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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):
June 3, 2024
SOLIDION TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41323 |
|
87-1993879 |
(State or other jurisdiction
of incorporation) |
|
(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
Registrant’s telephone number, including
area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.0001 per share |
|
STI |
|
The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial
Condition
On June 7, 2024, Solidion
Technology, Inc. (the “Company”) announced its first quarter 2024 financial results. Attached as Exhibit 99.1 is a copy of
the press release.
As provided in General Instruction
B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 are “furnished” and shall not be deemed to be “`filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 31, 2024,
the Company received an expected delinquency notification letter (the “Notice”) from the Listing Qualifications Department
of the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company's delay in filing its Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”) by the applicable due date, the Company
was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file
all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”).
The Notice states that the
Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan to regain
compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-Q to regain compliance;
however, there can be no assurance that these events will occur.
Neither the Notice nor the Company's noncompliance
with the Rule has an immediate effect on the listing or trading of the Company's securities on Nasdaq, which will continue to trade on
The Nasdaq Global Market under the symbol “STI.” The Company continues to work diligently to complete the Form 10-Q and plans
to file the same as promptly as possible to regain compliance with the Rule.
As required under Nasdaq Listing Rule 5810(b),
the Company issued a press release on June 6, 2024, announcing that it had received the Notice. A copy of this press release is attached
as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2024, the Company held a Special Meeting
of its Stockholders. At the meeting, the following proposals were acted upon:
1. Nasdaq Proposal - Approval, for
purposes of complying with Nasdaq Listing Rule 5635(d), of the potential issuance of shares of our common stock underlying the
Warrants in an amount that may be equal to or exceed 20% of our common stock outstanding.
The vote was as follows:
| For | |
| 68,055,000 | |
| Against | |
| 0 | |
| Abstain | |
| 0 | |
2. Reverse Stock Split - Authorization
of the Board to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of all of
the Company’s issued and outstanding common stock by a ratio in the range of 1-for-10 to 1-for-50.
The vote was as follows:
| For | | |
% of
Shares
Outstanding | | |
Against | | |
% of
Shares
Outstanding | | |
Abstain | | |
% of
Shares
Outstanding | |
| | 68,055,000 | | |
| 78.31 | % | |
| 0 | | |
| 0.00 | % | |
| 0 | | |
| 0.00 | % |
| | | | |
| | | |
| | | |
| | | |
| | | |
| | |
3. Adjournment Proposal –
Approval to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if
there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal or the Reverse Stock Split Proposal.
The vote was as follows:
| For | |
| 68,055,000 | |
| Against | |
| 0 | |
| Abstain | |
| 0 | |
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 7, 2024 |
|
| |
|
|
| SOLIDION TECHNOLOGY, INC. |
|
| |
|
|
| By: |
/s/ Jaymes Winters |
|
| Name: |
Jaymes Winters |
|
| Title: |
Chief Executive Officer |
|
3
Exhibit
99.1
Solidion
Technology Reports Results for Q1 2024
| ● | Successful
completion of merger |
| ● | Shares
commenced trading on Nasdaq Global Market |
Dallas,
TX (June 7, 2024) — Solidion Technology Inc. (“Solidion” or the “Company”) (Nasdaq: STI), an advanced
battery technology solutions provider, today announced it has released financial and operating results for Solidion for the first quarter
of 2024. The unaudited condensed consolidated and combined financial statements of Solidion and additional information, can be found
in Solidion’s Form 10-Q, filed with the Securities and Exchange Commission today, June 6, 2024 (the “Form 10-Q”). This
earnings release should be read together with the information contained in the Form 10-Q.
Select
Year-to-Date Highlights
| ● | $3.8
million operating loss |
| ● | The
net loss of $29.7 million included $8.2 million due to the change in the fair value of derivative
liabilities and $17.8 million due to the issuance of common stock and warrants related to
the Private Placement financing. |
“Despite
challenging market conditions, Solidion is making progress towards commercialization of its suite of battery materials products,”
said Jaymes Winters, CEO of Solidion Technology. “There are opportunities to enter the market organically, or through existing
sector participants.”
About
Solidion
Solidion’s
core business includes manufacturing of battery materials and components, as well as development and production of next-generation batteries
for energy storage systems and electric vehicles for ground, air, and sea transportation. Solidion offers two lines of battery products:
(i) advanced anode materials (ready for production expansion); and (ii) three classes of solid-state batteries, including Silicon-rich
all-solid-state lithium-ion cells (Gen 1), anode less lithium metal cells (Gen 2), and lithium-sulfur cells (Gen 3), all featuring an
advanced polymer- or polymer/inorganic composite-based solid electrolyte that is process-friendly. Solidion’s solid-state batteries
can be manufactured at scale using current lithium-ion cell production facilities; this feature enables fastest time-to-market of safe
solid-state batteries. Solidion batteries are designed to deliver significantly extended EV range, improved battery safety, lower cost
per KWh, fastest time-to-market, and next-gen cathodes (potential to replace expensive nickel and cobalt with sulfur (S) and other more
abundant elements). The company is headquartered in Dallas, Texas, and has pilot production facilities in Dayton, Ohio.
