease from NT$0.407 to NT$0.330 per minute from 2025 to 2028, representing an aggregate decrease of about 19%[19]. - The company is subject to extensive regulation under the ROC Telecommunications Management Act, which may limit its flexibility to respond to market conditions[17]. - The company may face administrative penalties if it fails to comply with the cybersecurity requirements set forth by the Cyber Security Management Act[29]. - The government of the ROC has established the National Financial Stabilization Fund to support the securities market, which may affect the market price of the company's shares[68]. - The company may be sanctioned for violations of foreign ownership limits, which could adversely affect its ability to obtain financing[69]. Financial Performance - In 2024, Chunghwa Telecom reported revenues of NT$230.0 billion (US$7.0 billion) and a consolidated net income of NT$38.5 billion (US$1.2 billion), with basic earnings per share of NT$4.79 (US$0.15)[87]. - Capital expenditures for 2024 totaled NT$28.8 billion (US$0.9 billion)[88]. - The company has recognized an impairment loss reversal of NT$139.2 million (US$4.2 million) for investment properties in 2024, indicating a recovery in asset value[42]. - The company's financial results under Taiwan IFRSs may differ materially from those reported under IFRSs for SEC filings[65]. - The company faces risks from potential health concerns related to mobile handsets and base stations, which could reduce customer usage and impact revenue[49]. - The company is subject to various legal proceedings that could expose it to substantial liabilities, potentially affecting its financial condition[57]. Market Dynamics - The telecommunications industry in Taiwan has seen a decrease in mobile network operators from five to three following a merger in December 2023, increasing market concentration[23]. - The company faces intensified low-price strategies from cable operators, with bundled prices being about 10% to 20% lower than its offerings[25]. - The company is focusing on promoting high-quality 5G services to increase mobile service revenues, but faces competition from aggressive pricing strategies by other operators[24]. - The overall mobile services market in Taiwan experienced a revenue increase of 1.9% in 2024, driven by steady 5G migration and recovery of roaming services[135]. Technological Investments - Significant capital expenditures are planned to upgrade telecommunications technologies and services, particularly in response to the high-bandwidth requirements of digital convergence services[38]. - The company aims to expand its ICT services and has initiated the construction of data centers and cloud services in collaboration with major public cloud providers[97]. - The company is expanding its IDC business by building AIDCs to meet the growing demand for AI applications, indicating a strategic focus on emerging technologies[163]. - The company has invested in 31 submarine cables, with a total invested capacity exceeding 29 Tbps as of December 31, 2024[200]. Customer and Market Share - As of December 31, 2024, the company had approximately 1.1 million mobile customers, holding a market share of approximately 38.0% in total mobile customers and 40.4% in mobile service revenues in Taiwan[127]. - The company maintained a local telephone service market share of approximately 91.4% from 2022 to 2024, although revenues from local telephone services decreased from 10.5% of total revenues in 2022 to 8.7% in 2024[148]. - The company has a 70% market share in IDC services in Taiwan, reinforcing its position as the largest IDC services provider[121]. - The company holds over 70% market share in the IDC business in Taiwan, positioning itself as the leading IDC service provider[186]. Environmental Initiatives - The Climate Change Response Act aims for net-zero emissions by 2050, with potential regulatory fees starting in 2025 for industries exceeding 25,000 tonnes of CO2e emissions[33]. - The company aims for a 50% reduction in scope 1 and 2 carbon emissions by 2030 compared to 2020 levels and plans to use 100% renewable energy for its data centers by 2030 and for the entire company by 2040[35]. Operational Challenges - Interruptions in electricity or water supply could significantly harm the company's operations and financial condition[58][59]. - The company must attract and retain skilled personnel to maintain its competitive edge, with increasing demands for qualified talent in the telecommunications industry[60]. - The company's principal executive offices and substantially all assets are located in Taiwan, with nearly all revenues derived from operations in Taiwan, making it vulnerable to political risks and changes in ROC governmental policies[61]. Strategic Developments - The company has established an AI 2.0 Corporate Strategy Committee to build AI governance principles, although the effectiveness of these measures against cyber threats is uncertain[28]. - The establishment of Chunghwa Telecom Europe GmbH in Germany in July 2024 aims to expand business opportunities in the European market[116]. - An investment of US$30 million in Taiwania Hive Technology Fund L.P. was approved in February 2024 to capitalize on digital transformation trends in Southeast Asia[115]. - The company plans to explore opportunities in equity investments and strategic acquisitions to enhance core competitiveness in AI, 5G, and cybersecurity sectors[117]. Subscriber Growth - Total internet subscribers in Taiwan increased from 6,897,000 in 2022 to 7,097,000 in 2023, and is projected to reach 7,398,000 in 2024, representing a growth of approximately 2.9% year-over-year[146]. - HiNet FTTx subscribers grew from 3,479,000 in 2022 to 3,526,000 in 2023, with a forecast of 3,591,000 in 2024, indicating a steady increase[146]. - The number of home Wi-Fi devices rented increased by 36.8% year-over-year, indicating strong demand for Wi-Fi services[146].

