Solidion(STI) - 2023 Q1 - Quarterly Report

Part I - FINANCIAL INFORMATION Unaudited Condensed Financial Statements This section presents the unaudited condensed financial statements, detailing the company's financial position, operational results, and cash flows Condensed Consolidated Balance Sheets The balance sheet as of March 31, 2023, details total assets of $130.5 million, a $6.1 million stockholders' deficit, and increased current liabilities Condensed Consolidated Balance Sheet Highlights (as of March 31, 2023 vs. Dec 31, 2022) | Balance Sheet Item | March 31, 2023 (unaudited) | December 31, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash | $98,053 | $545,655 | | Investments held in the Trust Account | $130,174,150 | $127,782,882 | | Total Assets | $130,461,521 | $128,580,035 | | Liabilities & Stockholders' Deficit | | | | Total Current Liabilities | $2,743,152 | $909,326 | | Total Liabilities | $7,065,652 | $5,231,826 | | Class A common stock subject to possible redemption | $129,505,753 | $127,242,983 | | Total Stockholders' Deficit | ($6,109,884) | ($3,894,774) | Condensed Consolidated Statements of Operations The statements of operations show a net income of $47,660 for Q1 2023, driven by Trust Account interest, offsetting increased expenses Condensed Consolidated Statements of Operations (For the Three Months Ended March 31) | Line Item | 2023 | 2022 | | :--- | :--- | :--- | | General and administrative expenses | $1,007,788 | $119,366 | | Total Expenses | $1,037,788 | $124,366 | | Income earned on Investments held in Trust Account | $1,356,319 | $8,655 | | Total Other Income | $1,360,694 | $12,367 | | Provision for income taxes | $275,246 | $0 | | Net income (loss) | $47,660 | ($111,999) | Condensed Consolidated Statements of Cash Flows Cash flows for Q1 2023 show net cash used in operations and investing, offset by financing activities, resulting in a net cash decrease Cash Flow Summary (For the Three Months Ended March 31, 2023) | Cash Flow Activity | Amount | | :--- | :--- | | Net Cash Used In Operating Activities | ($522,312) | | Net Cash Used In Investing Activities | ($1,034,949) | | Net Cash Provided By Financing Activities | $1,109,659 | | Net change in cash | ($447,602) | | Cash at end of period | $98,053 | Notes to Consolidated Financial Statements The notes detail the SPAC's merger with Honeycomb Battery Company, going concern uncertainty, and related party transactions - On February 16, 2023, the Company entered into a Merger Agreement with Honeycomb Battery Company. The merger consideration includes 70 million shares at closing plus up to 22.5 million earnout shares based on future stock price performance[24][25] - Management has determined that liquidity risks and the requirement to complete a business combination by the deadline (extended to June 15, 2023, and potentially to September 15, 2023) raise substantial doubt about the Company's ability to continue as a going concern[42] - In March 2023, the Sponsor deposited $1,235,000 into the Trust Account to extend the business combination deadline from March 15, 2023, to June 15, 2023. This was structured as a non-interest-bearing loan[37] - Subsequent to the quarter end, in April 2023, $339,899 was withdrawn from the Trust Account to pay federal income taxes. In May 2023, the Sponsor provided a new unsecured promissory note for up to $1,000,000[109][110] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and results, emphasizing the Honeycomb Battery Company merger, liquidity, and going concern - The company is a blank check company that entered into a definitive Merger Agreement with Honeycomb Battery Company on February 16, 2023. The transaction is expected to close in the second quarter of 2023[113][116][122] - As of March 31, 2023, the company had cash of $98,053 and a working capital deficit of $2,455,781[123] - Management reiterates that there is substantial doubt about the company's ability to continue as a going concern due to liquidity issues and the impending deadline to complete an initial business combination[133] Results of Operations Results of operations for Q1 2023 show net income of $47,660, primarily from Trust Account interest, contrasting with a prior-year net loss Results of Operations Comparison (Three Months Ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Income (Loss) | $47,660 | ($111,999) | | Interest Income (Trust Account) | $1,356,319 | $8,655 | | Operating Expenses | $1,037,788 | $124,366 | Liquidity and Capital Resources The company's liquidity is constrained by a $2.46 million working capital deficit, relying on Sponsor loans to fund operations and extend deadlines - As of March 31, 2023, the company had $130,174,150 in investments held in the Trust Account[132] - The company is dependent on loans from its Sponsor to fund operations. As of March 31, 2023, $1,235,000 was outstanding under a promissory note from the Sponsor[139] Quantitative and Qualitative Disclosures about Market Risk This section is not applicable as the company is a smaller reporting company - The company is a smaller reporting company and is not required to provide this information[153] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal controls - Based on an evaluation as of March 31, 2023, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[156] - There were no material changes to the company's internal control over financial reporting during the fiscal quarter ended March 31, 2023[157] Part II - OTHER INFORMATION Legal Proceedings The company reports that there are no legal proceedings - None[160] Risk Factors As a smaller reporting company, Nubia Brand International Corp is not required to provide this information - The company is a smaller reporting company and is not required to provide the information under this item[161] Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or use of proceeds during the period - None[162] Exhibits This section lists exhibits filed, including the Merger Agreement with Honeycomb Battery Company and related transaction documents - Key exhibits filed include the Merger Agreement dated February 16, 2023, and related transaction documents such as Support Agreements and Lock-Up Agreements[167]