For
additional information about, please visit: https://www.solidiontech.com/
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Solidion
Technology Inc., (Nasdaq: STI) (the “Company,” “Solidion,” “we,” “our” or “us”)
desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,”
“estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,”
“target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are
intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations
and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business
strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements
include (i) the lack of a third party valuation in determining to pursue the business combination, (ii) the effect of the announcement
or closing of the business combination on Solidion’s business relationships, operating results and business generally, (iii) risks
that the business combination disrupts current plans and operations of Solidion and potential difficulties in Solidion employee retention
as a result of the transaction, (iv) the outcome of any legal proceedings that may be instituted against Honeycomb Battery Company or
against Nubia Brand International Corp. (“Nubia”) related to the transaction, (v) the ability to maintain the listing of
Solidion’s securities on a national securities exchange, (vi) volatility of the price of Solidion’s securities due to a variety
of factors, including changes in the competitive and highly regulated industries in which Solidion operates, variations in operating
performance across competitors, changes in laws and regulations affecting Solidion’s business and changes in the combined capital
structure, (vi) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and
identify and realize additional opportunities, and (vii) the risk of downturns and a changing regulatory landscape in the highly competitive
EV battery industry, and the Risk Factors contained within our filings with the SEC, including Nubia’s definitive proxy statement
filed with the SEC November 8, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made.
Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict
all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future
developments or otherwise, except as may be required by law.
Contact
Information:
Investors:
ir@solidiontech.com
Media: press@solidiontech.com
Source: Solidion
Technology Inc.
Exhibit
99.2
Solidion
Technology Announces Receipt of Expected Delinquency Notification Letter From Nasdaq Relating to Non-Compliance with Listing Rule 5250(c)(1)
Dallas,
TX (June 6, 2024) — On May 31, 2024, Solidion Technology, Inc. (the “Company”) received an expected
delinquency notification letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC
(“Nasdaq”), which indicated that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2024 (the “Form 10-Q”) by the applicable due date, the Company was not in compliance with
Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic
financial reports with the U.S. Securities and Exchange Commission (the “SEC”).
The
Notice states that the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Rule. If Nasdaq accepts
the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the
Form 10-Q to regain compliance; however, there can be no assurance that these events will occur.
Neither
the Notice nor the Company’s noncompliance with the Rule has an immediate effect on the listing or trading of the Company’s securities
on Nasdaq, which will continue to trade on The Nasdaq Global Market under the symbol “STI.” The Company continues to work
diligently to complete the Form 10-Q and plans to file the same as promptly as possible to regain compliance with the Rule.
About
Solidion
Solidion’s
core business includes manufacturing of battery materials and components, as well as development and production of next-generation batteries
for energy storage systems and electric vehicles for ground, air, and sea transportation. Solidion offers two lines of battery products:
(i) advanced anode materials (ready for production expansion); and (ii) three classes of solid-state batteries, including Silicon-rich
all-solid-state lithium-ion cells (Gen 1), anode less lithium metal cells (Gen 2), and lithium-sulfur cells (Gen 3), all featuring an
advanced polymer- or polymer/inorganic composite-based solid electrolyte that is process-friendly. Solidion’s solid-state batteries
can be manufactured at scale using current lithium-ion cell production facilities; this feature enables fastest time-to-market of safe
solid-state batteries. Solidion batteries are designed to deliver significantly extended EV range, improved battery safety, lower cost
per KWh, fastest time-to-market, and next-gen cathodes (potential to replace expensive nickel and cobalt with sulfur (S) and other more
abundant elements). The company is headquartered in Dallas, Texas, and has pilot production facilities in Dayton, Ohio.
For
additional information about, please visit: https://www.solidiontech.com/
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Solidion
Technology Inc., (Nasdaq: STI) (the “Company,” “Solidion,” “we,” “our” or “us”)
desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,”
“estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,”
“could,” “target,” “potential,” “is likely,” “expect” and similar expressions,
as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on
our current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those
in the forward-looking statements include (i) the lack of a third party valuation in determining to pursue the business combination,
(ii) the effect of the announcement or closing of the business combination on Solidion’s business relationships, operating results
and business generally, (iii) risks that the business combination disrupts current plans and operations of Solidion and potential difficulties
in Solidion employee retention as a result of the transaction, (iv) the outcome of any legal proceedings that may be instituted against
Honeycomb Battery Company or against Nubia Brand International Corp. (“Nubia”) related to the transaction, (v) the ability
to maintain the listing of Solidion’s securities on a national securities exchange, (vi) volatility of the price of Solidion’s
securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Solidion operates,
variations in operating performance across competitors, changes in laws and regulations affecting Solidion’s business and changes
in the combined capital structure, (vi) the ability to implement business plans, forecasts, and other expectations after the completion
of the transaction, and identify and realize additional opportunities, and (vii) the risk of downturns and a changing regulatory landscape
in the highly competitive EV battery industry, and the Risk Factors contained within our filings with the SEC, including Nubia’s
definitive proxy statement filed with the SEC November 8, 2023. Any forward-looking statement made by us herein speaks only as of the
date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not
possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result
of new information, future developments or otherwise, except as may be required by law.
Contact
Information:
Investors:
ir@solidiontech.com
Media:
press@solidiontech.com
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