IPO and Trust Account - The initial public offering (IPO) generated gross proceeds of $276 million from the sale of 27,600,000 units at $10.00 per unit, including an over-allotment option[18]. - Following the IPO, approximately $276 million was deposited into a trust account, which is invested only in U.S. government securities[20]. - As of September 2023, after stockholder redemptions, $4,184,782 remained in the trust account[20]. - Public stockholders redeemed 26,186,896 shares, resulting in $15,127,621 remaining in the trust account after a special meeting in December 2022[20]. - The proceeds from the IPO and private placement warrants will not be released from the trust account until the completion of a business combination or other specified conditions[22]. - Only $1,000,000 of the net proceeds from the initial public offering is available outside the trust account for working capital requirements[75]. - If the company cannot complete its initial business combination, public stockholders may only receive their pro rata portion of the funds in the trust account, estimated at $10.00 per share[76]. - The trust account may be reduced below $10.00 per share if the sponsor does not fulfill indemnification obligations, impacting public stockholders' distributions[81]. - The company liquidated investments in its Trust Account to mitigate the risk of being classified as an unregistered investment company, resulting in lower interest income for public stockholders[178]. - The Trust Account funds were previously held in U.S. government treasury obligations, but were liquidated to avoid regulatory complications, leading to reduced returns for stockholders[179]. Business Combination Plans - The company has extended the deadline to complete a business combination to March 9, 2024, with potential further extensions[20]. - The company has a defined timeline of 51 months from the IPO to complete a business combination, failing which it will liquidate[23]. - The company entered into a Business Combination Agreement with Iris Parent Holding Corp. on November 30, 2022, involving a merger with Liminatus and Iris, with the goal of creating a direct wholly-owned subsidiary of ParentCo[58]. - The company is focused on acquiring businesses with strong growth potential, good capital efficiency, and competent management teams, prioritizing emerging markets and technology-led companies[42]. - The company aims to invest in steady growth businesses backed by technology adoption, targeting products consumable by the growing middle-class population[44]. - The company will evaluate potential acquisitions based on metrics such as recurring revenues, market share, and customer acquisition costs to identify unique product offerings[47]. - The company has not selected a specific target business for the initial business combination, making it difficult to evaluate potential risks and merits[95]. - The company may only complete one business combination with the proceeds from its IPO, leading to a lack of diversification and increased risk associated with a single business[210]. - The company may attempt to complete multiple business combinations simultaneously, which could complicate negotiations and increase costs[106]. - The company may face challenges in completing its initial business combination if the target business does not meet its general criteria and guidelines, potentially leading to stockholder redemption[96]. Financial and Operational Risks - The company has not generated any revenue to date and has not engaged in operations unrelated to searching for business combination candidates[17]. - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses due to financial resource constraints[49]. - The company may need to reserve a portion of cash in the trust account for potential redemptions, impacting its ability to optimize capital structure[66]. - If a significant number of shares are redeemed, it could increase the likelihood of an unsuccessful business combination[67]. - The company may rely on loans from its sponsor or management team if the funds outside the trust account are insufficient to operate until June 30, 2025[75]. - The company may incur substantial debt to complete its initial business combination, which could adversely affect its leverage and financial condition[154]. - The company may face increased competition for attractive target businesses due to the rise in special purpose acquisition companies, which may lead to higher costs or inability to find suitable targets[71]. - The company may face challenges in negotiating favorable terms for business combinations as potential targets may leverage the impending deadline[70]. - The company may face material adverse effects on its business combination search due to future pandemics and infectious diseases[115]. - The company has identified a material weakness in internal control over financial reporting as of December 31, 2024, particularly related to accounting for complex financial instruments, which could adversely affect investor confidence[201]. Management and Governance - The management team has extensive experience in investment banking, M&A, and private equity, with a focus on sectors such as healthcare and technology[31]. - The company has three executive officers who will devote time as necessary to the business combination process, with no full-time employees expected prior to the initial business combination[51]. - Conflicts of interest may arise as officers and directors have fiduciary obligations to other entities, potentially affecting business opportunity presentations[118]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[120]. - The company’s initial stockholders control 97.5% of the common stock, potentially influencing stockholder votes in ways that may not align with public stockholders' interests[163]. - The company may face conflicts of interest due to the financial interests of its directors and officers in the proposed business combination[221]. - Iris Acquisition Holdings LLC may face conflicts of interest regarding changes to the Business Combination Agreement due to the discretion of its directors[222]. Regulatory and Compliance Issues - The company must avoid being classified as an investment company under the Investment Company Act, which would impose compliance burdens and restrict activities[87]. - Changes in laws or regulations could adversely affect the company's ability to complete its initial business combination and overall operations[90]. - The SEC issued final rules on January 24, 2024, regarding SPACs, which may require the company to liquidate earlier than planned[175]. - If deemed an investment company under the Investment Company Act, the company would face significant compliance burdens and restrictions on its activities[176]. - The review process by CFIUS could be lengthy, limiting the time available to complete the initial business combination[225]. - The initial business combination with a U.S. target company may be subject to review by CFIUS, potentially delaying or prohibiting the transaction[223]. - The proposed business combination aims to qualify as a tax-deferred exchange under Section 351 of the Code, but uncertainties exist regarding its qualification under Section 368(a)[229]. - The IRS issued final regulations regarding the excise tax, requiring payment for liabilities incurred from January 1, 2023, to December 31, 2023, by October 31, 2024[228]. - Liquidating distributions may be exempt from the excise tax, but uncertainties remain regarding redemptions made after December 31, 2022[228]. Shareholder Considerations - The company may issue additional shares of Class A common stock or preferred stock, which could significantly dilute existing investors' equity interests[152]. - Public stockholders may experience immediate and substantial dilution upon acquiring Class A common stock due to the nominal price paid for founder shares[164]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of stockholders do not agree[155]. - Holders of warrants may only exercise their warrants on a cashless basis under certain circumstances, potentially resulting in fewer shares received[145]. - The company is not currently registering the Class A common stock issuable upon exercise of the warrants under the Securities Act[140]. - If the shares of Class A common stock are not listed on a national securities exchange, the company may require warrant holders to exercise on a cashless basis[143]. - The company may redeem outstanding warrants at a price of $0.01 per warrant if the Class A common stock price exceeds $18.00 for a specified period[166]. - Each unit contains one-fourth of a warrant, which may make the units less valuable compared to other special purpose acquisition companies that offer whole warrants[167]. Market and Economic Risks - The company may face challenges in sustaining an active trading market for its securities, affecting liquidity and price[168]. - The market for directors and officers liability insurance has become less favorable, with increased premiums and decreased availability, potentially complicating initial business combinations[196]. - Cyber incidents could lead to data theft and financial loss, posing a risk to the company's operations and financial condition[188]. - The company may face challenges in managing cross-border operations, including regulatory compliance and currency fluctuations, which could impact future business combinations[197]. - Past performance of the management team is not indicative of future investment performance, and no member has prior management experience with special purpose acquisition corporations[117]. - Key personnel loss could adversely affect operations and profitability after the initial business combination[128]. - The management team may not maintain control of the target business post-combination, potentially affecting operational success[130]. - The company may pursue business combinations outside of management's expertise, which could lead to inadequate risk assessment[131]. - The company may need to take write-downs or impairments post-business combination, negatively impacting financial condition and stockholder value[126].

Exhibit 99.1 U.S. Auto Manufacturer ECD Auto Design Reports Fourth Quarter and Full Year 2024 Financial Results; Revenues Increase 29% to $25 Million KISSIMMEE, FL / Globe Newswire / April 15, 2025 – U.S. Auto Manufacturer ECD Automotive Design, Inc. (Nasdaq: ECDA) ("ECD" or the "Company"), the world's largest Land Rover and Jaguar restoration company known for its custom luxury builds, including bespoke Defenders, Range Rovers, Jaguar E-Types, Ford Mustangs and Toyota FJs, announced today its financial res ...

Revenue Performance - Revenue for the year ended December 31, 2024, increased 29% to a record $25.2 million, compared to $19.5 million in 2023[11] - Revenue for the year ended December 31, 2024, increased to $25,165,733, up 29% from $19,492,606 in 2023[31] - Fourth quarter 2024 revenues increased 10% to $5.3 million, compared to $4.8 million in the same quarter of 2023[18] Profitability - Gross profit for 2024 was $5.9 million, representing 23.4% of revenue, up from $4.5 million or 23.2% of revenue in 2023[12] - Gross profit rose to $5,887,947, representing a 30% increase from $4,522,923 in the previous year[31] - Net loss for 2024 was ($10.8) million, or $(0.32) per diluted share, compared to a net loss of ($1.2) million, or $(0.05) per diluted share in 2023[14] - Net loss for 2024 was $(10,771,451), compared to a net loss of $(1,178,906) in 2023, reflecting a substantial decline in profitability[31] - Adjusted EBITDA for 2024 was a loss of ($3.6) million, compared to an Adjusted EBITDA gain of $1.8 million in 2023[15] - Adjusted EBITDA for 2024 was $(3,558,474), a decrease from an adjusted EBITDA of $1,812,290 in 2023[36] Operating Expenses - Operating expenses for the year ended December 31, 2024, were $10.4 million, compared to $6.1 million in 2023, primarily due to higher general and administrative expenses[13] - Operating expenses totaled $10,436,687, a significant increase of 73% compared to $6,058,757 in 2023[31] - The company reported a significant increase in advertising and marketing expenses, which rose to $1,171,696, up 83% from $641,831 in 2023[31] Cash and Assets - Cash and equivalents on December 31, 2024, were $1.5 million, down from $8.1 million on December 31, 2023[16] - Cash and cash equivalents decreased to $1,476,850 in 2024 from $8,134,211 in 2023, a decline of 82%[34] - Total current assets decreased to $12,943,542 in 2024 from $17,775,983 in 2023, a decline of 27%[34] Liabilities - Total liabilities increased to $37,173,174 in 2024, up from $34,144,401 in 2023, indicating a rise of 6%[34] Business Operations - The company completed approximately 12 vehicles in 2024, with revenue recognition for these vehicles expected in the first half of 2025[9] - ECD plans to expand its retail presence with new locations, including a 'store within a store' in West Palm Beach, enhancing customer engagement and customization opportunities[10] Shareholder Information - The weighted average number of common shares outstanding increased to 33,505,605 in 2024 from 24,875,667 in 2023, an increase of 35%[31] Quarterly Performance - Gross profit in the fourth quarter of 2024 was $0.3 million, down from $1.2 million in the same year-ago quarter, impacted by a non-cash $1.1 million write-down[19]

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 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- | --- | | (State or other juri ...

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].

IPO and Financing - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[20]. - An additional 417,180 units were sold under the over-allotment option, generating gross proceeds of $4.17 million[21]. - A total of $54,984,377 from the IPO and private placements has been deposited in a trust account for the benefit of public stockholders[150]. - The company received unsecured promissory notes totaling $849,626 from the Sponsor to support transaction costs and working capital[25]. - The company has received loans totaling $449,780 from the Sponsor during 2023 to cover transaction costs related to the business combination[183]. Business Combination and Mergers - The company extended its business combination period to May 6, 2025, by depositing $20,000 for each one-month extension[27]. - The Bestpath Merger Agreement was terminated on July 12, 2024, to allow for a new business combination agreement following a reorganization[39]. - The company is contemplating mergers with Huture, primarily based in mainland China, and does not expect these mergers to result in "control" of a "U.S. business" by a "foreign person" under CFIUS regulations[62]. - The company has structured the business combination with Huture to acquire 100% of its equity interests, but may consider alternatives if necessary[71]. - The Mergers imply a current equity value of Huture at $1.0 billion prior to the closing of the Mergers[42]. Compliance and Regulatory Issues - The company faced non-compliance with Nasdaq Listing Rules, including a failure to maintain at least 300 public holders and a minimum market value of listing securities of $35 million[30][35]. - The Nasdaq notified the company of its delisting determination on March 6, 2025, due to non-compliance with listing rules[36]. - The company intends to seek waivers from third parties regarding claims to the trust account to limit potential liabilities[88]. - The company plans to seek a waiver from Nasdaq regarding its delisting, but there is no assurance that it will be granted[110]. - The company must comply with the Sarbanes-Oxley Act regarding internal control audits for the fiscal year ending December 31, 2024[101]. Financial Performance - For the fiscal year ended December 31, 2024, the company reported a net loss of $357,114, primarily due to general and administrative expenses of approximately $881,677 and income tax expense of $347,586[177]. - For the fiscal year ended December 31, 2023, the company achieved a net income of $997,917, with interest earned on investments held in the Trust Account amounting to approximately $1,980,430[178]. - As of December 31, 2024, the company had cash of $7,830 and a working capital deficit of $2,886,242, indicating liquidity challenges[183]. - The company has incurred significant expenses related to being a public entity and anticipates further costs associated with the search for a business combination[177]. - The company has recorded an excise tax liability of $546,877 for fiscal year 2024 and $259,438 for fiscal year 2023 due to stock redemptions[161]. Redemption and Liquidation - An aggregate of 2,124,738 shares with a redemption value of approximately $23.18 million were tendered for redemption during the annual stockholder meeting[27]. - Public stockholders may redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[72]. - If the company liquidates, public stockholders may only receive up to $11.62 per share based on the trust account balance as of March 31, 2025[61]. - Public stockholders will receive a pro rata portion of the trust account upon redemption, which may be less than approximately $10.15 per share due to potential claims from creditors[89]. - The company will cease all operations and redeem 100% of outstanding public shares if a business combination is not completed by May 6, 2025[83]. Internal Controls and Governance - Management has identified deficiencies in internal control over financial reporting, concluding that disclosure controls and procedures were not effective as of December 31, 2024[202]. - The company identified a material weakness in internal controls over financial reporting as of December 31, 2023, related to the classification of Investment held in Trust Account and Deferred underwriting fee payable accounts[208]. - Management has taken remediation measures and concluded that the material weakness has been remediated as of December 31, 2024[208]. - The independent registered public accounting firm did not provide an attestation report due to the company's status as an emerging growth company[207]. - The company acknowledges that its disclosure controls and procedures can only provide reasonable, not absolute, assurance against errors and fraud[204]. Management and Strategy - The management team includes experienced professionals, such as CEO Ms. Yi Zhou and CFO Mr. Qingze Zhao, with backgrounds in consultancy and corporate strategy[63]. - The company intends to utilize cash from the IPO and private placements for its initial business combination, without designating proceeds for specific purposes[65]. - Target business candidates are expected to be sourced from various unaffiliated financial community members, including investment bankers and venture capital funds[66]. - The company has the flexibility to identify and select prospective acquisition candidates, with a target business having a fair market value of at least 80% of the trust account balance[69]. - The company has a diverse board of directors with extensive experience in finance, consulting, and management[213][214][215][216][217].

IPO and Financial Proceeds - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[20]. - An additional 417,180 units were sold under the over-allotment option, generating gross proceeds of $4,171,800[21]. - As of March 31, 2025, the trust account held $9,361,505.81, which is part of the net proceeds from the IPO and private placements[27]. - A total of $54,984,377 of net proceeds from the IPO and private placements were deposited in a trust account for public stockholders[150]. - The company incurred total expenses of $812,577 in underwriting discounts and commissions and $835,549 for other IPO-related costs[153]. Business Combination and Mergers - The company extended its business combination period to May 6, 2025, by depositing $20,000 for each one-month extension[27]. - The company entered into a merger agreement with Bestpath on March 23, 2023, which was later terminated on July 12, 2024, due to a reorganization[39]. - The Mergers imply a current equity value of Huture at $1.0 billion prior to the closing of the Mergers[42]. - Each outstanding PubCo Ordinary Share will have a value at the time of the Closing of $10.00[42]. - Holdco shareholders will receive up to 10,000,000 Earn-out Shares if PubCo's consolidated revenue reaches RMB60,000,000 for the fiscal year ended December 31, 2024, and RMB100,000,000 for the fiscal year ended December 31, 2025[45]. - The company has structured the business combination with Huture to acquire 100% of its equity interests, but may consider alternatives if necessary[71]. Compliance and Regulatory Issues - The company was notified by Nasdaq on February 28, 2024, for not meeting the Minimum Public Holders Rule, requiring a plan for compliance[30]. - On November 20, 2024, the company was notified of failing to maintain a minimum Market Value of Listing Securities of $35 million[35]. - The company received a delisting notification from Nasdaq on March 6, 2025, due to non-compliance with listing rules[173]. - Following the delisting notification, the company opted not to request a review and expects to file a Form 25-NSE to remove its securities from Nasdaq[174]. - The company intends to seek a waiver from Nasdaq regarding its delisting, but there is no assurance that this will be granted[110]. Financial Performance - For the fiscal year ended December 31, 2024, the company reported a net loss of $357,114, primarily due to general and administrative expenses of approximately $881,677[177]. - For the fiscal year ended December 31, 2023, the company achieved a net income of $997,917, with interest earned on investments held in the Trust Account amounting to approximately $1,980,430[178]. - As of December 31, 2024, the company had cash of $7,830 and a working capital deficit of $2,886,242[183]. - The company has recorded an excise tax liability of $546,877 for fiscal year 2024 and $259,438 for fiscal year 2023 due to stock redemptions[161]. Shareholder Actions and Redemption - An aggregate of 2,487,090 shares with a redemption value of approximately $25,943,773 were tendered for redemption during the special meeting on June 28, 2023[26]. - Public stockholders may seek to redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[72]. - If the company liquidates, public stockholders may only receive up to $11.62 per share based on the trust account balance as of March 31, 2025[61]. - Following an annual stockholder meeting on April 30, 2024, an additional 2,124,738 shares were tendered for redemption, valued at $23,176,909 (or approximately $10.91 per share), reducing outstanding public shares to 805,352[120]. Management and Governance - The management team includes CEO Ms. Yi Zhou and CFO Mr. Qingze Zhao, with significant experience in consultancy and corporate strategy, respectively[63]. - The Chief Executive Officer, Yi Zhou, has extensive experience in consultancy and private equity, having co-founded Ease Consulting[214]. - The Chief Financial Officer, Qingze Zhao, has a strong background in asset management and quant-trading[215]. - The independent directors bring diverse expertise in healthcare, education consulting, and auditing to the board[216][217]. Internal Controls and Compliance - The company identified a material weakness in internal controls over financial reporting as of December 31, 2023, related to the classification of investments and deferred underwriting fees[208]. - Management has taken remediation measures and concluded that the material weakness has been remediated as of December 31, 2024[208]. - The company acknowledges that its disclosure controls and procedures cannot prevent all errors and instances of fraud[204]. - Management is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with GAAP[205]. Future Outlook and Challenges - The company is contemplating mergers with Huture, primarily based in mainland China, and does not expect these mergers to result in "control" of a "U.S. business" by a "foreign person" under CFIUS regulations[62]. - The company may face challenges in completing a business combination due to foreign investment regulations and potential CFIUS review, which could limit the pool of potential targets[113][114]. - The company expects to incur significant professional costs to remain publicly traded and may need additional financing to complete its business combination[184]. - If the company cannot complete a business combination by May 6, 2025, it will cease operations and liquidate[185].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39445 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such fi ...